76



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<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 June 30, 1997

                                      OR

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

              For the transition period from _______ to _______

                        Commission File Number 1-8611

                                U S WEST, Inc.
<TABLE>

<CAPTION>



<S>                     <C>

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


            7800 East Orchard Road, Englewood, Colorado 80111-2526

                        Telephone Number 303-793-6500

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

The  number  of  shares  of  each  class  of  U  S  WEST,  Inc.'s common stock
outstanding  (net  of  shares  held  in  treasury),  at  July  31,  1997, was:

U  S  WEST  Communications  Group  Common  Stock  -  483,129,022  shares;
U  S  WEST  Media  Group  Common  Stock  -  606,683,005  shares

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

<CAPTION>



<S>   <C>                                                               <C>

Item                                                                    Page
----                                                                    ----
      PART I - FINANCIAL INFORMATION
1.    U S WEST, Inc. Financial Information
      Consolidated Statements of Operations -
      Three and Six Months Ended June 30, 1997 and 1996                    3
      Consolidated Balance Sheets -
      June 30, 1997 and December 31, 1996                                  5
      Consolidated Statements of Cash Flows -
      Six Months Ended June 30, 1997 and 1996                              7
      Notes to Consolidated Financial Statements                           8
2.    U S WEST, Inc. Management's Discussion and Analysis of Financial
      Condition and Results of Operations                                 18


1.    U S WEST Communications Group Financial Information
      Combined Statements of Operations -
      Three and Six Months Ended June 30, 1997 and 1996                   34
      Combined Balance Sheets -
      June 30, 1997 and December 31, 1996                                 35
      Combined Statements of Cash Flows -
      Six Months Ended June 30, 1997 and 1996                             37
      Notes to Combined Financial Statements                              38
2.    U S WEST Communications Group Management's Discussion and
      Analysis of Financial Condition and Results of Operations           42


1.    U S WEST Media Group Financial Information
      Combined Statements of Operations -
      Three and Six Months Ended June 30, 1997 and 1996                   55
      Combined Balance Sheets -
      June 30, 1997 and December 31, 1996                                 56
      Combined Statements of Cash Flows -
      Six Months Ended June 30, 1997 and 1996                             58
      Notes to Combined Financial Statements                              59
2.    U S WEST Media Group Management's Discussion and
      Analysis of Financial Condition and Results of Operations           66

      PART II - OTHER INFORMATION
1.    Legal Proceedings                                                   81
4.    Submission of Matters to a Vote of Security Holders                 81
6.    Exhibits and Reports on Form 8-K                                    82
</TABLE>



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

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

<CAPTION>



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

                                              Three      Three      Six        Six
                                              Months     Months     Months     Months
                                              Ended      Ended      Ended      Ended
                                              June 30,   June 30,   June 30,   June 30,
Dollars in millions                                1997       1996       1997       1996
                                              ---------  ---------  ---------  ---------
Sales and other revenues                      $   3,787  $   3,124  $   7,553  $   6,174

Operating expenses:
   Employee-related expenses                      1,215      1,098      2,363      2,141
   Other operating expenses                         820        609      1,662      1,200
   Taxes other than income taxes                    115        111        239        218
   Depreciation and amortization                    830        588      1,660      1,172
                                              ---------  ---------  ---------  ---------
        Total operating expenses                  2,980      2,406      5,924      4,731
                                              ---------  ---------  ---------  ---------

Income from operations                              807        718      1,629      1,443

Interest expense                                    266        136        544        271
Equity losses in unconsolidated ventures            153         77        318        143
Gains on sales of investments                        44          -         95          -
Gains on sales of rural telephone exchanges          29         49         47         49
Guaranteed minority interest expense                 22         12         44         24
Other expense - net                                  24         23         50         46
                                              ---------  ---------  ---------  ---------
Income before income taxes, extraordinary
   item and cumulative effect of change in
   accounting principle                             415        519        815      1,008
Provision for income taxes                          180        206        350        398
                                              ---------  ---------  ---------  ---------
Income before extraordinary item and
   cumulative effect of change in accounting
   principle                                        235        313        465        610
Extraordinary item:
   Early extinguishment of debt - net of tax          3          -          3          -
                                              ---------  ---------  ---------  ---------
Income before cumulative effect of change in
   accounting principle                             238        313        468        610
Cumulative effect of change in accounting
   principle - net of tax                             -          -          -         34
                                              ---------  ---------  ---------  ---------
NET INCOME                                    $     238  $     313  $     468  $     644
                                              =========  =========  =========  =========

Dividends on preferred stock                         12          1         25          2
                                              ---------  ---------  ---------  ---------
EARNINGS AVAILABLE FOR
   COMMON STOCK                               $     226  $     312  $     443  $     642
                                              =========  =========  =========  =========
</TABLE>


See  Notes  to  Consolidated  Financial  Statements.
<PAGE>
Form  10-Q  -  Part  I

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

<CAPTION>



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

                                               Three       Three       Six         Six
                                               Months      Months      Months      Months
                                               Ended       Ended       Ended       Ended
                                               June 30,    June 30,    June 30,    June 30,
In thousands (except per share amounts)             1997        1996        1997        1996 
                                               ----------  ----------  ----------  ----------

COMMUNICATIONS GROUP EARNINGS
  PER COMMON SHARE:
   Income before cumulative effect of change
     in accounting principle                   $    0.69   $    0.68   $    1.39   $    1.30 
  Cumulative effect of change in accounting
     principle                                         -           -           -        0.07 
                                               ----------  ----------  ----------  ----------
COMMUNICATIONS GROUP EARNINGS
   PER COMMON SHARE                            $    0.69   $    0.68   $    1.39   $    1.37 
                                               ==========  ==========  ==========  ==========

COMMUNICATIONS GROUP
DIVIDENDS                                      $   0.535   $   0.535   $    1.07   $    1.07 
                                               ==========  ==========  ==========  ==========
   PER COMMON SHARE

COMMUNICATIONS GROUP AVERAGE
  COMMON SHARES OUTSTANDING                      482,542     476,803     481,945     475,929 
                                               ==========  ==========  ==========  ==========


MEDIA GROUP LOSS PER COMMON
  SHARE                                        $   (0.17)  $   (0.03)  $   (0.38)  $   (0.02)
                                               ==========  ==========  ==========  ==========

MEDIA GROUP AVERAGE COMMON
  SHARES OUTSTANDING                             606,446     473,593     606,486     473,298 
                                               ==========  ==========  ==========  ==========

</TABLE>



See  Notes  to  Consolidated  Financial  Statements.

<PAGE>
Form  10-Q  -  Part  I

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

<CAPTION>



<S>                                        <C>        <C>

                                           June 30,   December 31,
Dollars in millions                             1997           1996
                                           ---------  -------------

ASSETS

Current assets:
     Cash and cash equivalents             $     244  $         201
     Accounts and notes receivable  - net      2,104          2,113
     Inventories and supplies                    218            159
     Deferred directory costs                    252            259
     Deferred tax asset                          237            213
     Prepaid and other                           104            167
                                           ---------  -------------

Total current assets                           3,159          3,112
                                           ---------  -------------

Gross property, plant and equipment           38,546         37,756
Accumulated depreciation                      20,260         19,475
                                           ---------  -------------

Property, plant and equipment - net           18,286         18,281

Investment in Time Warner Entertainment        2,483          2,477
Net investment in international ventures       1,322          1,548
Intangible assets - net                       12,516         12,595
Net investment in assets held for sale           416            409
Other assets                                   2,184          2,433
                                           ---------  -------------

Total assets                               $  40,366  $      40,855
                                           =========  =============

</TABLE>




See  Notes  to  Consolidated  Financial  Statements.

<PAGE>
Form  10-Q  -  Part  I

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

<CAPTION>



<S>                                                  <C>         <C>

                                                     June 30,    December 31,
Dollars in millions                                       1997            1996 
                                                     ----------  --------------

LIABILITIES AND SHAREOWNERS' EQUITY

Current liabilities:
     Short-term debt                                 $   1,443   $       1,051 
     Accounts payable                                    1,250           1,316 
     Due to Continental Cablevision shareowners              -           1,150 
     Employee compensation                                 387             470 
     Dividends payable                                     266             263 
     Other                                               2,315           1,824 
                                                     ----------  --------------

Total current liabilities                                5,661           6,074 
                                                     ----------  --------------

Long-term debt                                          14,135          14,300 
Postretirement and other postemployment
     benefit obligations                                 2,492           2,479 
Deferred income taxes                                    4,343           4,349 
Deferred credits and other                                 989             973 

Contingencies (See Note G to the Consolidated
     Financial Statements)

Company-obligated mandatorily redeemable preferred
   securities of subsidiary trust holding solely
   Company-guaranteed debentures                         1,080           1,080 
Preferred stock subject to mandatory redemption            100              51 

Shareowners' equity:
   Preferred stock                                         921             920 
   Common shares                                        10,776          10,741 
   Retained earnings (deficit)                             (17)             18 
   LESOP guarantee                                         (72)            (91)
   Foreign currency translation adjustments                (42)            (39)
                                                     ----------  --------------
Total shareowners' equity                               11,566          11,549 
                                                     ----------  --------------

Total liabilities and shareowners' equity            $  40,366   $      40,855 
                                                     ==========  ==============

</TABLE>


See  Notes  to  Consolidated  Financial  Statements.

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

<CAPTION>



<S>                                                                 <C>         <C>

                                                                    Six         Six
                                                                    Months      Months
                                                                    Ended       Ended
                                                                    June 30,    June 30,
Dollars in millions                                                      1997        1996 
                                                                    ----------  ----------
OPERATING ACTIVITIES
   Net income                                                       $     468   $     644 
   Adjustments to net income:
      Depreciation and amortization                                     1,660       1,172 
      Equity losses in unconsolidated ventures                            318         143 
      Gains on sales of investments                                       (95)          - 
      Gains on sales of rural telephone exchanges                         (47)        (49)
      Cumulative effect of change in accounting principle                   -         (34)
      Deferred income taxes and amortization of investment                (85)        (50)
         tax credits
   Changes in operating assets and liabilities:
      Restructuring payments                                              (50)        (82)
      Postretirement medical and life costs, net of cash fundings          10         (24)
      Accounts and notes receivable                                       (11)         21 
      Inventories, supplies and other current assets                      (91)        (45)
      Accounts payable and accrued liabilities                            384         (55)
   Other adjustments - net                                                117         (10)
                                                                    ----------  ----------
   Cash provided by operating activities                                2,578       1,631 
                                                                    ----------  ----------
INVESTING ACTIVITIES
   Expenditures for property, plant and equipment                      (1,558)     (1,509)
   Payment to Continental Cablevision shareowners                      (1,150)          - 
   Investment in international ventures                                   (44)       (139)
   Proceeds from sale of Time Warner, Inc. shares                         220           - 
   Proceeds from sales of investments                                     355           - 
   Proceeds from disposals of property, plant and equipment                32         104 
   Cash from net investment in assets held for sale                        50          93 
   Other - net                                                           (141)        (74)
                                                                    ----------  ----------
   Cash (used for) investing activities                                (2,236)     (1,525)
                                                                    ----------  ----------
FINANCING ACTIVITIES
   Net proceeds from (repayments of ) short-term debt                  (3,714)        340 
   Proceeds from issuance of long-term debt                             4,110         330 
   Repayments of long-term debt                                          (193)       (476)
   Dividends paid on common and preferred stock                          (498)       (469)
   Proceeds from issuance of common stock                                  49         104 
   Purchases of treasury stock                                            (53)          - 
                                                                    ----------  ----------
   Cash (used for) financing activities                                  (299)       (171)
                                                                    ----------  ----------
CASH AND CASH EQUIVALENTS
   Increase (decrease)                                                     43         (65)
   Beginning balance                                                      201         192 
                                                                    ----------  ----------
   Ending balance                                                   $     244   $     127 
                                                                    ==========  ==========
</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 Six Months Ended June 30, 1997
                            (Dollars in millions)
                                 (Unaudited)

A.    Summary  of  Significant  Accounting  Policies

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

Financial  Instruments.   Synthetic instrument accounting is used for interest
rate  swaps,  interest  rate  caps  and  foreign  currency swaps if the index,
maturity, and amount of the instrument match the terms of the underlying debt.
 Net  interest  accrued  is  recognized over the life of the instruments as an
adjustment  to  interest  expense  and  is  a  component  of  cash provided by
operating  activities.   Any gain or loss on the termination of an instrument,
which  qualifies  for  synthetic  instrument accounting, would be deferred and
amortized  over  the  remaining  life  of  the  original  instrument.

Hedge  accounting  is  used  for  foreign  currency  forward  and  zero-cost
combination  contracts  which qualify for and are designated as hedges of firm
equity  investment  commitments  and  for  options and forward contracts which
qualify as hedges of future debt issues.  To qualify for hedge accounting, the
contracts  must  have a high inverse correlation to the exposure being hedged,
and  reduce the risk or volatility associated with changes in foreign exchange
or interest rates.  Qualified contracts are carried at market value with gains
and  losses  recorded in equity until sale of the investment or are associated
with the related debt and amortized as yield adjustments.  Any gain or loss on
the  termination of a contract, which qualifies for hedge accounting, would be
deferred  and  accounted  for  with  the  related  transaction.

Market  value accounting is used for derivative contracts which do not qualify
for synthetic instrument or hedge accounting.  Market value accounting is also
used  for  foreign  exchange  contracts  designated  as  hedges  of  foreign
denominated  receivables  and payables.  These contracts are carried at market
value  in  other assets or liabilities with gains and losses recorded as other
income  (expense).  U S WEST does not use derivative financial instruments for
trading  purposes.


<PAGE>
Form  10-Q  -  Part  I

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

A.    Summary  of  Significant  Accounting  Policies  (continued)

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

In  1998,  U  S WEST will adopt SFAS No. 130, "Reporting Comprehensive Income"
and  SFAS  No.  131,  "Disclosures about Segments of an Enterprise and Related
Information."    SFAS  No.  130  requires that the components of and the total
amount  for  comprehensive  income  be displayed in the financial statements. 
Comprehensive  income  includes  net income and all changes in equity during a
period  that  arise  from nonowner sources, such as foreign currency items and
unrealized  gains  and  losses  on  certain investments in equity securities. 
Among  other  things,  SFAS  No.  131  requires  detailed  operating  segment
information  of  an  enterprise  on  an  annual and interim period basis.  The
effects  of  adopting  both  SFAS  No.  130  and  131  are  being  evaluated.

B.    AirTouch  Transaction

During  1994,  U  S  WEST  entered  into  a definitive agreement with AirTouch
Communications,  Inc.  ("AirTouch")  to  combine  their  domestic  cellular
properties  into  a  partnership  in a multi-phased transaction (the "AirTouch
Joint  Venture").    During  Phase I, which commenced on November 1, 1995, the
cellular  properties  are owned separately.  A wireless management company has
been  formed  and  is providing services to both companies, as requested, on a
contract  basis.

In  February  1997,  the  King County Superior Court in Washington state ruled
that  a  subsidiary  of  Media  Group  violated  the  terms of its partnership
agreement  with  its  minority partners in the Seattle cellular partnership by
entering  into the AirTouch Joint Venture.  The Company currently is complying
with  the  Court's  order which requires the Company to issue a right of first
refusal  to  the  minority  partners  with respect to the subsidiary's limited
partnership  interest.   The Court has also authorized the limited partners to
take  legally  appropriate  steps  by  August  15,  1997,  to secure unanimous
agreement  for  a  substitute  for  the  Company  as the general partner.  The
Company  retains  its  right to appeal unfavorable rulings before transferring
any  partnership  interest  in  the  Seattle  cellular  partnership.   Similar
litigation  has  been  filed  in  other jurisdictions regarding other cellular
partnerships by the same minority partner that brought the Seattle litigation.
 The  Company  is  also  seeking declaratory relief from the Delaware Chancery
Court.    The  Company  believes  it  will  ultimately  be  successful  in all
litigation  asserting  that  the  Company's  entering  into the AirTouch Joint
Venture  violated  its  partnership  agreements  with  its  minority partners.

<PAGE>
Form  10-Q  -  Part  I

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

B.    AirTouch  Transaction  (continued)

In  May  1997, Media Group and AirTouch entered into a definitive agreement to
merge  Media  Group's  domestic  cellular business and its interest in PrimeCo
Personal  Communications  ("PrimeCo")  into AirTouch (the "AirTouch Merger"). 
Completing  the  AirTouch  Merger,  on  a  tax-free basis depended among other
things,  upon  the  final status of the "Morris Trust" provision of the recent
tax  legislation.  Since the enacted legislation eliminated the "Morris Trust"
provision and did not provide transitional relief for the AirTouch Merger, the
Company  will  continue  with the original AirTouch Joint Venture transaction.

Media  Group  and  AirTouch  have  agreed  not  to  proceed to Phase II of the
AirTouch  Joint Venture before May 5, 1998.  In Phase II of the AirTouch Joint
Venture,  the  partners  will  combine  those  domestic  properties  for which
authorizations  and partnership approvals have been obtained.  Media Group has
the  right  under Phase III of the AirTouch Joint Venture agreement to convert
its  joint  venture  interest  into  AirTouch  stock.

C.    Dex  Transfer

In  May  1997,  U  S  WEST  announced  its  intention to transfer its domestic
directory  business from the Media Group to the Communications Group (the "Dex
Transfer").    Under  the  terms of the Dex Transfer, $3.9 billion of U S WEST
debt  will be reallocated from the Media Group to the Communications Group and
the  Communications  Group  will  issue  shares of Communications Group common
stock  to  Media  Group  shareowners totaling $850.  Contingent upon receiving
favorable  federal income tax treatment, the Company intends to pursue the Dex
Transfer.

D.    Asset  Sales  and  Restructurings

Marketable  Securities  and  Investments.   During the second quarter of 1997,
Media  Group  sold  an  additional 2 million shares of Teleport Communications
Group,  Inc.  ("TCG")  for  proceeds  of $58, bringing the total number of TCG
shares  sold  in  1997  to 6,075,000 for total proceeds of $178. In connection
with  the  November  15,  1996  merger of Continental Cablevision, Inc. into a
wholly  owned  subsidiary of  U S WEST (the "Continental Merger"), Media Group
is  required  by a consent decree with the United States Department of Justice
to  dispose  of its interest in TCG by December 31, 1998. The share sales have
reduced  Media  Group's  interest  in  TCG  from

<PAGE>
Form  10-Q  -  Part  I

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

D.    Asset  Sales  and  Restructurings  (continued)

11 percent at December 31, 1996, to approximately 7 percent at June 30, 1997. 
Also  during  the  second quarter of 1997, Media Group sold its shares of Time
Warner,  Inc.,  acquired in the Continental Merger, for proceeds of $220 and a
pretax  gain  of  $44.

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

Each  of  the partners of PRIMESTAR Partners L.P., including Media Group, have
entered  into  an  agreement whereby each partner's direct broadcast satellite
customers  and  certain  assets will be contributed to a newly formed company,
PRIMESTAR,  Inc.    In  exchange,  each  partner,  including Media Group, will
receive a combination of cash and stock in PRIMESTAR, Inc.  The transaction is
subject  to  various  approvals  and is expected to close in early 1998.  In a
related  transaction, an agreement has been entered into whereby the satellite
assets controlled by News Corp. and its partner MCI Communications Corporation
will  be  purchased  by  PRIMESTAR, Inc. in exchange for nonvoting convertible
securities.    The  transaction  is subject to regulatory and other approvals.

Cable  Systems.    As  a  result  of  the Continental Merger, Media Group must
dispose of its wholly owned cable systems located within the telephone service
areas  of  U  S  WEST  Communications, Inc. ("U S WEST Communications"). Media
Group has reached definitive agreements to sell its cable systems in Minnesota
and  Idaho. The Minnesota systems are being sold for proceeds of approximately
$600  and  serve  290,000  subscribers.   The Idaho systems are being sold for
approximately  $26  and serve 16,000 subscribers.  In accordance with SFAS No.
121,  "Accounting  for  the Impairment of Long-Lived Assets and for Long-Lived
Assets  to be Disposed Of," U S WEST has stopped depreciation and amortization
related  to  these  assets.    In each case, the sale proceeds approximate the
carrying  value  of the cable systems.  These systems contributed $6 and $7 in
operating  income during the three- and six-month periods ended June 30, 1997,
respectively.    The  cable  system  sales  are  subject  to federal and local
regulatory  approvals,  including the transfer of franchises, and are expected
to  close  in  early  1998.

<PAGE>
Form  10-Q  -  Part  I

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

D.    Asset  Sales  and  Restructurings  (continued)

Rural  Telephone  Exchanges  Held  for  Sale.    In conjunction with its rural
telephone  exchange sales program,  U S WEST Communications sold certain rural
telephone  exchanges  for  pretax  gains  of $29 and $47 during the three- and
six-month  periods  ended  June 30, 1997, respectively.  The carrying value of
the remaining rural telephone exchanges held for sale approximates $75 at June
30,  1997.  The remaining rural telephone exchanges held for sale are expected
to  be  disposed  of  in  the  latter  half of 1997 and first-quarter 1998. In
accordance  with  SFAS  No.  121,  the  Company  has  stopped depreciating the
exchanges  held  for  sale.

International  Directories.    On  June  4,  1997,  Media  Group  sold Thomson
Directories,  its  directory operation in the United Kingdom, for $121.  Also,
in  July  1997, Media Group entered into an agreement to sell U S WEST Polska,
its  directory  operation  in  Poland.    The  sale  is awaiting approval from
Poland's  Office  of  Competition and Consumer Protection.  These transactions
will  result  in  the  disposition of Media Group's wholly owned international
directory  operations.

E.    Series  E  Preferred  Stock  Subject  to  Mandatory  Redemption

On  June  30,  1997,  Media  Group  acquired  cable  systems  serving  40,000
subscribers  in  the  state  of Michigan for cash of $25 and 994,082 shares of
nonvoting, Series E Convertible Preferred Stock (the "Preferred Stock") issued
by  U  S  WEST.    Dividends  are payable quarterly at the annual rate of 6.34
percent.    The  Preferred Stock is recorded at the market value of $50.00 per
share  at  June  30,  1997,  which  is  equal  to  its liquidation value. Upon
redemption,  the  preferred  stockholders may elect to receive cash or convert
their Preferred Stock into Media Group common stock.  Cash redemption is equal
to  the  Preferred Stock's liquidation value of $50.00 per share, plus accrued
dividends.    The  number of shares of Media Group common stock to be received
upon  conversion  is $47.50 per share divided by the then current market price
of  Media Group common stock.  The conversion rate is subject to adjustment by
U  S  WEST  under  certain  circumstances.


<PAGE>
Form  10-Q  -  Part  I

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

E.    Series  E  Preferred  Stock  Subject to Mandatory Redemption (continued)

The  Preferred  Stock  is  redeemable  as  follows:  (a) U S WEST may call for
redemption  all or any part of the Preferred Stock beginning on June 30, 2002;
(b)  on a yearly basis beginning August 1, 2007, and continuing through August
1,  2016,  U  S WEST will redeem 49,704 shares of Preferred Stock, and on June
30,  2017,  all of the remaining outstanding shares of Preferred Stock; or (c)
all  of  the outstanding Preferred Stock shall be redeemed upon the occurrence
of  certain  events,  including  the  dissolution  or  sale  of  Media  Group.

The  Preferred  Stock ranks senior to all classes of U S WEST common stock, is
subordinated  to  any  senior  debt  and  ranks  on equal terms with all other
preferred  securities.

F.    Subsequent  Events

In  July  1997,  Media  Group  entered into an agreement to purchase up to the
remaining  50  percent  of  Fintelco,  S.A.,  ("Fintelco"),  a  cable  and
telecommunications  venture  with  approximately  660,000  cable  subscribers
located  in  Argentina.    This  additional interest could bring Media Group's
ownership  in  Fintelco  up to 100 percent. Closing is contingent upon various
regulatory  approvals,  which  are  expected during the third quarter of 1997.

On  August  6,  1997,    Media  Group announced it will relocate the corporate
offices  of  its  domestic  cable  operations, MediaOne, Inc.,  from Boston to
Denver.  Approximately  150 employees will be asked to relocate to Denver. The
move is designed to improve operations through better alignment and focus, and
will  occur  in  phases  between  September  1997 and June 1998.  In addition,
several  changes  in  the  senior  management of MediaOne were announced.  The
Media  Group  anticipates  incurring  a  pretax charge of approximately $30 in
third-quarter  1997  for  costs  related  to  the move and management changes.


<PAGE>
Form  10-Q  -  Part  I

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

G.  Contingencies

At  U  S  WEST  Communications  there  are pending regulatory actions in local
regulatory  jurisdictions  that  call  for  price  decreases, refunds or both.

On  May  1,  1996,  the Oregon Public Utilities Commission ("OPUC") approved a
stipulation  terminating prematurely U S WEST Communications' alternative form
of  regulation  ("AFOR")  plan,  and  it  then  undertook a review of U S WEST
Communication's  earnings.    In  May  1997,  the  OPUC  ordered  U  S  WEST
Communications  to  reduce  its  annual  revenues by $97, effective     May 1,
1997,  and  to  issue  a one-time refund, including interest, of approximately
$102 to reflect the revenue reduction for the period May 1, 1996 through April
30,  1997.    The one-time refund is for interim rates which became subject to
refund  when U S WEST Communications' AFOR plan was terminated on May 1, 1996.

U  S  WEST  Communications  filed  an  appeal  of  the  order and asked for an
immediate  stay  of the refund with the Oregon Circuit Court for the County of
Marion  ("Oregon  Circuit Court").  On June 26, 1997, the Oregon Circuit Court
granted  U S WEST Communications' request for a stay, pending a full review of
the  OPUC's order.  The Oregon Circuit Court is scheduled to hear arguments on
the  appeal  in  December  1997.

The  one-time  refund  and  cumulative amount of revenues collected subject to
refund,  including  interest,  as of June 30, 1997, totals approximately $121.

In 1996, the Washington State Utilities and Transportation Commission ("WUTC")
acted  on          U  S  WEST  Communications'  1995  rate  request.  U S WEST
Communications  had sought to increase revenues by raising rates primarily for
basic  residential  services  over a four-year period. Instead of granting U S
WEST  Communications'  request,  the  WUTC ordered $91.5 in annual net revenue
reductions,  effective  May  1,  1996.

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

<PAGE>
Form  10-Q  -  Part  I

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

G.  Contingencies  (continued)

Effective  May  1,  1996,  U  S  WEST Communications began collecting revenues
subject  to  refund.    The cumulative amount of revenues collected subject to
refund  as  of  June  30,  1997,  including  interest,  is approximately $135.

In  another  proceeding, the Utah Supreme Court remanded a Utah Public Service
Commission  ("PSC")  order  to  the  PSC for hearing, thereby establishing two
exceptions  to  the  rule  against  retroactive  ratemaking: 1) unforeseen and
extraordinary  events,  and  2)  misconduct.  The PSC's initial order denied a
refund  request  from  interexchange carriers and other parties related to the
Tax  Reform  Act of 1986.  The potential exposure, including interest, at June
30,  1997,  is  approximately  $160.

The  Communications  Group has accrued $113 at June 30, 1997, which represents
its estimated liability for state regulatory proceedings.  It is possible that
the  ultimate liability could exceed the recorded liability by an amount up to
$300.  The  Communications  Group  continues to monitor and evaluate the risks
associated with its state regulatory environment, and will adjust estimates as
new  information  becomes  available.

H.    Net  Investment  in  Assets  Held  for  Sale

The  capital  assets  segment  is being accounted for in accordance with Staff
Accounting  Bulletin  No.  93,  issued by the SEC, 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 is being
evaluated  on  an  ongoing  basis with adjustments to the existing reserve, if
any,  being  charged  to  continuing  operations.  No such adjustment has been
required.    Prior  to  January 1, 1995, the entire capital assets segment was
accounted  for  as  discontinued  operations  in  accordance  with  Accounting
Principles  Board  Opinion  No.  30.

<PAGE>
Form  10-Q  -  Part  I

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

H.    Net  Investment  in  Assets  Held  for  Sale  (continued)

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

<CAPTION>



<S>                                                     <C>        <C>

                                                        June 30,   December 31,
Dollars in millions                                          1997           1996
                                                        ---------  -------------
ASSETS
Cash and cash equivalents                               $      22  $          21
Finance receivables - net                                     820            869
Investment in real estate - net of valuation allowance        184            182
Bonds, at market value                                        145            146
Investment in FSA                                             339            326
Other assets                                                  173            165
                                                        ---------  -------------

Total assets                                            $   1,683  $       1,709
                                                        =========  =============

LIABILITIES
Debt                                                    $     442  $         481
Deferred income taxes                                         681            671
Accounts payable, accrued liabilities and other               133            137
Minority interests                                             11             11
                                                        ---------  -------------

Total liabilities                                           1,267          1,300
                                                        ---------  -------------

  Net investment in assets held for sale                $     416  $         409
                                                        =========  =============
</TABLE>


Building  sales  and operating revenues of the capital assets segment were $21
and  $78  for  the  three-  and  six-month  periods  ended  June  30,  1997,
respectively,  and $21 and $51 for the three- and six-month periods ended June
30,  1996,  respectively.

<PAGE>
Form  10-Q  -  Part  I

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

H.    Net  Investment  in  Assets  Held  for  Sale  (continued)

Revenues  of U S WEST Financial Services, Inc., a member of the capital assets
segment,  were  $6 and $11 for the three- and six-month periods ended June 30,
1997,  respectively, and $7 and $14 for the three- and six-month periods ended
June  30,  1996, respectively.  Selected financial data for U S WEST Financial
Services  follows:
<TABLE>

<CAPTION>



<S>                      <C>        <C>

                         June 30,   December 31,
                              1997           1996
                         ---------  -------------
Net finance receivables  $     861  $         859
Total assets                 1,066          1,058
Total debt                     246            236
Total liabilities              996            998
Equity                          70             60
</TABLE>



<PAGE>
Form  10-Q  -  Part  I

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

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

RESULTS OF OPERATIONS - THREE AND SIX MONTHS ENDED JUNE 30, 1997 COMPARED WITH
1996

NET  INCOME  (LOSS)
<TABLE>

<CAPTION>



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

                      Three       Three       Increase     Increase    Six         Six         Increase     Increase
                      Months      Months       (Decrease)  (Decrease)  Months      Months       (Decrease)  (Decrease)
                      Ended       Ended                                Ended       Ended
                      June 30,    June 30,    Dollars      Percent     June 30,    June 30,    Dollars      Percent
                           1997        1996                                 1997        1996 
                      ----------  ----------                                                                          
Communications Group  $     332   $     324   $        8         2.5   $     671   $     652   $       19         2.9 
Media Group                 (94)        (11)         (83)          -        (203)         (8)        (195)          - 
                      ----------  ----------  -----------  ----------  ----------  ----------  -----------  ----------
Total net income      $     238   $     313   $      (75)      (24.0)  $     468   $     644   $     (176)      (27.3)
                      ==========  ==========  ===========  ==========  ==========  ==========  ===========  ==========
</TABLE>



<PAGE>
Form  10-Q  -  Part  I

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

Communications  Group  Net  Income
<TABLE>

<CAPTION>



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

                                    Three       Three                                Six         Six
                                    Months      Months      Increase     Increase    Months      Months      Increase
                                    Ended       Ended        (Decrease)  (Decrease)  Ended       Ended        (Decrease)
Net Income:                         June 30,    June 30,                             June 30,    June 30,
                                         1997        1996   Dollars      Percent          1997        1996   Dollars
Reported net income                 $     332   $     324   $         8        2.5   $     671   $     652   $        19
Adjustments to reported net
income:
   Gains on sales of rural
     telephone exchanges                  (18)        (30)           12      (40.0)        (29)        (30)            1
   Cumulative effect of change in
      accounting principle (1)<F1>          -           -             -          -           -         (34)           34
   Current year effect of change
      in accounting                         -          (5)            5          -           -         (10)           10
                                    ----------  ----------  -----------  ----------  ----------  ----------  -----------
      principle (1)<F1>
Normalized income                   $     314   $     289   $        25        8.7   $     642   $     578   $        64
                                    ==========  ==========  ===========  ==========  ==========  ==========  ===========


<S>                                 <C>


                                    Increase
                                    (Decrease)
Net Income:
                                    Percent
Reported net income                       2.9 
Adjustments to reported net
income:
   Gains on sales of rural
     telephone exchanges                 (3.3)
   Cumulative effect of change in
      accounting principle (1)<F1>          - 
   Current year effect of change
      in accounting                         - 
                                    ----------
      principle (1)<F1>
Normalized income                        11.1 
                                    ==========
</TABLE>



<TABLE>

<CAPTION>



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

                                    Three       Three                                Six         Six
                                    Months      Months                               Months      Months
                                    Ended       Ended       Increase     Increase    Ended       Ended       Increase
                                    June 30,    June 30,     (Decrease)  (Decrease)  June 30,    June 30,     (Decrease)
Earnings per Share:                      1997        1996   Dollars      Percent          1997        1996   Dollars
Reported earnings per share         $    0.69   $    0.68   $      0.01        1.5   $    1.39   $    1.37   $      0.02
Adjustments to reported
 earnings per share:
   Gains on sales of rural
      telephone exchanges               (0.04)      (0.06)         0.02      (33.3)      (0.06)      (0.06)            -
   Cumulative effect of change in
      accounting principle (1)<F1>          -           -             -          -           -       (0.07)         0.07
   Current year effect of change
      in accounting                         -       (0.01)         0.01          -           -       (0.02)         0.02
                                    ----------  ----------  -----------  ----------  ----------  ----------  -----------
       principle (1)<F1>
Normalized earnings per share       $    0.65   $    0.61   $      0.04        6.6   $    1.33   $    1.22   $      0.11
                                    ==========  ==========  ===========  ==========  ==========  ==========  ===========


<S>                                 <C>



                                    Increase
                                    (Decrease)
Earnings per Share:                 Percent
Reported earnings per share                1.5
Adjustments to reported
 earnings per share:
   Gains on sales of rural
      telephone exchanges                    -
   Cumulative effect of change in
      accounting principle (1)<F1>           -
   Current year effect of change
      in accounting                          -
                                    ----------
       principle (1)<F1>
Normalized earnings per share              9.0
                                    ==========
<FN>

<F1>
(1)    Effective  January  1,  1996,  U  S  WEST  adopted  Statement of Financial Accounting Standards ("SFAS") No. 121,
"Accounting  for  the  Impairment  of  Long-Lived  Assets  and  for  Long-Lived  Assets  to  be  Disposed  Of."
</FN>
</TABLE>


The Communications Group's normalized income increased $25, or 8.7 percent, to
$314,  and  $64, or 11.1 percent to $642, for the three- and six-month periods
ended  June  30, 1997, respectively.  Normalized earnings per share were $0.65
per  Communications share, an increase of $0.04, or 6.6 percent, and $1.33 per
Communications  share, an increase of $0.11, or 9.0 percent for the three- and
six-month  periods,  respectively.

The  increases  are  primarily due to higher demand for services and continued
cost  control  efforts    which accelerated in the latter half of 1996.  These
increases  were  partially  offset  by  an  accrual  to  recognize  U  S  WEST
Communications'  estimated state regulatory liabilities. (See "Contingencies")
The  Communications  Group  anticipates  net  income  growth  will  continue

<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

to  be  partially  offset by increased costs related to growth initiatives and
interconnection  requirements,  and the impacts of access reform and price cap
regulation.  (See  "Regulatory  Environment")

Effective  January  1,  1996, U S WEST adopted SFAS No. 121 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 1996 one-time
gain of $34 (net of tax of $22), or $0.07 per Communications share, related to
the  cumulative  effect  of  change  in  accounting  principle.

Media  Group  Net  Loss

Media  Group  net  loss  increased  to  $94, or $0.17 per Media share, for the
three-month  period,  and to $203, or $0.38 per Media share, for the six-month
period.   Excluding the after tax effects of the gains on sales of investments
totaling  $25  ($0.04  per Media share) during the second quarter of 1997, and
$31  ($0.05 per Media share) during the first quarter of 1997, Media Group net
loss  increased $108 and $251, for the three- and six-month periods ended June
30,  1997, respectively.  The Continental Merger contributed approximately $73
of  the loss during the three-month period ended June 30, 1997 and $183 of the
loss  during the six-month period ended June 30, 1997.  The merger resulted in
significant  increases in interest and depreciation and amortization charges. 
The  remaining  increase  in  net  loss  is  due  to  greater  losses  from
unconsolidated  ventures,  partially  offset  by  an increase in earnings from
domestic  cellular  and  directories  operations.

SALES  AND  OTHER  REVENUES
<TABLE>

<CAPTION>



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


                         Three       Three                                            Proforma      Proforma
                         Months      Months      Increase     Increase                Increase      Increase
                         Ended       Ended        (Decrease)  (Decrease)  Proforma     (Decreases)  (Decreases)
                         June 30,    June 30,
                              1997        1996   Dollars      Percent          1996   Dollars       Percent
Communications Group     $   2,543   $   2,500   $        43        1.7   $   2,500   $         43         1.7 
Media Group                  1,277         658           619       94.1       1,132            145        12.8 
Intergroup eliminations        (33)        (34)            1       (2.9)        (34)             1        (2.9)
                         ----------  ----------  -----------  ----------  ----------  ------------  -----------
Total                    $   3,787   $   3,124   $       663       21.2   $   3,598   $        189         5.2 
                         ==========  ==========  ===========  ==========  ==========  ============  ===========
</TABLE>




<TABLE>

<CAPTION>



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

                         Six         Six                                              Proforma      Proforma
                         Months      Months      Increase     Increase                Increase      Increase
                         Ended       Ended        (Decrease)  (Decrease)  Proforma     (Decreases)  (Decreases)
                         June 30,    June 30,
                              1997        1996   Dollars      Percent          1996   Dollars       Percent
Communications Group     $   5,130   $   4,965   $       165        3.3   $   4,965   $        165         3.3 
Media Group                  2,484       1,271         1,213       95.4       2,207            277        12.6 
Intergroup eliminations        (61)        (62)            1       (1.6)        (62)             1        (1.6)
                         ----------  ----------  -----------  ----------  ----------  ------------  -----------
Total                    $   7,553   $   6,174   $     1,379       22.3   $   7,110   $        443         6.2 
                         ==========  ==========  ===========  ==========  ==========  ============  ===========
</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
<TABLE>

<CAPTION>



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

                                                        Lower               Increase     Increase
                                             Price       (Higher)            (Decrease)  (Decrease)
                     1997    1996  Demand    Changes    Refunds    Other    Dollars      Percent
Local service
   Second quarter  $1,151  $1,179  $    97   $     (4)  $      8   $ (129)  $      (28)       (2.4)
   Six months       2,382   2,324      198        (14)        17     (143)          58         2.5 
Interstate access
   Second quarter     678     626       74         (5)        (7)     (10)          52         8.3 
   Six months       1,365   1,248      138        (10)         3      (14)         117         9.4 
Intrastate access
   Second quarter     200     189       16          3          -       (8)          11         5.8 
   Six months         400     379       25          5          -       (9)          21         5.5 
Long-distance
 network
   Second quarter     240     278      (25)        (4)         -       (9)         (38)      (13.7)
   Six months         490     568      (47)        (5)         -      (26)         (78)      (13.7)
Other services
   Second quarter     274     228        -          -          -       46           46        20.2 
   Six months         493     446        -          -          -       47           47        10.5 
Total revenues
   Second quarter   2,543   2,500      162        (10)         1     (110)          43         1.7 
   Six months      $5,130  $4,965  $   314   $    (24)  $     20   $ (145)  $      165         3.3 
                   ======  ======  ========  =========  =========  =======  ===========  ==========
</TABLE>


Local  Services  Revenues.    Local  service  revenues  decreased  $28, or 2.4
percent,  during  the three-month period ended June 30, 1997.  The decrease is
largely  the  result  of  an $84 accrual to recognize U S WEST Communications'
estimated  state  regulatory  liabilities.  (See  "Contingencies")    Also
contributing  to  the  decrease was a $30 reclassification of public telephone
revenues  to other services revenues.  The reclassification was in conjunction
with  the  Federal  Communications Commission's ("FCC") payphone orders, which
took  effect April 15, 1997, as mandated by the Telecommunications Act of 1996
(the  "Telecommunications Act"). Lower wireless interconnection access prices,
also mandated by the Telecommunications Act, reduced local service revenues by
$11.

Partially  offsetting  these  decreases  were access line growth and increased
demand  for  new  product  and  service offerings, and existing central office
features.    Total  reported  access  lines increased 616,000, or 4.1 percent,
during the past 12 months, of which 249,000 was attributable to second lines. 
Second  line installations increased 26.7 percent.  Access lines grew 686,000,
or  4.6  percent,  when  adjusted  for  sales  of  approximately  70,000 rural
telephone  access  lines  during  the  past  twelve  months.

<PAGE>
Form  10-Q  -  Part  I

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

Local  service  revenues  increased  $58, or 2.5 percent, during the six-month
period  primarily  as  a result of access line growth and increased demand for
new  product  and  service  offerings,  and existing central office features. 
Partially  offsetting  the  increase  is  a  $91 accrual to recognize U S WEST
Communications'  estimated  state  regulatory  liabilities.    Lower  wireless
interconnection  access  prices  and  the reclassification of public telephone
revenues,  both  mandated by the Telecommunications Act, further reduced local
service  revenues  for  the  six-month  period  by  $27 and $30, respectively.

Excluding  the  non-recurring effects of the regulatory accrual and the public
telephone  revenues  reclassification,  local  service  revenues increased 6.4
percent  and  6.8  percent, during the three- and six-month periods ended June
30,  1997,  respectively.    (See  "Contingencies")

Interstate  Access  Revenues.  Higher interstate access revenues resulted from
increased  demand  for  private  line  services  and access line growth.  Also
contributing were increases of 6.1 and 6.3 percent in billed interstate access
minutes  of  use  for  the  three-  and  six-month periods, respectively.  The
increases  were  partially  offset  by  the  effects  of  price reductions and
accruals  of  $14  and  $22  for refunds to interexchange carriers, during the
three-  and six-month periods, respectively.  The refunds relate to a one-time
$22  exogenous cost adjustment ordered by the FCC as a condition of granting U
S  WEST Communications' waiver from price cap sharing rules for the first half
of 1997. (See "Regulatory Environment")  True-ups of $18 to the 1996 price cap
sharing  accruals  partially offset the one-time $22 exogenous cost adjustment
in  the  six-month  period.

The  Communications  Group anticipates future interstate access revenue growth
will  be  negatively  impacted  by  the FCC's recent orders to restructure the
access  charge  system  and  its  current  price  cap  plan.  (See "Regulatory
Environment")

Intrastate Access Revenues.  Intrastate access revenues increased largely as a
result  of  increases of 12.5 and 10.5 percent in billed intrastate minutes of
use  for  the three- and six-month periods, respectively, and increased demand
for  private  line  services.

Long-distance  Network  Service  Revenues.    Long-distance  network  service
revenues decreased 13.7 percent for the three- and six-month periods primarily
due  to  the  effects  of  competition and the implementation of multiple toll
carrier  plans ("MTCPs") in Iowa and Nebraska in 1996, and in Iowa, Oregon and
Washington  in  first-quarter  1997.  The  MTCPs essentially allow independent
telephone  companies  to act as toll carriers. During the three- and six-month
periods  ended June  30, 1997, the MTCPs reduced long-distance revenues by $12
and  $29,  which  was offset by increased intrastate access revenues of $1 and
$3,  and  decreased  other operating expenses (i.e., access expense) of $9 and
$23,  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

Excluding  the  effects  of  the MTCPs, long-distance network service revenues
decreased  by  9.4  and  8.6  percent  for  the  three- and six-month periods,
respectively.  Erosion of long-distance network service revenues will continue
due  to  the  loss  of  exclusivity  of  1+  dialing in Minnesota and Arizona,
effective  in February and April 1996, respectively, and continued competitive
dial-around  activity  in  other  states  within the Communications Group's 14
state  region.   The Communications Group is responding to  competitive losses
through  competitive pricing of intraLATA long-distance services and increased
promotional  efforts  to  retain  customers.

Other Services Revenues.  Other services revenues increased largely due to the
second-quarter  1997  $30  reclassification  of public telephone revenues from
local  service  revenues.    Also  contributing  to  the  increase was interim
compensation  revenue  from  interexchange  carriers  as a result of the FCC's
payphone  orders  which  took  effect  April  15, 1997.  The amount of interim
compensation  may  change  as  a  result  of the District of Columbia Court of
Appeals  recent  review and remand of the FCC's payphone orders.  Increases in
voice  messaging,  inside wire maintenance and billing and collection services
revenues  were  almost entirely offset by a reduction in contract revenues due
to  the  completion  of  a large federal government telephony project in 1996.

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

Media  Group  Sales  and  Other  Revenues
<TABLE>

<CAPTION>



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

                                                                          Pro forma
                                                    Percent   Pro forma   Percent
Three Months Ended June 30,            1997   1996  Change          1996  Change
Cable and telecommunications:
     Domestic                        $  585  $  59        -   $      533        9.8 
     International                        4      -        -            -          - 
                                     ------  -----  --------  ----------  ----------
                                        589     59        -          533       10.5 
Wireless communications:
     Domestic:
           Cellular service             327    267     22.5          267       22.5 
           Cellular equipment            36     23     56.5           23       56.5 
                                     ------  -----  --------  ----------  ----------
                                        363    290     25.2          290       25.2 
Directory and information services:
     Domestic                           296    279      6.1          279        6.1 
     International                       23     25     (8.0)          25       (8.0)
                                     ------  -----  --------  ----------  ----------
                                        319    304      4.9          304        4.9 
Other                                     6      5     20.0            5       20.0 
                                     ------  -----  --------  ----------  ----------
Sales and other revenues             $1,277  $ 658     94.1   $    1,132       12.8 
                                     ======  =====  ========  ==========  ==========
</TABLE>


<PAGE>
Form  10-Q  -  Part  I

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

Media  Group  Sales  and  Other  Revenues  (continued)
<TABLE>

<CAPTION>



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

                                                                          Pro forma
                                                     Percent  Pro forma   Percent
Six Months Ended June 30,              1997    1996  Change         1996  Change
Cable and telecommunications:
     Domestic                        $1,137  $  116        -  $    1,052        8.1
     International                        8       -        -           -          -
                                     ------  ------  -------  ----------  ---------
                                      1,145     116        -       1,052        8.8
Wireless communications:
     Domestic:
            Cellular service            630     506     24.5         506       24.5
            Cellular equipment           68      48     41.7          48       41.7
                                     ------  ------  -------  ----------  ---------
                                        698     554     26.0         554       26.0
Directory and information services:
     Domestic                           583     550      6.0         550        6.0
     International                       45      42      7.1          42        7.1
                                     ------  ------  -------  ----------  ---------
                                        628     592      6.1         592        6.1
Other                                    13       9     44.4           9       44.4
                                     ------  ------  -------  ----------  ---------
Sales and other revenues             $2,484  $1,271     95.4  $    2,207       12.6
                                     ======  ======  =======  ==========  =========
</TABLE>


Media  Group  sales  and other revenues increased 94.1 percent, to $1,277, and
95.4  percent, to $2,484, for the three- and six-month periods, respectively. 
On  a  pro forma basis, which gives effect to the Continental Merger as though
it  had  occurred  as of January 1, 1996, Media Group sales and other revenues
increased  12.8  percent  and  12.6 percent, respectively.  The increases were
primarily  a  result  of growth in cellular service revenue and domestic cable
and  telecommunications  revenue.

Cable  and  Telecommunications.    On  a  pro  forma basis, domestic cable and
telecommunications revenue increased 9.8 percent, to $585, and 8.1 percent, to
$1,137,  for  the  three-  and six-month periods, respectively.  The increases
resulted  primarily  from price increases of approximately 6 to 8 percent, the
addition  of  new channels and basic subscriber increases of 1.8 percent, on a
same property basis.  Increases in pay-per-view and direct broadcast satellite
("DBS")  service  revenues  also  contributed to the increase in revenue.  DBS
service revenues increased primarily as a result of a 53.4 percent increase in
DBS  customers  in  1997  compared  with  1996.

Wireless  Communications. Cellular service revenues increased 22.5 percent, to
$327,  and  24.5  percent,  to  $630,  for  the  three- and six-month periods,
respectively.    These  increases  are  a  result  of a 33 percent increase in
subscribers  during the last twelve months, partially offset by an 8.8 percent
drop  in  average revenue per subscriber to $48.00 per month.  The increase in
subscribers  relates  to  continued  growth  in  demand for wireless services.

<PAGE>
Form  10-Q  -  Part  I

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

Cellular  equipment revenues increased 56.5 percent, to $36, and 41.7 percent,
to  $68,  for the three- and six-month periods, respectively.  These increases
are  primarily  a  result  of  an  increase in unit sales associated with a 68
percent  increase in gross customer additions in the first six months of 1997,
partially  offset  by  a  decrease  in  selling  price  per  unit.

In  May  1997, Media Group and AirTouch entered into a definitive agreement to
merge  Media  Group's  domestic  cellular business and its interest in PrimeCo
into  AirTouch.   Completing the AirTouch Merger, on a tax-free basis depended
among  other  things, upon the final status of the "Morris Trust" provision of
the  recent  tax  legislation.    Since the enacted legislation eliminated the
"Morris  Trust"  provision  and  did  not  provide transitional relief for the
AirTouch  Merger,  the  Company will continue with the original AirTouch Joint
Venture  transaction.  See Note B - AirTouch Transaction - to the Consolidated
Financial  Statements.

Directory  and  Information  Services.    Revenues  related  to  Yellow  Pages
directory  advertising  represent  98  percent  of  domestic  directory  and
information  services.   Yellow Pages directory advertising revenues increased
6.6  percent,  to  $291,  and  6.9  percent,  to  $575,  during the three- and
six-month  periods  ended  June  30,  1997,  respectively.   The increases are
largely  a  result  of  a 7.4 percent increase in revenue per local advertiser
primarily  resulting  from  price  increases of 4.6 percent and an increase in
volume  and  complexity of advertisements sold.  These increases are offset by
decreased revenue associated with exited product lines which were nonstrategic
to  the  directories  business.

On June 4, 1997, Media Group sold Thomson Directories, its directory operation
in the United Kingdom, for $121.  Also, in July 1997, Media Group entered into
an  agreement to sell U S WEST Polska, its directory operation in Poland.  The
sale  is  awaiting  approval  from Poland's Office of Competition and Consumer
Protection.    These  transactions  will  result  in  the disposition of Media
Group's  wholly  owned  international  directory  operations.

<PAGE>
Form  10-Q  -  Part  I

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

OPERATING  INCOME
<TABLE>

<CAPTION>



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


                        Three      Three
                        Months     Months                                     Proforma   Proforma
                        Ended      Ended      Increase   Increase  ProForma   Increase   Increase
                        June 30,   June 30,
                             1997       1996  Dollars    Percent        1996  Dollars    Percent
Communications Group    $     620  $     574  $      46       8.0  $     574  $      46       8.0
Media Group                   187        144         43      29.9        135         52      38.5
                        ---------  ---------  ---------  --------  ---------  ---------  --------
Total operating income  $     807  $     718  $      89      12.4  $     709  $      98      13.8
                        =========  =========  =========  ========  =========  =========  ========
</TABLE>




<TABLE>

<CAPTION>



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

                        Six      Six
                        Months   Months                                   Proforma   Proforma
                        Ended    Ended    Increase   Increase  ProForma   Increase   Increase
                           1997     1996  Dollars    Percent        1996  Dollars    Percent
Communications Group    $ 1,264  $ 1,170  $      94       8.0  $   1,170  $      94       8.0
Media Group                 365      273         92      33.7        247        118      47.8
                        -------  -------  ---------  --------  ---------  ---------  --------
Total operating income  $ 1,629  $ 1,443  $     186      12.9  $   1,417  $     212      15.0
                        =======  =======  =========  ========  =========  =========  ========
</TABLE>


Communications  Group  Operating  Income

The Communications Group's operating income increased 8.0 percent, to $620 and
$1,264,  during the three and six-month periods, respectively. The increase in
operating  income  is primarily due to revenue increases as a result of higher
demand  for services, and continued cost control efforts  which accelerated in
the  latter half of 1996.  Partially offsetting the increase was an accrual to
recognize U S WEST Communications' estimated state regulatory liabilities (See
"Contingencies").    For  a further discussion of Communications Group's costs
and  expenses, see Management's Discussion and Analysis of Financial Condition
and  Results  of  Operations  -  "Cost  and  Expenses."

<PAGE>

Form  10-Q  -  Part  I

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

Media  Group  Operating  Income  (Loss)
<TABLE>

<CAPTION>



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

                                                                             Pro forma
                                                      Percent   Pro forma    Percent
Three Months Ended June 30,            1997    1996   Change          1996   Change
Cable and telecommunications:
     Domestic                         $   -   $   4         -   $       (5)          - 
     International                       (3)      -         -            -           - 
                                      ------  ------  --------  -----------  ----------
                                         (3)      4         -           (5)      (40.0)
Wireless communications:
    Domestic                            100      59      69.5           59        69.5 
    International                        (6)      -         -            -           - 
                                      ------  ------  --------  -----------  ----------
                                         94      59      59.3           59        59.3 
Directory and information services:
    Domestic                            132     115      14.8          115        14.8 
    International                        (2)     (3)    (33.3)          (3)      (33.3)
                                      ------  ------  --------  -----------  ----------
                                        130     112      16.1          112        16.1 
Other (see Note 1)                      (34)    (31)      9.7          (31)        9.7 
                                      ------  ------  --------  -----------  ----------

Operating income                      $ 187   $ 144      29.9   $      135        38.5 
                                      ======  ======  ========  ===========  ==========
</TABLE>



<TABLE>

<CAPTION>



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

                                                                             Pro forma
                                                      Percent   Pro forma    Percent
Six Months Ended June 30,              1997    1996   Change          1996   Change
Cable and telecommunications:
     Domestic                         $ (19)  $   8         -   $      (18)        5.6 
     International                       (7)      -         -            -           - 
                                      ------  ------  --------  -----------  ----------
                                        (26)      8         -          (18)       44.4 
Wireless communications:
     Domestic                           195     109      78.9          109        78.9 
     International                       (9)      -         -            -           - 
                                      ------  ------  --------  -----------  ----------
                                        186     109      70.6          109        70.6 
Directory and information services:
    Domestic                            262     225      16.4          225        16.4 
    International                        (9)    (11)    (18.2)         (11)      (18.2)
                                      ------  ------  --------  -----------  ----------
                                        253     214      18.2          214        18.2 
Other (see Note 1)                      (48)    (58)    (17.2)         (58)      (17.2)
                                      ------  ------  --------  -----------  ----------

Operating income                      $ 365   $ 273      33.7   $      247        47.8 
</TABLE>


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

Media  Group's  operating  income increased $43, or 29.9 percent, to $187, and
$92,  or  33.7  percent,  to  $365,  during  the three- and six-month periods,
respectively.   On a pro forma basis, operating income increased 38.5 and 47.8
percent,  respectively.   The increases were primarily due to strong growth in
domestic  wireless  communications  operations.
<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.    On  a  pro  forma  basis,  cable  and
telecommunications  operating  loss  decreased  $2, to $3, for the three-month
period.    Revenue  increases were partially offset by higher programming fees
associated  with  rate  increases,  subscriber  growth and special events, and
costs  associated  with changing the domestic cable brand name to "MediaOne". 
Media Group expects to incur additional costs related to the brand name change
during  the  remainder  of 1997, as well as for the deployment of new products
and  services.  The  remaining decline is attributed to the third-quarter 1996
consolidation  of  the  Media  Group's  cable  operation in the Czech Republic
("Kabel  Plus").

For  the  six-month period, on a pro forma basis, cable and telecommunications
operating loss increased $8 to $26.  The slight increase in domestic cable and
telecommunications operating loss was a result of revenue increases being more
than  offset  by  the  expense increases mentioned above. The remainder of the
decline  is  due  to  the  third-quarter  1996  consolidation  of  Kabel Plus.

On  August  6,  1997,    Media  Group announced it will relocate the corporate
offices  of  its  domestic  cable  operations, MediaOne, Inc.,  from Boston to
Denver.  Approximately  150 employees will be asked to relocate to Denver. The
move is designed to improve operations through better alignment and focus, and
will  occur  in  phases  between  September  1997 and June 1998.  In addition,
several  changes  in  the  senior  management of MediaOne were announced.  The
Media  Group  anticipates  incurring  a  pretax charge of approximately $30 in
third-quarter  1997  for  costs  related  to  the move and management changes.

Wireless  Communications.    Domestic wireless communications operating income
increased 69.5 percent, to $100, and 78.9 percent, to $195, for the three- and
six-month  periods,  respectively.    These  increases are a result of revenue
increases  associated with the rapidly expanding subscriber base combined with
efficiency  gains.   On a per subscriber basis, the 1997 decline in revenue of
8.8  percent  has  been  more  than offset by the 21.9 percent decrease in the
costs  to  acquire  and  support  customers.   Increased depreciation expense,
largely  a  result  of  network  upgrades,  partially  offset  the increase in
operating  income.

Directory  and  Information Services  During the three- and six-month periods,
operating  income  related  to  domestic  Yellow  Pages  directory advertising
increased  5.3  percent,  to  $140,  and  5.7 percent, to $277, respectively. 
Revenue  increases  and cost savings associated with headcount reductions were
partially  offset by increased printing, paper and sales support costs.  These
cost  increases  were  primarily associated with an increase in the volume and
complexity  of  advertisements sold.  Operating losses associated with ongoing
product  development  activities, which include development costs for internet
content  services, are included in domestic directory and information services
operating  income.  Such operating losses decreased by $10 and $22, during the
three-  and  six-month  periods,  respectively,  primarily  as  a  result  of
discontinuing  various  product  development  activities  in  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

Other.    During the three-month period, other operating loss increased $3, to
$34,  primarily  due  to  a  shift in the timing of billing U S WEST corporate
costs  to the Media Group.  The increased costs were partially offset by staff
reductions  at international headquarters.  During the six-month period, other
operating losses decreased $10, to $48, primarily attributable to cost savings
related  to  international  staff  reductions.

INTEREST  EXPENSE  AND  OTHER

<TABLE>

<CAPTION>



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


                               Three      Three                               Six        Six
                               Month      Months                              Months     Months
                               Ended      Ended      Increase     Increase    Ended      Ended      Increase     Increase
                               June 30,   June 30,    (Decrease)  (Decrease)  June 30,   June 30,    (Decrease)  (Decrease)
                                    1997       1996  Dollars      Percent          1997       1996  Dollars      Percent
Interest expense               $     266  $     136  $      130        95.6   $     544  $     271  $      273           - 
Equity losses in
      unconsolidated ventures        153         77          76        98.7         318        143         175           - 
Gains on sales of investments         44          -          44           -          95          -          95           - 
Gains on sales of rural
      telephone exchanges             29         49         (20)      (40.8)         47         49          (2)       (4.1)
Guaranteed minority interest
    expense                           22         12          10        83.3          44         24          20        83.3 
Other expense                         24         23           1         4.3          50         46           4         8.7 
</TABLE>



Interest  expense  increased  $130  and  $273  during the three- and six-month
periods,  respectively,  primarily as a result of the Continental Merger.  U S
WEST  assumed  Continental debt totaling $6,525 (at market value) and incurred
debt  of  $1,150  to  finance  the  cash  portion of the Merger consideration.

Equity  losses  increased  $76  and $175 for the three- and six-month periods,
respectively,  due  to greater losses from international ventures and from the
domestic  investment in PrimeCo.  The increase in international losses relates
to:  (1)  expansion  of  the  network  and  financing  activities  at Telewest
Communications,  plc  ("Telewest"),  (2) costs associated with the significant
increase  in  customers  and  network  coverage  at  One  2  One,  and (3) the
amortization  of  license  fees  related to the wireless investment in India. 
Domestically, PrimeCo launched service in November 1996, and losses associated
with  this  venture  have  increased as a result of start-up and other costs. 
Media  Group  expects equity losses will continue to be significant as venture
expansion  activities  continue.

During the second quarter of 1997, Media Group sold its shares of Time Warner,
Inc.  acquired  in  the  Continental Merger, for proceeds of $220 and a pretax
gain  of $44.  In addition, during the first quarter of 1997, Media Group sold
its  5  percent  interest in a wireless venture in France for proceeds of $82,
and  a  pretax  gain  of  $51.

During the six-month period ended June 30, 1997, the Communications Group sold
selected  rural  telephone exchanges in Iowa, South Dakota, Nebraska and Idaho
for  a  pretax  gain  of $47 and an after tax gain of $29. Certain Iowa, South
Dakota  and  Idaho  rural  telephone  exchanges  were  sold  
<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  second-quarter  1997 for a pretax gain of $29 and an after tax gain of
$18.      The  1996  gains  were  a result of sales in North and South Dakota.

Guaranteed  minority interest expense increased $10 and $20 for the three- and
six-month  periods,  respectively.  The increases were a result of the October
1996 issuance of Company-obligated mandatorily redeemable preferred securities
of  subsidiary  trust holding solely Company-guaranteed debentures ("Preferred
Securities")  totaling  $480.

The  slight  increases  in other expense are primarily due to foreign currency
losses  and  additional  interest  expense  associated  with the Communication
Group's  interstate  sharing  liabilities  and  state regulatory liabilities. 
These  increases were largely offset by a 1996 pretax charge of $31 associated
with  the  sale  of Media Group's cable television interests in Norway, Sweden
and  Hungary.

Income  Tax  Provision
<TABLE>

<CAPTION>



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

                            Three      Three                Six        Six
                            Months     Months               Months     Months
                            Ended      Ended                Ended      Ended
                            June 30,   June 30,   Percent   June 30,   June 30,   Percent
                                 1997       1996  Change         1997       1996  Change
Provision for income taxes  $     180  $     206    (12.6)  $     350  $     398    (12.1)
Effective tax rate                  -          -        -        42.9       39.5        - 
</TABLE>


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


LIQUIDITY  AND  CAPITAL  RESOURCES

Operating  Activities
<TABLE>

<CAPTION>



<S>                                          <C>                <C>

                                             Six Months Ended   Six Months Ended
                                             June 30,           June 30,
                                                          1997               1996
Communications Group                         $           2,002  $           1,429
Media Group                                                576                202
                                             -----------------  -----------------
Total cash provided by operating activities  $           2,578  $           1,631
                                             =================  =================
</TABLE>


Cash  provided  by  operating  activities increased $947 in the first half of 
1997,  compared  with  1996,  primarily  due to growth in Communications Group
operations.  The  increase  in  Communications  Group's  operating  cash  flow
reflects  continued cost control efforts, lower tax payments and restructuring
expenditures,  and  a decrease in the cash funding of postretirement benefits 
<PAGE>
10-Q  -  Part  I

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

during  1997.   Operating cash flow at the Media Group increased primarily due
to  the Continental Merger and growth in operations from the domestic cellular
business.    Partially  offsetting  the  increase  was  higher financing costs
resulting  from  greater  debt  levels associated with the Continental Merger.

Investing  Activities
<TABLE>

<CAPTION>



<S>                                         <C>           <C>

                                            Six Months    Six Month
                                            Ended         Ended
                                            June 30,      June 30,
                                                   1997         1996 
Communications Group                        $      (809)  $   (1,162)
Media Group                                      (1,427)        (363)
                                            ------------  -----------
Total cash (used for) investing activities  $    (2,236)  $   (1,525)
                                            ============  ===========
</TABLE>


Investing activities at the Communications Group consists primarily of capital
expenditures  of  $841  for  the first six months of 1997. The majority of the
1997  expenditures  were  for access line growth, continued improvement of the
telecommunications  network  and  for  interconnection  costs  related  to the
Telecommunications Act.   The decline in cash used for investing activities is
primarily  due to lower capital expenditures as a result of timing and tighter
control  efforts  over spending.  The Communications Group anticipates capital
expenditures  will  accelerate  during  the remainder of 1997 and will include
expenditures  for  wireless  personal communications services, interconnection
requirements related to the Telecommunications Act and interLATA long-distance
service.

Investing  activities  of the Media Group include capital expenditures of $717
for  the  first six months of 1997.  The majority of expenditures in 1997 were
devoted  to  upgrading  the  domestic cable network and expanding the domestic
cellular  network.  Media  Group  also  invested $44 in international ventures
during  1997,  primarily capital contributions to a wireless venture in India.
Other  investing  activities  include  an  investment in Continental of $1,150
which  represents  payment  of  the  cash portion of the Merger consideration.

During  1997,  Media  Group  received  proceeds totaling $625 related to asset
sales  as follows: (a) $220 from the sale of Time Warner, Inc. shares acquired
in  the  Continental  Merger,  (b)  $178  from the sale of 6,075,000 shares of
Teleport  Communications  Group  stock,  (c)  $121  from  the  sale of Thomson
Directories,  (d)  partial  proceeds  of  $29 from the sale of Media Group's 5
percent  interest  in  a  wireless venture in France, (e) $50 from the capital
assets  segment,  which is held for sale, and (f) $27 from other miscellaneous
sales.

<PAGE>
10-Q  -  Part  I

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

In  July  1997,  Media  Group  entered into an agreement to purchase up to the
remaining  50  percent  of  Fintelco,  S.A.,  ("Fintelco"),  a  cable  and
telecommunications  venture  with  approximately  660,000  cable  subscribers
located  in  Argentina.    This  additional  interest  could bring Media Group
ownership  in  Fintelco up to 100 percent.  Closing is contingent upon various
regulatory  approvals,  which  are  expected during the third quarter of 1997.

Financing  Activities
<TABLE>

<CAPTION>



<S>                                         <C>                 <C>

                                            Six Months Ended    Six Months Ended
                                            June 30,            June 30,
                                                         1997                1996 
Communications Group                        $          (1,184)  $            (384)
Media Group                                               885                 213 
                                            ------------------  ------------------
Total cash (used for) financing activities  $            (299)  $            (171)
                                            ==================  ==================
</TABLE>


Total  debt  at  June  30, 1997 was $15,578, an increase of $227 compared with
December  31,  1996.   The Company incurred additional debt in 1997 to finance
the cash portion of the Continental Merger consideration which totaled $1,150.
 In  January 1997, the Company issued medium- and long-term debt totaling $4.1
billion,  at  a weighted average rate of 7.47 percent.  The proceeds were used
to  refinance  debt  incurred  in  conjunction  with  the  Continental Merger.
Increases  in  debt  at the Media Group were partially offset by a decrease in
debt  of  $713  at  the Communications Group.  The Communications Group's debt
decrease  was  partially  driven  by  lower capital expenditures and increased
operating  cash  flows.

In  connection  with  the recent regulatory rulings (See "Contingencies"), U S
WEST Communication's senior unsecured debt rating is under review by Moody's. 
The  review  may  result  in  a  downgrading.

During  the  second  quarter  of 1997, U S WEST called a 10 5/8 percent senior
subordinated  note, due June 15, 2002.  The debt had a recorded value of $110,
including  a  premium of $10. This extinguishment resulted in a pretax gain of
$5,  ($3  after  tax).

On  June  30,  1997,  Media  Group  acquired  cable  systems  serving  40,000
subscribers  in the state of Michigan for cash of $25 and approximately $50 of
Preferred  Stock  issued by U S WEST. The Preferred Stock is redeemable at U S
WEST's  option  starting  five  years  from  the  acquisition  date,  or  upon
dissolution  of  Media  Group.   The stockholders have the right to elect cash
upon  redemption,  or to convert their Preferred Stock into Media Group common
stock.  (See Note E - Series E Preferred Stock Subject to Mandatory Redemption
-  to  the  Consolidated  Financial  Statements.)

<PAGE>
10-Q  -  Part  I

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

On July 30, 1997, U S WEST announced that it will call its Liquid Yield Option
Notes  effective  August 29, 1997.  At June 30, 1997, the notes had a carrying
value  of  $565.

Excluding  debt  associated  with  the  capital  assets segment, the Company's
percentage of debt to total capital at June 30, 1997 was 55.0 percent compared
with  54.8  percent  at December 31, 1996.  Including debt associated with the
capital  assets  segment,  Preferred  Securities  and  mandatorily  redeemable
preferred  stock,  the  Company's percentage of debt to total capital was 59.8
percent  at  June 30, 1997, compared with 59.5 percent at December  31, 1996. 
The  percentage  of  debt to total capital has increased as a result of higher
debt  associated  with  the  Continental  Merger.

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

CONTINGENCIES

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

REGULATORY  ENVIRONMENT

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

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

<CAPTION>



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

                                                Three       Three      Six         Six
                                                Months      Months     Months      Months
                                                Ended       Ended      Ended       Ended
                                                June 30,    June 30,   June 30,    June 30,
Dollars in millions (except per share amounts)       1997        1996       1997        1996 
Operating revenues:
   Local service                                $   1,151   $   1,179  $   2,382   $   2,324 
   Interstate access service                          678         626      1,365       1,248 
   Intrastate access service                          200         189        400         379 
   Long-distance network services                     240         278        490         568 
   Other services                                     274         228        493         446 
                                                ----------  ---------  ----------  ----------
     Total operating revenues                       2,543       2,500      5,130       4,965 

Operating expenses:
   Employee-related expenses                          904         921      1,768       1,788 
   Other operating expenses                           391         387        836         775 
   Taxes other than income taxes                       98         100        205         197 
   Depreciation and amortization                      530         518      1,057       1,035 
                                                ----------  ---------  ----------  ----------
     Total operating expenses                       1,923       1,926      3,866       3,795 
                                                ----------  ---------  ----------  ----------

Income from operations                                620         574      1,264       1,170 

Interest expense                                      100         110        203         221 
Gains on sales of rural telephone exchanges            29          49         47          49 
Other income (expense) - net                          (19)          4        (41)        (12)
                                                ----------  ---------  ----------  ----------
Income before income taxes and cumulative
  effect of change in accounting principle            530         517      1,067         986 
Provision for income taxes                            198         193        396         368 
                                                ----------  ---------  ----------  ----------
Income before cumulative effect of change
in accounting principle                               332         324        671         618 
Cumulative effect of change in accounting
    principle - net of tax                              -           -          -          34 
                                                ----------  ---------  ----------  ----------
NET INCOME                                      $     332   $     324  $     671   $     652 
                                                ==========  =========  ==========  ==========

EARNINGS PER COMMON SHARE:
   Income before cumulative effect of
     change in accounting principle             $    0.69   $    0.68  $    1.39   $    1.30 
   Cumulative effect of change in
     accounting principle                               -           -          -        0.07 
                                                ----------  ---------  ----------  ----------
EARNINGS PER COMMON SHARE                       $    0.69   $    0.68  $    1.39   $    1.37 
                                                ==========  =========  ==========  ==========

DIVIDENDS PER COMMON SHARE                      $   0.535   $   0.535  $    1.07   $    1.07 
                                                ==========  =========  ==========  ==========

AVERAGE COMMON SHARES
   OUTSTANDING (thousands)                        482,542     476,803    481,945     475,929 
                                                ==========  =========  ==========  ==========
</TABLE>


See  Notes  to  Combined  Financial  Statements.
<PAGE>
Form  10-Q  -  Part  I

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

<CAPTION>



<S>                                        <C>        <C>

                                           June 30,   December 31,
Dollars in millions                             1997           1996

ASSETS

Current assets:
     Cash and cash equivalents             $      89  $          80
     Accounts and notes receivable  - net      1,605          1,622
     Inventories and supplies                    182            144
     Deferred tax asset                          197            171
     Prepaid and other                            73             65
                                           ---------  -------------

Total current assets                           2,146          2,082
                                           ---------  -------------


Gross property, plant and equipment           32,787         32,645
Less accumulated depreciation                 19,082         18,639
                                           ---------  -------------

Property, plant and equipment - net           13,705         14,006

Other assets                                     910            827
                                           ---------  -------------

Total assets                               $  16,761  $      16,915
                                           =========  =============

</TABLE>


See  Notes  to  Combined  Financial  Statements.

<PAGE>

Form  10-Q  -  Part  I

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

<CAPTION>



<S>                                           <C>        <C>

                                              June 30,   December 31,
Dollars in millions                                1997           1996

LIABILITIES AND EQUITY

Current liabilities:
     Short-term debt                          $     166  $         834
     Accounts payable                             1,029            989
     Employee compensation                          301            342
     Dividends payable                              258            257
     Advanced billing and customer deposits         278            250
     Other                                        1,091            795
                                              ---------  -------------

Total current liabilities                         3,123          3,467
                                              ---------  -------------


Long-term debt                                    5,619          5,664
Postretirement and other postemployment
     benefit obligations                          2,393          2,387
Deferred income taxes                               766            749
Deferred credits and other                          710            731

Contingencies (See Note D to the Combined
     Financial Statements)

Communications Group equity                       4,150          3,917
                                              ---------  -------------

Total liabilities and equity                  $  16,761  $      16,915
                                              =========  =============

</TABLE>


See  Notes  to  Combined  Financial  Statements.

<PAGE>
Form  10-Q  -  Part  I

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

<CAPTION>



<S>                                                         <C>           <C>

                                                            Six Months    Six Months
                                                            Ended         Ended
                                                            June 30,      June 30,
Dollars in millions                                                1997          1996 
OPERATING ACTIVITIES
   Net income                                               $       671   $       652 
   Adjustments to net income:
      Depreciation and amortization                               1,057         1,035 
      Gains on sales of rural telephone exchanges                   (47)          (49)
      Cumulative effect of change in accounting principle             -           (34)
      Deferred income taxes and amortization
         of investment tax credits                                  (17)           (3)
   Changes in operating assets and liabilities:
      Restructuring payments                                        (45)          (74)
      Postretirement medical and life costs, net
          of cash fundings                                            3           (30)
      Accounts receivable                                            17            57 
      Inventories, supplies and other current assets                (58)          (35)
      Accounts payable and accrued liabilities                      336           (62)
   Other adjustments - net                                           85           (28)
                                                            ------------  ------------
   Cash provided by operating activities                          2,002         1,429 
                                                            ------------  ------------

INVESTING ACTIVITIES
   Expenditures for property, plant and equipment                  (841)       (1,266)
   Proceeds from sales of rural telephone exchanges                  28           111 
   Proceeds from (payments on) disposals of property,
      plant, and equipment                                            4            (7)
                                                            ------------  ------------
   Cash (used for) investing activities                            (809)       (1,162)
                                                            ------------  ------------

FINANCING ACTIVITIES
   Net (repayments of) proceeds from short-term debt               (662)          260 
   Repayments of long-term debt                                     (85)         (253)
   Dividends paid on common stock                                  (475)         (467)
   Proceeds from issuance of common stock                            38            76 
                                                            ------------  ------------
   Cash (used for) financing activities                          (1,184)         (384)
                                                            ------------  ------------

CASH AND CASH EQUIVALENTS
   Increase (decrease)                                                9          (117)
   Beginning balance                                                 80           172 
                                                            ------------  ------------
   Ending balance                                           $        89   $        55 
                                                            ============  ============
</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 and Six Months Ended June 30, 1997 and 1996
                            (Dollars in millions)
                                 (Unaudited)

A.      Summary  of  Significant  Accounting  Policies

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

Financial  Instruments.   Synthetic instrument accounting is used for interest
rate  and  foreign  currency  swaps  if the index, maturity, and amount of the
instrument  match  the  terms of the underlying debt.  Net interest accrued is
recognized  over  the  life  of  the  instruments as an adjustment to interest
expense and is a component of cash provided by operating activities.  Any gain
or  loss  on  the  termination of an instrument, which qualifies for synthetic
instrument accounting, would be deferred and amortized over the remaining life
of  the  original  instrument.

Hedge  accounting  is  used  for  forward contracts which qualify as hedges of
future  debt issues.  To qualify for hedge accounting, the contracts must have
a  high  inverse correlation to the exposure being hedged, and reduce the risk
or  volatility associated with changes in interest rates.  Qualified contracts
are  carried  at  market value with gains and losses recorded with the related
debt  and amortized as yield adjustments.  Any gain or loss on the termination
of  a  contract,  which  qualifies for hedge accounting, would be deferred and
accounted  for with the related transaction.  U S WEST does not use derivative
financial  instruments  for  trading  purposes.

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

<PAGE>
Form  10-Q  -  Part  I

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

A.    Summary  of  Significant  Accounting  Policies  (continued)

In  1998,  U  S WEST will adopt SFAS No. 130, "Reporting Comprehensive Income"
and  SFAS  No.  131,  "Disclosures about Segments of an Enterprise and Related
Information."    SFAS  No.  130  requires that the components of and the total
amount  for  comprehensive  income  be displayed in the financial statements. 
Comprehensive  income  includes  net income and all changes in equity during a
period  that  arise  from nonowner sources, such as foreign currency items and
unrealized  gains  and  losses  on  certain investments in equity securities. 
Among  other  things,  SFAS  No.  131  requires  detailed  operating  segment
information  of  an  enterprise  on  an  annual and interim period basis.  The
effects  of  adopting  both  SFAS  No.  130  and  131  are  being  evaluated.

B.    Dex  Transfer

In  May  1997,  U  S  WEST  announced  its  intention to transfer its domestic
directory  business from the Media Group to the Communications Group (the "Dex
Transfer"). Under the terms of the Dex Transfer, $3.9 billion of U S WEST debt
will  be  reallocated from the Media Group to the Communications Group and the
Communications Group will issue shares of Communications Group common stock to
Media  Group  shareowners  totaling $850.  Contingent upon receiving favorable
federal  income tax treatment, the Company intends to pursue the Dex Transfer.

C.    Rural  Telephone  Exchanges  Held  for  Sale

In  conjunction  with  its  rural  telephone  exchange sales program, U S WEST
Communications,  Inc. ("U S WEST Communications") sold certain rural telephone
exchanges  for  pretax  gains  of $29 and $47, during the three- and six-month
periods ended June 30, 1997, respectively. The carrying value of the remaining
rural  telephone  exchanges  held for sale approximates $75 at June 30, 1997. 
The  remaining  rural  telephone  exchanges  held  for sale are expected to be
disposed  of  in the latter half of 1997 and first-quarter 1998. In accordance
with SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed Of," the Company has stopped depreciating the
exchanges  held  for  sale.

<PAGE>
Form  10-Q  -  Part  I

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

D.  Contingencies

At  U  S  WEST  Communications  there  are pending regulatory actions in local
regulatory  jurisdictions  that  call  for  price  decreases, refunds or both.

On  May  1,  1996,  the Oregon Public Utilities Commission ("OPUC") approved a
stipulation  terminating prematurely U S WEST Communications' alternative form
of  regulation  ("AFOR")  plan,  and  it  then  undertook a review of U S WEST
Communication's  earnings.    In  May  1997,  the  OPUC  ordered  U  S  WEST
Communications  to  reduce  its  annual  revenues by $97, effective     May 1,
1997,  and  to  issue  a one-time refund, including interest, of approximately
$102 to reflect the revenue reduction for the period May 1, 1996 through April
30,  1997.    The one-time refund is for interim rates which became subject to
refund  when U S WEST Communications' AFOR plan was terminated on May 1, 1996.

U  S  WEST  Communications  filed  an  appeal  of  the  order and asked for an
immediate  stay  of the refund with the Oregon Circuit Court for the County of
Marion  ("Oregon  Circuit Court").  On June 26, 1997, the Oregon Circuit Court
granted  U S WEST Communications' request for a stay, pending a full review of
the  OPUC's order.  The Oregon Circuit Court is scheduled to hear arguments on
the  appeal  in  December  1997.

The  one-time  refund  and  cumulative amount of revenues collected subject to
refund,  including  interest,  as of June 30, 1997, totals approximately $121.

In 1996, the Washington State Utilities and Transportation Commission ("WUTC")
acted  on            U  S  WEST  Communications'  1995  rate request. U S WEST
Communications  had sought to increase revenues by raising rates primarily for
basic  residential services over a four-year period.   Instead of granting U S
WEST  Communications'  request,  the  WUTC ordered $91.5 in annual net revenue
reductions,  effective  May  1,  1996.

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

<PAGE>
Form  10-Q  -  Part  I

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

Effective  May  1,  1996,  U  S  WEST Communications began collecting revenues
subject  to  refund.    The cumulative amount of revenues collected subject to
refund  as  of  June  30,  1997,  including  interest,  is approximately $135.

In  another  proceeding, the Utah Supreme Court remanded a Utah Public Service
Commission  ("PSC")  order  to  the  PSC for hearing, thereby establishing two
exceptions  to  the  rule  against  retroactive  ratemaking: 1) unforeseen and
extraordinary  events,  and  2)  misconduct.  The PSC's initial order denied a
refund  request  from  interexchange carriers and other parties related to the
Tax  Reform  Act  of 1986. The potential exposure, including interest, at June
30,  1997,  is  approximately  $160.

The  Communications  Group has accrued $113 at June 30, 1997, which represents
its estimated liability for state regulatory proceedings.  It is possible that
the  ultimate liability could exceed the recorded liability by an amount up to
$300.  The  Communications  Group  continues to monitor and evaluate the risks
associated with its state regulatory environment, and will adjust estimates as
new  information  becomes  available.

<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 SIX MONTHS ENDED JUNE 30, 1997 COMPARED WITH
1996

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

<CAPTION>



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

                                     Three       Three       Increase     Increase    Six         Six        Increase
                                     Months      Months       (Decrease)  (Decrease)  Months      Months      (Decrease)
                                     Ended       Ended                                Ended       Ended
                                     June 30,    June 30,                             June 30,    June 30
Net Income:                               1997        1996   Dollars      Percent          1997       1996   Dollars
Reported net income                  $     332   $     324   $         8        2.5   $     671   $    652   $        19
Adjustments to reported net income:
   Gains on sales of rural
     telephone exchanges                   (18)        (30)           12      (40.0)        (29)       (30)            1
   Cumulative effect of change in
      accounting principle (1)<F1>           -           -             -          -           -        (34)           34
   Current year effect of change
      in accounting                          -          (5)            5          -           -        (10)           10
                                     ----------  ----------  -----------  ----------  ----------  ---------  -----------
      principle (1)<F>
Normalized income                    $     314   $     289   $        25        8.7   $     642   $    578   $        64
                                     ==========  ==========  ===========  ==========  ==========  =========  ===========


<S>                                  <C>

                                     Increase
                                     (Decrease)


Net Income:                          Percent
Reported net income                        2.9 
Adjustments to reported net income:
   Gains on sales of rural
     telephone exchanges                  (3.3)
   Cumulative effect of change in
      accounting principle (1)<F1>           - 
   Current year effect of change
      in accounting                          - 
                                     ----------
      principle (1)<F>
Normalized income                         11.1 
                                     ==========
</TABLE>



<TABLE>

<CAPTION>



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

                                    Three       Three       Increase     Increase    Six         Six        Increase
                                    Months      Months       (Decrease)  (Decrease)  Months      Months      (Decrease)
                                    Ended       Ended                                Ended       Ended
                                    June 30,    June 30,                             June 30,    June 30
Earnings per Share:                      1997        1996   Dollars      Percent          1997       1996   Dollars
Reported earnings per share         $    0.69   $    0.68   $      0.01        1.5   $    1.39   $   1.37   $      0.02
Adjustments to reported
 earnings per share:
   Gains on sales of rural
      telephone exchanges               (0.04)      (0.06)         0.02      (33.3)      (0.06)     (0.06)            -
   Cumulative effect of change in
      accounting principle (1)<F1>          -           -             -          -           -      (0.07)         0.07
   Current year effect of change
      in accounting                         -       (0.01)         0.01          -           -      (0.02)         0.02
                                    ----------  ----------  -----------  ----------  ----------  ---------  -----------
       principle (1)<F1>
Normalized earnings per share       $    0.65   $    0.61   $      0.04        6.6   $    1.33   $   1.22   $      0.11
                                    ==========  ==========  ===========  ==========  ==========  =========  ===========


<S>                                 <C>

                                    Increase
                                    (Decrease)


Earnings per Share:                 Percent
Reported earnings per share                1.5
Adjustments to reported
 earnings per share:
   Gains on sales of rural
      telephone exchanges                    -
   Cumulative effect of change in
      accounting principle (1)<F1>           -
   Current year effect of change
      in accounting                          -
                                    ----------
       principle (1)<F1>
Normalized earnings per share              9.0
                                    ==========
<FN>

<F1>
 (1)    Effective  January  1,  1996,  U  S  WEST adopted Statement of Financial Accounting Standards ("SFAS") No. 121,
"Accounting  for  the  Impairment  of  Long-Lived  Assets  and  for  Long-Lived  Assets  to  be  Disposed  Of."
</FN>
</TABLE>


The Communications Group's normalized income increased $25, or 8.7 percent, to
$314,  and  $64, or 11.1 percent to $642, for the three- and six-month periods
ended  June 30, 1997, respectively.  Normalized earnings per share were $0.65,
an  increase of $0.04, or 6.6 percent, and $1.33, an increase of $0.11, or 9.0
percent  for  the three- and six-month periods, respectively.  Earnings before
interest, taxes, depreciation, amortization and other ("EBITDA") increased 5.3
percent,  to  $1,150,  and  $2,321  for  the  three-  and  six-month  periods,
respectively.  EBITDA  excludes  gains  on  sales  of  certain rural telephone
exchanges.

<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

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

The  increases  are  primarily due to higher demand for services and continued
cost  control  efforts  which  accelerated  in the latter half of 1996.  These
increases  were  partially  offset  by  an  accrual      to recognize U S WEST
Communication's estimated state regulatory liabilities. (See "Contingencies") 
The  Communications  Group  anticipates  net income growth will continue to be
partially  offset  by  increased  costs  related  to  growth  initiatives  and
interconnection  requirements,  and the impacts of access reform and price cap
regulation.  (See  "Regulatory  Environment")

Effective  January 1, 1996, U S WEST adopted SFAS No. 121, "Accounting for the
Impairment  of Long-Lived Assets and for Long-Lived Assets to be Disposed Of,"
which,  among  other  things,  requires  that  companies  no  longer  record
depreciation  expense  on  assets  held  for  sale.   Adoption of SFAS No. 121
resulted  in  a  1996  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.

<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  operating  revenues  follows:
<TABLE>

<CAPTION>



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

                                                            Lower               Increase     Increase
                                                 Price       (Higher)            (Decrease)  (Decrease)
                         1997    1996  Demand    Changes    Refunds    Other    Dollars      Percent
Local service
   Second quarter      $1,151  $1,179  $    97   $     (4)  $      8   $ (129)  $      (28)       (2.4)
   Six months           2,382   2,324      198        (14)        17     (143)          58         2.5 
Interstate access
   Second quarter         678     626       74         (5)        (7)     (10)          52         8.3 
   Six months           1,365   1,248      138        (10)         3      (14)         117         9.4 
Intrastate access
   Second quarter         200     189       16          3          -       (8)          11         5.8 
   Six months             400     379       25          5          -       (9)          21         5.5 
Long-distance network
   Second quarter         240     278      (25)        (4)         -       (9)         (38)      (13.7)
   Six months             490     568      (47)        (5)         -      (26)         (78)      (13.7)
Other services
   Second quarter         274     228        -          -          -       46           46        20.2 
   Six months             493     446        -          -          -       47           47        10.5 
                       ------  ------  --------  ---------  ---------  -------  -----------  ----------
Total revenues
   Second quarter       2,543   2,500      162        (10)         1     (110)          43         1.7 
   Six months          $5,130  $4,965  $   314   $    (24)  $     20   $ (145)  $      165         3.3 
                       ======  ======  ========  =========  =========  =======  ===========  ==========
</TABLE>


Local  Services  Revenues.      Local  service  revenues decreased $28, or 2.4
percent, during  the three-month period ended June 30, 1997.   The decrease is
largely  the result of an $84 accrual    to recognize U S WEST Communications'
estimated  state  regulatory  liabilities.  (See  "Contingencies")    Also
contributing  to  the  decrease was a $30 reclassification of public telephone
revenues  to other services revenues.  The reclassification was in conjunction
with  the  Federal  Communications Commission's ("FCC") payphone orders, which
took  effect April 15, 1997, as mandated by the Telecommunications Act of 1996
(the  "Telecommunications Act"). Lower wireless interconnection access prices,
also mandated by the Telecommunications Act, reduced local service revenues by
$11.

Partially  offsetting  these  decreases  was  access line growth and increased
demand  for  new  product  and  service offerings, and existing central office
features.    Total  reported  access  lines increased 616,000, or 4.1 percent,
during the past 12 months, of which 249,000 was attributable to second lines. 
Second  line installations increased 26.7 percent.  Access lines grew 686,000,
or  4.6  percent,  when  adjusted  for  sales  of  approximately  70,000 rural
telephone  access  lines  during  the  past  twelve  months.


<PAGE>
Form  10-Q  -  Part  I

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

Local  service  revenues  increased  $58, or 2.5 percent, during the six-month
period  primarily  as  a result of access line growth and increased demand for
new  product  and  service  offerings,  and existing central office features. 
Partially offsetting the increase is a $91 accrual to recognize       U S WEST
Communication's  estimated  state  regulatory  liabilities.  Lower  wireless
interconnection  access  prices  and  the reclassification of public telephone
revenues,  both  mandated by the Telecommunications Act, further reduced local
service  revenues  for  the  six-month  period  by  $27 and $30, respectively.

Excluding  the  non-recurring effects of the regulatory accrual and the public
telephone  revenues  reclassification,  local  service  revenues increased 6.4
percent  and  6.8  percent, during the three- and six-month periods ended June
30,  1997,  respectively.    (See  "Contingencies")

Interstate  Access Revenues.   Higher interstate access revenues resulted from
increased  demand  for  private  line  services  and access line growth.  Also
contributing  were  increases  of    6.1  and 6.3 percent in billed interstate
access minutes of use for the three- and six-month periods, respectively.  The
increases  were  partially  offset  by  the  effects  of  price reductions and
accruals  of  $14  and  $22  for refunds to interexchange carriers, during the
three-  and six-month periods, respectively.  The refunds relate to a one-time
$22 exogenous cost adjustment ordered by the FCC as a condition of  granting U
S  WEST Communications' waiver from price cap sharing rules for the first half
of 1997. (See "Regulatory Environment")  True-ups of $18 to the 1996 price cap
sharing  accruals  partially offset the one-time $22 exogenous cost adjustment
in  the  six-month  period.

The  Communications  Group anticipates future interstate access revenue growth
will  be  negatively  impacted  by  the FCC's recent orders to restructure the
access  charge  system  and  its  current  price  cap  plan.  (See "Regulatory
Environment")

Intrastate  Access Revenues.   Intrastate access revenues increased largely as
a result of increases of 12.5 and 10.5 percent in billed intrastate minutes of
use  for  the three- and six-month periods, respectively, and increased demand
for  private  line  services.

Long-distance  Network  Service  Revenues.      Long-distance  network service
revenues decreased 13.7 percent for the three- and six-month periods primarily
due  to  the  effects  of  competition and the implementation of multiple toll
carrier  plans ("MTCPs") in Iowa and Nebraska in 1996, and in Iowa, Oregon and
Washington  in  first-quarter  1997.  The  MTCPs essentially allow independent
telephone  companies  to act as toll carriers. During the three- and six-month
periods  ended      June 30, 1997, the MTCPs reduced long-distance revenues by
$12  and  $29,  which was offset by increased intrastate access revenues of $1
and  $3, and decreased other operating expenses      (i.e., access expense) of
$9  and  $23,  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

Excluding  the  effects  of  the MTCPs, long-distance network service revenues
decreased  by  9.4  and  8.6  percent  for  the  three- and six-month periods,
respectively.  Erosion of long-distance network service revenues will continue
due  to  the  loss  of  exclusivity  of  1+  dialing in Minnesota and Arizona,
effective  in February and April 1996, respectively, and continued competitive
dial-around  activity  in  other  states  within the Communications Group's 14
state  region.    The Communications Group is responding to competitive losses
through  competitive pricing of intraLATA long-distance services and increased
promotional  efforts  to  retain  customers.

Other Services Revenues.  Other services revenues increased largely due to the
second-quarter  1997  $30  reclassification  of public telephone revenues from
local  service  revenues.    Also  contributing  to  the  increase was interim
compensation  revenue  from  interexchange  carriers  as a result of the FCC's
payphone  orders  which  took  effect  April  15, 1997.  The amount of interim
compensation  may  change  as  a  result  of the District of Columbia Court of
Appeals  recent  review  and remand of the FCC's payphone orders. Increases in
voice  messaging,  inside wire maintenance and billing and collection services
revenues  were  almost entirely offset by a reduction in contract revenues due
to  the  completion  of  a large federal government telephony project in 1996.

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

Costs  and  Expenses
<TABLE>

<CAPTION>



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

                                   Three       Three      Increase    Increase    Six         Six         Increase    Increase
                                   Months      Months     (Decrease)  (Decrease)  Months      Months      (Decrease)  (Decrease)
                                   Ended       Ended                              Ended       Ended
                                   June 30,    June 30,                           June 30,    June 30,
                                        1997        1996  Dollars     Percent          1997        1996   Dollars     Percent
Employee-related expenses          $     904   $     921        (17)       (1.8)  $   1,768   $   1,788         (20)       (1.1)
Other operating expenses                 391         387          4         1.0         836         775          61         7.9 
Taxes other than income taxes             98         100         (2)       (2.0)        205         197           8         4.1 
Depreciation and amortization            530         518         12         2.3       1,057       1,035          22         2.1 
Interest expense                         100         110        (10)       (9.1)        203         221         (18)       (8.1)
Gains on sales of rural telephone
   exchanges                              29          49        (20)      (40.8)         47          49          (2)       (4.1)
Other income (expense) - net             (19)          4        (23)          -         (41)        (12)         29           - 
</TABLE>


Employee-Related  Expenses.    Employee-related expenses decreased $17, or 1.8
percent,  and  $20,  or  1.1  percent,   for the three- and six-month periods,
respectively.    The  decreases are primarily due to lower salaries and wages,
overtime,  and  conference  and  travel expenses. Salaries and wages decreased
primarily  as  a  result of employee reductions totaling 4,051 during the last
twelve  months.  However,  this  decrease was largely offset by the effects of
inflation-driven wage increases. The reduction in overtime, and conference and
travel  expenses  is  primarily  the  result of continued cost control efforts
which  accelerated  in  the  latter  half  of  1996.  Partially offsetting the
decreases  were  higher  contract  labor  costs  and  an  increase  in  the
postretirement  benefits  accrual.
<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 contract labor is primarily due to additional costs for system
development  work  and  the  launch of new products and services. The contract
labor  increase  during the six-month period also includes marketing and sales
efforts  associated  with  a  first-quarter  1997  promotion  of  caller
identification.

Other  Operating Expenses.  The increase in other operating expenses of $4, or
1.0  percent,  during  the  three-month  period,  was  partially attributed to
additional  repair  costs  associated  with  flooding  in  North  Dakota. Also
contributing  to the increase was a reserve adjustment associated with billing
and  collection  activities  performed  for  interexchange carriers, increased
professional fees and costs related to growth initiatives.  The increases were
partially offset by lower materials and supplies as a result of continued cost
control  efforts  and  lower  costs  due  to the completion of a large federal
government  telephony  project  in  1996.  Reduced  access  expense (primarily
related  to  the  implementation of the MTCPs in 1996 and 1997) also decreased
operating  expenses.

During  the  six-month  period, other operating expenses increased $61, or 7.9
percent.  The increase was predominantly a result of higher advertising costs,
of  which  approximately  $30  is  attributable to an advertising promotion of
caller  identification  in  first-quarter  1997,  and  a  reserve  adjustment
associated  with billing and collection activities performed for interexchange
carriers.    Also contributing to the increase was additional network software
purchases,  increased  professional  fees  and  repair  costs  associated with
flooding  in  North  Dakota.    Costs  related  to the growth initiatives also
contributed  to  the  increase.  Partially offsetting the increases were lower
materials and supplies as a result of continued cost control efforts and lower
costs due to the completion of a large federal government telephony project in
1996.   Reduced access expense (primarily related to the implementation of the
MTCPs  in  1996  and  1997)  also  decreased  operating  expenses.

Taxes  Other Than Income Taxes. Taxes other than income taxes decreased $2, or
2.0  percent,  and increased $8, or 4.1 percent,  for the three- and six-month
periods,  respectively.    Decreased  property  taxes  due  to  favorable  tax
valuations  and  mill levies, as compared with 1996, were partially offset for
the  three-month  period,  and  more  than offset for the six-month period, by
increased  use  and  gross  receipt  taxes.

Depreciation and Amortization. Increased depreciation and amortization expense
was  attributable  to the effects of a higher depreciable asset base partially
offset  by  lower  depreciation  rates  for  certain  classes  of  plant.

Interest Expense.  Interest expense decreased $10, or 9.1 percent, and $18, or
8.1  percent,    for the three- and six-month periods, respectively, primarily
due  to  lower  average  debt  levels and interest rates as compared to 1996. 
Partially  offsetting  the  decrease in interest expense was a decrease in the
amount  of  interest  capitalized  resulting  from  a lower average balance of
telecommunications  plant  under  construction.

<PAGE>
Form  10-Q  -  Part  I

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

Gains  on  Sales  of  Rural  Telephone Exchanges.  During the six-month period
ended  June  30,  1997, the Communications Group sold selected rural telephone
exchanges  in  Iowa, South Dakota, Nebraska and Idaho for a pretax gain of $47
and  an  after  tax  gain  of $29.  Certain Iowa, South Dakota and Idaho rural
telephone  exchanges were sold during second-quarter 1997 for a pretax gain of
$29  and  an  after tax gain of $18.  The 1996 gains were a result of sales in
North  and  South  Dakota.

Other  Income  (Expense).  Other expense increased primarily due to additional
interest expense associated with the Communications Group's interstate sharing
liabilities  and  state  regulatory  liabilities.

Provision  for  Income  Taxes
<TABLE>

<CAPTION>



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

                            Three      Three               Six        Six
                            Months     Months              Months     Months
                            Ended      Ended               Ended      Ended
                            June 30,   June 30,   Percent  June 30,   June 30,   Percent
                                 1997       1996  Change        1997       1996  Change
Provision for income taxes  $     198  $     193      2.6  $     396  $     368      7.6
Effective tax rate                  -          -        -       37.1       37.3        -
</TABLE>


The  increase in the provision for income taxes resulted primarily from higher
pretax  earnings  and  lower  amortization  of  the  investment  tax  credit.

Restructuring  Charge

During  the  six-month  period  ended June 30, 1997, the restructuring reserve
decreased  $45  to  a  balance of $78.  Reserve usage is primarily a result of
expenditures  for  380  employee separations during the first half of 1997 and
systems  development  costs.  The  restructuring  plan  is  expected  to  be
substantially  complete  by  the end of 1997. Management continues to evaluate
the  remaining  reserve  balance  and  employee  separations.

LIQUIDITY  AND  CAPITAL  RESOURCES

Operating  Activities

Cash  provided  by  operations increased $573, to $2,002, in the first half of
1997 compared with 1996.  The increase in operating cash flow is primarily due
to  business  growth  and continued cost control efforts.  Lower tax payments,
along with a decrease in the cash funding of postretirement benefits and lower
restructuring  expenditures,  also  contributed  to  the  increase.

<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

Communications  Group  capital  expenditures  were  $841  during the first six
months  of  1997.   The majority of the 1997 expenditures were for access line
growth,  continued  improvement  of  the  telecommunications  network  and for
interconnection  costs  related  to the Telecommunications Act. The decline of
$425  in capital expenditures as compared with 1996 is primarily due to timing
and  tighter  control  efforts  over  spending.  The  Communications  Group
anticipates  capital expenditures will accelerate during the remainder of 1997
and  will  include  expenditures  for wireless personal communications service
("PCS"),   interconnection requirements  related to the Telecommunications Act
and  interLATA  long-distance  service.

In January 1997, the Company purchased PCS licenses in the FCC's block auction
of  D and E spectrum.  The licenses were granted to the Company in June 1997. 
The  purchase  price  of  approximately  $57  was  paid  in  July  1997.

Financing  Activities

During  the first half of 1997, debt decreased $713 and the percentage of debt
to total capital decreased from 62.4 at December 31, 1996, to 58.2 percent, at
June  30,  1997.    The decrease in the percentage of debt to total capital is
primarily  a  result  of  lower debt levels, partially driven by lower capital
expenditures  and  increased  operating  cash  flows.

In  connection  with  the recent regulatory rulings (See "Contingencies"), U S
WEST Communication's senior unsecured debt rating is under review by Moody's. 
The  review  may  result  in  a  downgrading.

Under  the  terms  of  the Dex Transfer, $3.9 billion of U S WEST debt will be
reallocated  from  the  Media  Group  to  the  Communications  Group  and  the
Communications Group will issue shares of Communications Group common stock to
Media  Group  shareowners  totaling $850.  Contingent upon receiving favorable
federal  income tax treatment, the Company intends to pursue the Dex Transfer.

On July 30, 1997, U S WEST announced that it will call its Liquid Yield Option
Notes  effective  August 29, 1997.  At June 30, 1997, the notes had a carrying
value  of  $300.

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

<PAGE>
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, Inc. there are pending regulatory actions in local
regulatory  jurisdictions  that  call  for  price  decreases, refunds or both.

On  May  1,  1996,  the Oregon Public Utilities Commission ("OPUC") approved a
stipulation  terminating prematurely U S WEST Communications' alternative form
of  regulation  ("AFOR")  plan,  and  it  then  undertook a review of U S WEST
Communication's  earnings.    In  May  1997,  the  OPUC  ordered  U  S  WEST
Communications  to  reduce  its  annual  revenues by $97, effective     May 1,
1997,  and  to  issue  a one-time refund, including interest, of approximately
$102 to reflect the revenue reduction for the period May 1, 1996 through April
30,  1997.    The one-time refund is for interim rates which became subject to
refund  when U S WEST Communications' AFOR plan was terminated on May 1, 1996.

U  S  WEST  Communications  filed  an  appeal  of  the  order and asked for an
immediate  stay  of the refund with the Oregon Circuit Court for the County of
Marion  ("Oregon  Circuit Court").  On June 26, 1997, the Oregon Circuit Court
granted  U S WEST Communications' request for a stay, pending a full review of
the  OPUC's order.  The Oregon Circuit Court is scheduled to hear arguments on
the  appeal  in  December  1997.

The  one-time  refund  and  cumulative amount of revenues collected subject to
refund,  including  interest,  as of June 30, 1997, totals approximately $121.

In 1996, the Washington State Utilities and Transportation Commission ("WUTC")
acted  on            U  S  WEST  Communications'  1995  rate request. U S WEST
Communications  had sought to increase revenues by raising rates primarily for
basic  residential  services over a four-year period.  Instead of granting U S
WEST  Communications'  request,  the  WUTC ordered $91.5 in annual net revenue
reductions,  effective    May  1,  1996.

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

<PAGE>
Form  10-Q  -  Part  I

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

Effective  May  1,  1996,  U  S  WEST Communications began collecting revenues
subject  to  refund.    The cumulative amount of revenues collected subject to
refund  as  of  June  30,  1997,  including  interest,  is approximately $135.

In  another  proceeding, the Utah Supreme Court remanded a Utah Public Service
Commission  ("PSC")  order  to  the  PSC for hearing, thereby establishing two
exceptions  to  the  rule  against  retroactive  ratemaking: 1) unforeseen and
extraordinary  events,  and  2)  misconduct.  The PSC's initial order denied a
refund  request  from  interexchange carriers and other parties related to the
Tax  Reform  Act  of 1986. The potential exposure, including interest, at June
30,  1997,  is  approximately  $160.

The  Communications  Group has accrued $113 at June 30, 1997, which represents
its estimated liability for state regulatory proceedings.  It is possible that
the  ultimate liability could exceed the recorded liability by an amount up to
$300.  The  Communications  Group  continues to monitor and evaluate the risks
associated with its state regulatory environment, and will adjust estimates as
new  information  becomes  available.

REGULATORY  ENVIRONMENT

The    Telecommunications  Act  of  1996

The Telecommunications Act of 1996 (the "Telecommunications Act") replaces the
Modification  of  Final Judgment, the antitrust consent decree entered into in
1984  in  connection  with  the  divestiture  by  AT&T  of its local telephone
business  and  the formation of U S WEST and the other Regional Bell Operating
Companies  ("RBOCs").    The  Telecommunications  Act  permits local telephone
companies, long-distance carriers and cable television companies to enter each
others' lines of business.  Among other things, the RBOCs will be permitted to
provide  interLATA  long-distance  services by opening their local networks to
facilities-based  competition  and satisfying a detailed list of requirements,
including  providing  interconnection  and  number  portability.  The
Telecommunications  Act  also  reaffirms  the concept of universal service and
directs  the  FCC  and state regulators to determine universal service funding
policy.    The  FCC and state regulators have been given the responsibility to
interpret  and  oversee  implementation  of  large  portions  of  the
Telecommunications  Act.

On  August  8,  1996, the FCC issued an order (the "FCC Order") establishing a
framework  of  minimum national rules that would enable the states and the FCC
to  begin  implementing  the  local  competition  provisions  of  the
Telecommunications  Act.  Among  other things, the FCC Order established rigid
costing  and  pricing  rules which, from U S WEST's perspective, significantly
impede  negotiations  with  new  entrants  to the local exchange market, state
public  utility  commission  ("PUC")  interconnection  rulemakings,  and
interconnection  arbitration  proceedings.

<page
Form  10-Q  -  Part  I

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

On  July  18,  1997,  the  Eighth  Circuit Court of Appeals ("Eighth Circuit")
vacated significant portions of the FCC Order.  Most significantly, the Eighth
Circuit  ruled  that jurisdiction over local interconnection prices rests with
the  states,  not  the FCC.  The effect of the Eighth Circuit's decision is to
have interconnection and network unbundled element pricing be resolved through
negotiations  or  state  PUC  arbitration  proceedings.    Some  of  the FCC's
unbundling  rules,  as  well  as  its  "pick  and choose" provision, were also
vacated  by  the  Eighth  Circuit  Court.

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

UNIVERSAL  SERVICE

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

The  FCC's  Universal  Service  Order  also  includes the establishment of two
separate  funds  to  help  connect  eligible  schools and libraries, and rural
health  care providers, to the global telecommunications network.  These funds
are  capped  at  $2.25  billion  and  $400,  respectively.

On  July  17, 1997, U S WEST filed a petition with the FCC for reconsideration
and  clarification  of  certain  issues in the Universal Service Order.  Among
other  things,  the Company requested the FCC to reconsider: 1) establishing a
national  fund  to  ensure  high-cost  support is sufficient, and 2) assessing
contributions  as  explicit  end-user  surcharges.    Appeals of the Universal
Service  Order  have  been  filed  by  various  other  companies.

<PAGE>
Form  10-Q  -  Part  I

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

FEDERAL  ACCESS  REFORM

The FCC has ordered a substantial restructuring of interstate access pricing. 
A  significant  portion  of  the  pricing  that  has  been  charged  using
minutes-of-use  pricing  will  now  be  charged  using  a  combination  of
minutes-of-use  rates,  presubscribed  interexchange carrier charges ("PICCs")
and  subscriber  line  charges  ("SLCs").   Although an increase in the SLC to
multi-line  business  users occurred on July 1, 1997, the bulk of the mandated
pricing  changes  will  occur on January 1, 1998.  Additional mandated pricing
changes  will  also  occur on January 1, 1998 through 2001.  The net effect of
these  changes  will  be to decrease minutes-of-use charges by over 60 percent
and  inrease flat-rate charges (i.e. PICCs and SLCs).  The Access Reform Order
generally  removes  non-traffic  sensitive  costs  from  minutes-of-use access
charges.  The  FCC  concluded  these  non-traffic  sensitive  costs  should be
generally  recovered through flat-rate charges against interexchange carriers,
multi-line business users and additional residential lines.  The Access Reform
Order  also  continued  in  place  the  current rules by which incumbent local
exchange  carriers  ("LECs")  may  not  assess  interstate  access  charges on
information  service  providers and purchasers of unbundled network elements. 
The  FCC  will  separately  address  issues  surrounding  information  service
providers'  usage  of  the  public  switched  network  in  a related notice of
inquiry.    The impacts of access reform will occur over a number of years and
cannot  be  evaluated until the FCC resolves all remaining issues.  Generally,
however,  the Access Reform Order will reduce the revenues the Company derives
from  interstate  access  charges. Competition from new entrant LECs will also
affect  the  Company's  access  revenues.

U  S  WEST has appealed the Access Reform Order.  U S WEST's primary challenge
is  that the FCC acted unlawfully by exempting purchasers of unbundled network
elements  from  payment  of  interstate  access  charges.

PRICE  CAP  ORDER

The  FCC's  Price  Cap  Order  requires  LECs  that  are  subject to price cap
regulation  to  increase  their  price  cap  index  productivity factor to 6.5
percent.    The  order eliminates the lower productivity factor options (i.e.,
4.0  percent  and  4.7  percent)  that  required  sharing  of earnings above a
specified  level  and  will  require  LECs  to  set their 1997 price cap index
assuming  that  the  6.5  percent factor had been in effect at the time of the
1996  tariff  filing.

Under  the  FCC's previous price cap plan, U S WEST Communications had elected
the  lowest  productivity  factor,  4.0 percent, in its 1996 annual interstate
tariff  filing.   As a result, U S WEST Communications remained subject to the
sharing  requirements  for  the  first  half  of  1997.  In May 1997, U S WEST
Communications requested a waiver of the price cap sharing rules for the first
half  of 1997.  On June 26, 1997, the FCC granted the waiver, resulting in U S
WEST  Communications  making  a one-time exogenous cost adjustment of $22. The
adjustment  is reflected in the 1997 second-quarter interstate access revenues
results  (See "Operating Revenues"). The $22 adjustment was reflected in lower
interstate  access  rates  over  twelve  months  beginning  July  1,  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

As  mandated  by  the  Price  Cap  Order,  the  price  cap  index  in U S WEST
Communications'  1997 interstate access tariff filing was established assuming
that the 6.5 percent productivity factor had been in effect at the time of the
1996  tariff  filing.    The  access  rate reductions have an on-going revenue
impact  of approximately $165 which will be reflected through lower interstate
rates  over  twelve  months  beginning  July  1,  1997.

On  June  23,  1997,  U  S  WEST petitioned the Tenth Circuit Court of Appeals
("Tenth Circuit") for a review of the Access Reform Order and Price Cap Order.
 Among  other  things,  the petition requested the Tenth Circuit to review the
use  of  a  6.5 percent productivity factor and the retroactive application of
the 6.5 percent productivity factor to July 1, 1996 when determining the price
cap  index  for  the  1997  price  cap  filing.    Through  the federal court,
multi-district  litigation  forum  selection  process, the Access Reform Order
will be reviewed by the Eighth Circuit.  The Tenth Circuit has now transferred
review  of  the  Price Cap Order to the District of Columbia Court of Appeals.

<PAGE>
Form  10-Q  -  Part  I

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

<CAPTION>



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

                                                  Three       Three       Six         Six
                                                  Months      Months      Months      Months
                                                  Ended       Ended       Ended       Ended
                                                  June 30,    June 30,    June 30,    June 30,
Dollars in millions (except per share amounts)         1997        1996        1997        1996 
Sales and other revenues:
   Cable and telecommunications                   $     589   $      59   $   1,145   $     116 
   Wireless communications                              363         290         698         554 
   Directory and information services                   319         304         628         592 
   Other                                                  6           5          13           9 
                                                  ----------  ----------  ----------  ----------
      Total sales and other revenues                  1,277         658       2,484       1,271 

Operating expenses:
   Cost of sales and other revenues                     430         206         836         405 
   Selling, general and administrative expenses         360         238         680         456 
   Depreciation and amortization                        300          70         603         137 
                                                  ----------  ----------  ----------  ----------
      Total operating expenses                        1,090         514       2,119         998 
                                                  ----------  ----------  ----------  ----------

Income from operations                                  187         144         365         273 

Interest expense                                        166          26         341          50 
Equity losses in unconsolidated ventures                153          77         318         143 
Gains on sales of investments                            44           -          95           - 
Guaranteed minority interest expense                     22          12          44          24 
Other expense - net                                       5          27           9          34 
                                                  ----------  ----------  ----------  ----------

Income (loss) before income taxes and
    extraordinary item                                 (115)          2        (252)         22 
Provision (benefit) for income taxes                    (18)         13         (46)         30 
                                                  ----------  ----------  ----------  ----------
Loss before extraordinary item                          (97)        (11)       (206)         (8)
Extraordinary item:
    Early extinguishment of debt, net of tax              3           -           3           - 
                                                  ----------  ----------  ----------  ----------
NET LOSS                                          $     (94)  $     (11)  $    (203)  $      (8)
                                                  ==========  ==========  ==========  ==========

Dividends on preferred stock                             12           1          25           2 
                                                  ----------  ----------  ----------  ----------

LOSS AVAILABLE FOR
    COMMON STOCK                                  $    (106)  $     (12)  $    (228)  $     (10)
                                                  ==========  ==========  ==========  ==========

LOSS PER COMMON SHARE                             $   (0.17)  $   (0.03)  $   (0.38)  $   (0.02)
                                                  ==========  ==========  ==========  ==========

AVERAGE COMMON SHARES
    OUTSTANDING (thousands)                         606,446     473,593     606,486     473,298 
</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>

                                           June 30,   December 31,
Dollars in millions                             1997           1996

ASSETS

Current assets:
     Cash and cash equivalents             $     155  $         121
     Accounts and notes receivable - net         514            508
     Deferred directory costs                    252            259
     Receivable from Communications Group         96             92
     Marketable securities                         -             58
     Other                                       107            101
                                           ---------  -------------

Total current assets                           1,124          1,139
                                           ---------  -------------

Gross property, plant and equipment            5,759          5,111
Accumulated depreciation                       1,178            836
                                           ---------  -------------

Property, plant and equipment - net            4,581          4,275

Investment in Time Warner Entertainment        2,483          2,477
Net investment in international ventures       1,322          1,548
Intangible assets - net                       12,461         12,595
Net investment in assets held for sale           416            409
Other assets                                   1,340          1,618
                                           ---------  -------------

Total assets                               $  23,727  $      24,061
                                           =========  =============
</TABLE>




See  Notes  to  Combined  Financial  Statements.


Form  10-Q  -  Part  I


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

<CAPTION>



<S>                                                 <C>        <C>

                                                    June 30,   December 31,
Dollars in millions                                      1997           1996

LIABILITIES AND EQUITY

Current liabilities:
     Short-term debt                                $   1,277  $         217
     Due to Continental Cablevision shareowners             -          1,150
     Accounts payable                                     320            425
     Deferred revenue and customer deposits               127            129
     Other                                                925            795
                                                    ---------  -------------

Total current liabilities                               2,649          2,716
                                                    ---------  -------------


Long-term debt                                          8,516          8,636
Deferred income taxes                                   3,577          3,600
Deferred credits and other                                389            346

Company-obligated mandatorily redeemable preferred
   securities of subsidiary trust holding solely
    Company-guaranteed debentures                       1,080          1,080
Preferred stock subject to mandatory redemption           100             51

Media Group equity                                      7,416          7,632
                                                    ---------  -------------

Total liabilities and equity                        $  23,727  $      24,061
                                                    =========  =============
</TABLE>




See  Notes  to  Combined  Financial  Statements.

<PAGE>
Form  10-Q  -  Part  I


 COMBINED  STATEMENTS  OF  CASH  FLOWS                    U S WEST MEDIA GROUP
(Unaudited)
Dollars  in  millions
<TABLE>

<CAPTION>



<S>                                                     <C>       <C>

Six Months Ended June 30,                                  1997    1996 

OPERATING ACTIVITIES
   Net loss                                             $  (203)  $  (8)
   Adjustments to net loss:
      Depreciation and amortization                         603     137 
      Equity losses in unconsolidated ventures              318     143 
      Gains on sales of investments                         (95)      - 
      Deferred income taxes                                 (69)    (47)
      Provision for uncollectibles                           44      30 
   Changes in operating assets and liabilities:
      Accounts and notes receivable                         (30)    (48)
      Deferred directory costs and other                    (34)    (10)
      Accounts payable and accrued liabilities               51     (11)
   Other adjustments - net                                   (9)     16 
                                                        --------  ------
   Cash provided by operating activities                    576     202 
                                                        --------  ------
INVESTING ACTIVITIES
   Expenditures for property, plant and equipment          (717)   (243)
   Payment to Continental Cablevision shareowners        (1,150)      - 
   Investment in international ventures                     (44)   (139)
   Proceeds from sale of Time Warner, Inc. shares           220       - 
   Proceeds from sales of investments                       355       - 
   Cash from net investment in assets held for sale          50      93 
   Other - net                                             (141)    (74)
                                                        --------  ------
   Cash (used for) investing activities                  (1,427)   (363)
                                                        --------  ------
FINANCING ACTIVITIES
   Proceeds from (repayments of) short-term debt - net   (3,052)     80 
   Proceeds from issuance of long-term debt               4,110     330 
   Repayments of long-term debt                            (108)   (223)
   Dividends paid on preferred stock                        (23)     (2)
   Proceeds from issuance of common stock                    11      28 
   Purchases of treasury stock                              (53)      - 
                                                        --------  ------
   Cash provided by financing activities                    885     213 
                                                        --------  ------
CASH AND CASH EQUIVALENTS
   Increase                                                  34      52 
   Beginning balance                                        121      20 
                                                        --------  ------
   Ending balance                                       $   155   $  72 
                                                        ========  ======
</TABLE>


See  Notes  to  Combined  Financial  Statements.

<PAGE>
Form  10-Q  -  Part  I

                             U S WEST MEDIA GROUP
                    NOTES TO COMBINED FINANCIAL STATEMENTS
          For the Three and Six Months Ended June 30, 1997 and 1996
                            (Dollars in millions)
                                 (Unaudited)

A.      Summary  of  Significant  Accounting  Policies

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

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

Financial  Instruments.   Synthetic instrument accounting is used for interest
rate  swaps  and  interest rate caps if the index, maturity, and amount of the
instrument  match  the  terms of the underlying debt.  Net interest accrued is
recognized  over  the  life  of  the  instruments as an adjustment to interest
expense and is a component of cash provided by operating activities.  Any gain
or  loss  on  the  termination of an instrument, which qualifies for synthetic
instrument accounting, would be deferred and amortized over the remaining life
of  the  original  instrument.

Hedge  accounting  is  used  for  foreign  currency  forward  and  zero-cost
combination  contracts  which qualify for and are designated as hedges of firm
equity  investment  commitments  and  for  options and forward contracts which
qualify as hedges of future debt issues.  To qualify for hedge accounting, the
contracts  must  have a high inverse correlation to the exposure being hedged,
and  reduce the risk or volatility associated with changes in foreign exchange
or interest rates.  Qualified contracts are carried at market value with gains
and  losses  recorded in equity until sale of the investment or are associated
with the related debt and amortized as yield adjustments.  Any gain or loss on
the termination of a contract, which qualifies for hedge accounting,. would be
deferred  and  accounted  for  with  the  related  transaction.

<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  (continued)

Market  value accounting is used for derivative contracts which do not qualify
for synthetic instrument or hedge accounting.  Market value accounting is also
used  for  foreign  exchange  contracts  designated  as  hedges  of  foreign
denominated  receivables  and payables.  These contracts are carried at market
value  in  other assets or liabilities with gains and losses recorded as other
income  (expense).  U S WEST does not use derivative financial instruments for
trading  purposes.

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

In  1998,  U  S WEST will adopt SFAS No. 130, "Reporting Comprehensive Income"
and  SFAS  No.  131,  "Disclosures about Segments of an Enterprise and Related
Information."    SFAS  No.  130  requires that the components of and the total
amount  for  comprehensive  income  be displayed in the financial statements. 
Comprehensive  income  includes  net income and all changes in equity during a
period  that  arise  from nonowner sources, such as foreign currency items and
unrealized  gains  and  losses  on  certain investments in equity securities. 
Among  other  things,  SFAS  No.  131  requires  detailed  operating  segment
information  of  an  enterprise  on  an  annual and interim period basis.  The
effects  of  adopting  both  SFAS  No.  130  and  131  are  being  evaluated.

B.    AirTouch  Transaction

During  1994,  U  S  WEST  entered  into  a definitive agreement with AirTouch
Communications,  Inc.  ("AirTouch")  to  combine  their  domestic  cellular
properties  into  a  partnership  in a multi-phased transaction (the "AirTouch
Joint  Venture").    During  Phase I, which commenced on November 1, 1995, the
cellular  properties  are owned separately.  A wireless management company has
been  formed  and  is providing services to both companies, as requested, on a
contract  basis.

In  February  1997,  the  King County Superior Court in Washington state ruled
that  a  subsidiary  of  Media  Group  violated  the  terms of its partnership
agreement  with  its  minority partners in the Seattle cellular partnership by
entering  into the AirTouch Joint Venture.  The Company currently is complying
with  the  Court's  order which requires the Company to issue a right of first
refusal  to  the  minority  partners  with respect to the subsidiary's limited
partnership  interest.   The Court has also authorized the limited partners to
take  legally  appropriate  steps  by  August  15,  1997,  to  secure  
<PAGE>
Form  10-Q  -  Part  I

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

B.    AirTouch  Transaction  (continued)

unanimous  agreement for a substitute for the Company as the general partner. 
The  Company  retains  its  right  to  appeal  unfavorable  rulings  before
transferring  any  partnership  interest in the Seattle cellular partnership. 
Similar  litigation  has  been  filed  in  other jurisdictions regarding other
cellular  partnerships  by  the same minority partner that brought the Seattle
litigation.   The Company is also seeking declaratory relief from the Delaware
Chancery  Court.  The Company believes it will ultimately be successful in all
litigation  asserting  that  the  Company's  entering  into the AirTouch Joint
Venture  violated  its  partnership  agreements  with  its  minority partners.

In  May  1997, Media Group and AirTouch entered into a definitive agreement to
merge  Media  Group's  domestic  cellular business and its interest in PrimeCo
Personal  Communications  ("PrimeCo")  into AirTouch (the "AirTouch Merger"). 
Completing  the  AirTouch  Merger,  on  a  tax-free basis depended among other
things,  upon  the  final status of the "Morris Trust" provision of the recent
tax  legislation.  Since the enacted legislation eliminated the "Morris Trust"
provision and did not provide transitional relief for the AirTouch Merger, the
Company  will  continue  with the original AirTouch Joint Venture transaction.

Media  Group  and  AirTouch  have  agreed  not  to  proceed to Phase II of the
AirTouch  Joint Venture before May 5, 1998.  In Phase II of the AirTouch Joint
Venture,  the  partners  will  combine  those  domestic  properties  for which
authorizations  and partnership approvals have been obtained.  Media Group has
the  right  under Phase III of the AirTouch Joint Venture agreement to convert
its  joint  venture  interest  into  AirTouch  stock.

C.    Dex  Transfer

In  May  1997,  U  S  WEST  announced  its  intention to transfer its domestic
directory  business from the Media Group to the Communications Group (the "Dex
Transfer").    Under  the  terms of the Dex Transfer, $3.9 billion of U S WEST
debt  will be reallocated from the Media Group to the Communications Group and
the  Communications  Group  will  issue  shares of Communications Group common
stock  to  Media  Group  shareowners totaling $850.  Contingent upon receiving
favorable  federal income tax treatment, the Company intends to pursue the Dex
Transfer.

D.    Asset  Sales  and  Restructurings

Marketable  Securities  and  Investments.   During the second quarter of 1997,
Media  Group  sold  an  additional 2 million shares of Teleport Communications
Group,  Inc.  ("TCG")  for  proceeds  of $58, bringing the total number of TCG
shares  sold  in  1997  to 6,075,000 for total proceeds of $178. In connection
with  the  November  15,  1996  merger of Continental Cablevision, Inc. into a
wholly  owned  subsidiary of  U S WEST (the "Continental Merger"), Media Group
is  required  by a consent decree with the United States Department of Justice
to  dispose  of  its  interest  in  TCG  by

<PAGE>
Form  10-Q  -  Part  I

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

D.    Asset  Sales  and  Restructurings  (continued)

December  31, 1998. The share sales have reduced Media Group's interest in TCG
from  11  percent at December 31, 1996, to approximately 7 percent at June 30,
1997.   Also during the second quarter of 1997, Media Group sold its shares of
Time  Warner,  Inc.,  acquired in the Continental Merger, for proceeds of $220
and  a  pretax  gain  of  $44.

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

Each  of  the partners of PRIMESTAR Partners L.P., including Media Group, have
entered  into  an  agreement whereby each Partner's direct broadcast satellite
customers  and  certain  assets will be contributed to a newly formed company,
PRIMESTAR,  Inc.    In  exchange,  each  Partner,  including Media Group, will
receive a combination of cash and stock in PRIMESTAR, Inc.  The transaction is
subject  to  various  approvals  and is expected to close in early 1998.  In a
related  transaction, an agreement has been entered into whereby the satellite
assets controlled by News Corp. and its partner MCI Communications Corporation
will  be  purchased  by  PRIMESTAR, Inc. in exchange for nonvoting convertible
securities.    The  transaction  is subject to regulatory and other approvals.

Cable  Systems.    As  a  result  of  the Continental Merger, Media Group must
dispose of its wholly owned cable systems located within the telephone service
areas  of  U  S  WEST Communications, Inc.  Media Group has reached definitive
agreements  to  sell  its  cable systems in Minnesota and Idaho. The Minnesota
systems  are  being  sold for proceeds of approximately $600 and serve 290,000
subscribers.  The Idaho systems are being sold for approximately $26 and serve
16,000  subscribers.  In  accordance  with  SFAS  No. 121, "Accounting for the
Impairment  of Long-Lived Assets and for Long-Lived Assets to be Disposed Of,"
Media Group has stopped depreciation and amortization related to these assets.
 In  each  case, the sale proceeds approximate the carrying value of the cable
systems.    These systems contributed $6 and $7 in operating income during the
three-  and  six-month  periods  ended June 30, 1997, respectively.  The cable
system  sales are subject to federal and local regulatory approvals, including
the  transfer  of  franchises,  and  are  expected  to  close  in  early 1998.

<PAGE>
Form  10-Q  -  Part  I

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

D.    Asset  Sales  and  Restructurings  (continued)

International  Directories.    On  June  4,  1997,  Media  Group  sold Thomson
Directories,  its  directory operation in the United Kingdom, for $121.  Also,
in  July  1997, Media Group entered into an agreement to sell U S WEST Polska,
its  directory  operation  in  Poland.    The  sale  is awaiting approval from
Poland's  Office  of  Competition and Consumer Protection.  These transactions
will  result  in  the  disposition of Media Group's wholly owned international
directory  operations.

E.    Series  E  Preferred  Stock  Subject  to  Mandatory  Redemption

On  June  30,  1997,  Media  Group  acquired  cable  systems  serving  40,000
subscribers  in  the  state  of Michigan for cash of $25 and 994,082 shares of
nonvoting, Series E Convertible Preferred Stock (the "Preferred Stock") issued
by  U  S  WEST.    Dividends  are payable quarterly at the annual rate of 6.34
percent.    The  Preferred Stock is recorded at the market value of $50.00 per
share  at  June  30,  1997,  which  is  equal  to  its liquidation value. Upon
redemption,  the  preferred  stockholders may elect to receive cash or convert
their Preferred Stock into Media Group common stock.  Cash redemption is equal
to  the  Preferred Stock's liquidation value of $50.00 per share, plus accrued
dividends.    The  number of shares of Media Group common stock to be received
upon  conversion  is $47.50 per share divided by the then current market price
of  Media Group common stock.  The conversion rate is subject to adjustment by
U  S  WEST  under  certain  circumstances.

The  Preferred  Stock  is  redeemable  as  follows:  (a) U S WEST may call for
redemption  all or any part of the Preferred Stock beginning on June 30, 2002;
(b)  on a yearly basis beginning August 1, 2007, and continuing through August
1,  2016,  U  S WEST will redeem 49,704 shares of Preferred Stock, and on June
30,  2017,  all of the remaining outstanding shares of Preferred Stock; or (c)
all  of  the outstanding Preferred Stock shall be redeemed upon the occurrence
of  certain  events,  including  the  dissolution  or  sale  of  Media  Group.

The  Preferred  Stock ranks senior to all classes of U S WEST common stock, is
subordinated  to  any  senior  debt  and  ranks  on equal terms with all other
preferred  securities.

F.    Subsequent  Events

In  July  1997,  Media  Group  entered into an agreement to purchase up to the
remaining  50  percent  of  Fintelco,  S.A.,  ("Fintelco"),  a  cable  and
telecommunications  venture  with  approximately  660,000  cable  subscribers
located  in  Argentina.    This  additional interest could bring Media Group's
ownership  in  Fintelco up to 100 percent.  Closing is contingent upon various
regulatory  approvals,  which  are  expected during the third quarter of 1997.

<PAGE>
Form  10-Q  -  Part  I

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

F.    Subsequent  Events  (continued)

On  August  6,  1997,  Media  Group  announced  it will relocate the corporate
offices  of  its  domestic  cable  operations,  MediaOne, Inc., from Boston to
Denver.  Approximately  150 employees will be asked to relocate to Denver. The
move is designed to improve operations through better alignment and focus, and
will  occur  in  phases  between  September  1997 and June 1998.  In addition,
several  changes  in  the  senior  management of MediaOne were announced.  The
Media  Group  anticipates  incurring  a  pretax charge of approximately $30 in
third-quarter  1997  for  costs  related  to  the move and management changes.

G.    Net  Investment  in  Assets  Held  for  Sale

The  capital  assets  segment  is being accounted for in accordance with Staff
Accounting  Bulletin  No.  93,  issued by the SEC, 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 is being
evaluated  on  an  ongoing  basis with adjustments to the existing reserve, if
any,  being  charged  to  continuing  operations.  No such adjustment has been
required.    Prior  to  January 1, 1995, the entire capital assets segment was
accounted  for  as  discontinued  operations  in  accordance  with  Accounting
Principles  Board  Opinion  No.  30.

<PAGE>
Form  10-Q  -  Part  I

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

G.    Net  Investment  in  Assets  Held  for  Sale  (continued)

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

<CAPTION>



<S>                                                     <C>        <C>

                                                        June 30,   December 31,
Dollars in millions                                          1997           1996
ASSETS
Cash and cash equivalents                               $      22  $          21
Finance receivables - net                                     820            869
Investment in real estate - net of valuation allowance        184            182
Bonds, at market value                                        145            146
Investment in FSA                                             339            326
Other assets                                                  173            165
                                                        ---------  -------------

Total assets                                            $   1,683  $       1,709
                                                        =========  =============

LIABILITIES
Debt                                                    $     442  $         481
Deferred income taxes                                         681            671
Accounts payable, accrued liabilities and other               133            137
Minority interests                                             11             11
                                                        ---------  -------------

Total liabilities                                           1,267          1,300
                                                        ---------  -------------

  Net investment in assets held for sale                $     416  $         409
                                                        =========  =============
</TABLE>


Building  sales  and operating revenues of the capital assets segment were $21
and  $78  for  the  three-  and  six-month  periods  ended  June  30,  1997,
respectively,  and $21 and $51 for the three- and six-month periods ended June
30,  1996,  respectively.

Revenues  of U S WEST Financial Services, Inc., a member of the capital assets
segment,  were  $6 and $11 for the three- and six-month periods ended June 30,
1997,  respectively, and $7 and $14 for the three- and six-month periods ended
June  30,  1996, respectively.  Selected financial data for U S WEST Financial
Services  follows:
<TABLE>

<CAPTION>



<S>                      <C>        <C>

                         June 30,   December 31,
                              1997           1996
Net finance receivables  $     861  $         859
Total assets                 1,066          1,058
Total debt                     246            236
Total liabilities              996            998
Equity                          70             60
</TABLE>



<PAGE>
Form  10-Q  -  Part  I

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

The  following  discussion  is  based  on  the  U  S WEST Media Group Combined
Financial  Statements prepared in accordance with GAAP.  The discussion should
be  read  in  conjunction  with  the  U  S  WEST,  Inc. Consolidated Financial
Statements.    Pro  forma discussions give effect to the Continental Merger as
though  it  had  occurred  as  of  January 1, 1996.  A discussion of the Media
Group's  operations  on  a  proportionate  basis  follows the GAAP discussion.

RESULTS OF OPERATIONS - THREE AND SIX MONTHS ENDED JUNE 30, 1997 COMPARED WITH
1996

Sales  and  Other  Revenues
<TABLE>

<CAPTION>



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

                                                                          Pro forma
                                                    Percent   Pro forma   Percent
Three Months Ended June 30,            1997   1996  Change          1996  Change

Cable and telecommunications:
     Domestic                        $  585  $  59        -   $      533        9.8 
     International                        4      -        -            -          - 
                                     ------  -----  --------  ----------  ----------
                                        589     59        -          533       10.5 
Wireless communications:
     Domestic:
        Cellular service                327    267     22.5          267       22.5 
        Cellular equipment               36     23     56.5           23       56.5 
                                     ------  -----  --------  ----------  ----------
                                        363    290     25.2          290       25.2 
Directory and information services:
     Domestic                           296    279      6.1          279        6.1 
     International                       23     25     (8.0)          25       (8.0)
                                     ------  -----  --------  ----------  ----------
                                        319    304      4.9          304        4.9 
Other                                     6      5     20.0            5       20.0 
                                     ------  -----  --------  ----------  ----------
Sales and other revenues             $1,277  $ 658     94.1   $    1,132       12.8 
                                     ======  =====  ========  ==========  ==========
</TABLE>



<TABLE>

<CAPTION>



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

                                                                          Pro forma
                                                     Percent  Pro forma   Percent
Six Months Ended June 30,              1997    1996  Change         1996  Change

Cable and telecommunications:
     Domestic                        $1,137  $  116        -  $    1,052        8.1
     International                        8       -        -           -          -
                                     ------  ------  -------  ----------  ---------
                                      1,145     116        -       1,052        8.8
Wireless communications:
     Domestic:
        Cellular service                630     506     24.5         506       24.5
        Cellular equipment               68      48     41.7          48       41.7
                                     ------  ------  -------  ----------  ---------
                                        698     554     26.0         554       26.0
Directory and information services:
     Domestic                           583     550      6.0         550        6.0
     International                       45      42      7.1          42        7.1
                                     ------  ------  -------  ----------  ---------
                                        628     592      6.1         592        6.1
Other                                    13       9     44.4           9       44.4
                                     ------  ------  -------  ----------  ---------
Sales and other revenues             $2,484  $1,271     95.4  $    2,207       12.6
                                     ======  ======  =======  ==========  =========
</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

Media  Group  sales  and other revenues increased 94.1 percent, to $1,277, and
95.4  percent,  to $2,484, for the three- and six-month periods ended June 30,
1997,  respectively.    On  a  pro  forma  basis,  Media Group sales and other
revenues increased 12.8 percent and 12.6 percent, for the three- and six-month
periods  ended  June  30,  1997, respectively.  The increases were primarily a
result  of  growth  in  cellular  service  revenue  and  domestic  cable  and
telecommunications  revenue.

Cable  and  Telecommunications    On  a  pro  forma  basis,  cable  and
telecommunications revenue increased 9.8 percent, to $585, and 8.1 percent, to
$1,137,  for  the  three-  and  six-month  periods  ended  June  30,  1997,
respectively.    The  increases  resulted  primarily  from  price increases of
approximately  6  to  8  percent,  the  addition  of  new  channels  and basic
subscriber  increases  of 1.8 percent, on a same property basis.  Increases in
pay-per-view  and  direct  broadcast  satellite  ("DBS") service revenues also
contributed  to  the  increase  in  revenue.    DBS service revenues increased
primarily  as  a  result  of  a 53.4 percent increase in DBS customers in 1997
compared  with  1996.

Results  for  1997 international cable and telecommunications revenues reflect
the  consolidation  of  Kabel  Plus  a.s.  ("Kabel Plus"), Media Group's cable
operation  in  the  Czech  Republic,  effective  the  third  quarter  of 1996.

Wireless  Communications  Cellular service revenues increased 22.5 percent, to
$327,  and  24.5 percent, to $630,  for the three- and six-month periods ended
June  30,  1997,  respectively.   These increases are a result of a 33 percent
increase  in subscribers during the last twelve months, partially offset by an
8.8  percent  drop in average revenue per subscriber to $48.00 per month.  The
increase  in  subscribers  relates  to continued growth in demand for wireless
services.

Cellular  equipment revenues increased 56.5 percent, to $36, and 41.7 percent,
to  $68,  for  the  three-  and  six-month  periods  ended  June  30,  1997,
respectively.    These increases are primarily a result of an increase in unit
sales associated with a 68 percent increase in gross customer additions in the
first  six months of 1997, partially offset by a decrease in selling price per
unit.

In  May  1997, Media Group and AirTouch entered into a definitive agreement to
merge  Media  Group's  domestic  cellular business and its interest in PrimeCo
into  AirTouch.   Completing the AirTouch Merger, on a tax-free basis depended
among  other  things, upon the final status of the "Morris Trust" provision of
the  tax  legislation.    Since the enacted legislation eliminated the "Morris
Trust"  provision  and  did  not  provide transitional relief for the AirTouch
Merger,  the  Company  will  continue with the original AirTouch Joint Venture
transaction.   See Note B - AirTouch Transaction - to the U S WEST Media Group
Combined  Financial  Statements.

Directory and Information Services  Revenues related to Yellow Pages directory
advertising  represent  98  percent  of  domestic  directory  and  information
services.   Yellow Pages directory advertising revenues increased 6.6 percent,
to  $291,  and  6.9  percent,  to  $575,  during  the  three-  
<PAGE>
Form  10-Q  -  Part  I

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

and  six-month  periods  ended June 30, 1997, respectively.  The increases are
largely  a  result  of  a 7.4 percent increase in revenue per local advertiser
primarily  resulting  from  price  increases of 4.6percent and an increase in
volume  and  complexity of advertisements sold.  These increases are offset by
decreased revenue associated with exited product lines which were nonstrategic
to the directory business.  Revenues related to interactive and other services
comprise  the  remaining  domestic directory and information services revenues
and  totaled  $5  and  $8  for the three- and six-month periods ended June 30,
1997,  respectively.

In  May  1997,  U  S  WEST  announced  its  intention to transfer its domestic
directory business from the Media Group to the Communications Group.  See Note
C  - Dex Transfer - to the U S WEST Media Group Combined Financial Statements.

On June 4, 1997, Media Group sold Thomson Directories, its directory operation
in the United Kingdom, for $121.  Also, in July 1997, Media Group entered into
an  agreement to sell U S WEST Polska, its directory operation in Poland.  The
sale  is  awaiting  approval  from Poland's Office of Competition and Consumer
Protection.    These  transactions  will  result  in  the disposition of Media
Group's  wholly  owned  international  directory  operations.

Operating  Income  (Loss)
<TABLE>

<CAPTION>



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

                                                                             Pro forma
                                                      Percent   Pro forma    Percent
Three Months Ended June 30,            1997    1996   Change          1996   Change

Cable and telecommunications:
     Domestic                         $   -   $   4         -   $       (5)          - 
     International                       (3)      -         -            -           - 
                                      ------  ------  --------  -----------  ----------
                                         (3)      4         -           (5)      (40.0)
Wireless communications:
    Domestic                            100      59      69.5           59        69.5 
    International                        (6)      -         -            -           - 
                                      ------  ------  --------  -----------  ----------
                                         94      59      59.3           59        59.3 
Directory and information services:
    Domestic                            132     115      14.8          115        14.8 
    International                        (2)     (3)    (33.3)          (3)      (33.3)
                                      ------  ------  --------  -----------  ----------
                                        130     112      16.1          112        16.1 
Other (see Note 1)                      (34)    (31)      9.7          (31)        9.7 
                                      ------  ------  --------  -----------  ----------

Operating income                      $ 187   $ 144      29.9   $      135        38.5 
                                      ======  ======  ========  ===========  ==========
</TABLE>




<PAGE>
Form  10-Q  -  Part  I

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

Operating  Income  (Loss)  (continued)
<TABLE>

<CAPTION>



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

                                                                            Pro forma
                                                     Percent   Pro forma    Percent
Six Months Ended June 30,             1997    1996   Change          1996   Change

Cable and telecommunications:
     Domestic                        $ (19)  $   8         -   $      (18)        5.6 
     International                      (7)      -         -            -           - 
                                     ------  ------  --------  -----------  ----------
                                       (26)      8         -          (18)       44.4 
Wireless communications:
     Domestic                          195     109      78.9          109        78.9 
     International                      (9)      -         -            -           - 
                                     ------  ------  --------  -----------  ----------
                                       186     109      70.6          109        70.6 
Directory and information services:
    Domestic                           262     225      16.4          225        16.4 
    International                       (9)    (11)    (18.2)         (11)      (18.2)
                                     ------  ------  --------  -----------  ----------
                                       253     214      18.2          214        18.2 
                                     ------  ------  --------  -----------  ----------
Other (see Note 1)<F1>                 (48)    (58)    (17.2)         (58)      (17.2)
                                     ------  ------  --------  -----------  ----------

Operating income                     $ 365   $ 273      33.7   $      247        47.8 
                                     ======  ======  ========  ===========  ==========
<FN>

<F1>
Note  1  - Primarily includes headquarters expenses for shared services and divisional
expenses  associated  with  equity  investments.
</TABLE>


During  the  three-  and  six-month  periods  ended June 30, 1997, Media Group
operating  income  increased  29.9 percent and 33.7 percent, to $187 and $365,
respectively.    On a pro forma basis, operating income increased 38.5 percent
and  47.8  percent,  for the three- and six-month periods ended June 30, 1997,
respectively.    The increases were primarily due to strong growth in domestic
wireless  communications  operations.

Media Group EBITDA more than doubled in 1997, to $487 and $968, for the three-
and  six-month periods ended June 30, 1997, respectively, due primarily to the
Continental  Merger.   On a pro forma basis, Media Group EBITDA increased 16.2
percent  and 19.4 percent, for the three- and six-month periods ended June 30,
1997,  respectively,  due primarily to domestic wireless operations. The Media
Group  considers EBITDA an important indicator of the operational strength and
performance  of  its businesses.  EBITDA, however, should not be considered 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.

Cable  and  Telecommunications    On  a  pro  forma  basis,  cable  and
telecommunications  operating  loss  decreased $2, to $3, and increased $8, to
$26,  for the three- and six-month periods ended June 30, 1997, respectively. 
International  cable  and  telecommunications  results  contributed  operating
losses of $3 and $7, for the three- and six-month periods ended June 30, 1997,
respectively,  due  to  the  third-quarter  1996  consolidation of Kabel Plus.

<PAGE>
Form  10-Q  -  Part  I

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

The  domestic cable and telecommunications operating loss decreased $5 for the
three-month  period  ended  June  30, 1997, compared with 1996, on a pro forma
basis.    The decrease in the operating loss was a result of an $8 increase in
EBITDA,  to  $237,  offset  by  a $3 increase in depreciation and amortization
expense.  For  the  six-month  period  ended June 30, 1997, domestic cable and
telecommunications  operating loss was virtually unchanged compared with 1996,
on  a  pro  forma  basis.   The $12 increase in EBITDA, to $460, was more than
offset  by  a  $13  increase  in  depreciation  and amortization expense.  The
increases  in EBITDA are primarily a result of higher revenues associated with
price  increases  of  6  to  8  percent combined with subscriber growth of 1.8
percent,  on  a  same  property  basis.   The revenue increases were partially
offset  by  higher  programming fees, primarily a result of rate increases and
secondarily  a  result  of  subscriber  growth  and  special events, and costs
associated  with  changing the domestic cable brand name to "MediaOne".  Media
Group  expects  to  incur  additional  costs  related to the brand name change
during  the  remainder  of 1997, as well as for the deployment of new products
and  services.

On  August  6,  1997,    Media  Group announced it will relocate the corporate
offices  of  its  domestic  cable  operations, MediaOne, Inc.,  from Boston to
Denver.  Approximately  150 employees will be asked to relocate to Denver. The
move is designed to improve operations through better alignment and focus, and
will  occur  in  phases  between  September  1997 and June 1998.  In addition,
several  changes  in  the  senior  management of MediaOne were announced.  The
Media  Group  anticipates  incurring  a  pretax charge of approximately $30 in
third-quarter  1997  for  costs  related  to  the move and management changes.

Wireless  Communications  Domestic  wireless  communications  operating income
increased 69.5 percent, to $100, and 78.9 percent, to $195, for the three- and
six-month  periods  ended  June 30, 1997, respectively.  These increases are a
result  of  revenue increases associated with the rapidly expanding subscriber
base  combined  with  efficiency  gains.   On a per subscriber basis, the 1997
decline  in  revenue  of  8.8  percent  has  been more than offset by the 21.9
percent  decrease  in  the  costs  to acquire and support customers.  Domestic
cellular  EBITDA  increased  51.0 percent, to $145, and 56.7 percent, to $282,
for  the  same  periods.   The efficiencies have contributed to an increase in
1997  domestic cellular service EBITDA margin to 44.3 percent and 44.8 percent
for the three- and six-month periods, respectively, compared with 35.8 percent
and  35.5  percent  in  1996.

Domestic  cellular  depreciation  increased  25.0  percent,  to  $45, and 24.3
percent, to $87, respectively, for the three- and six-month periods ended June
30,  1997.    These  increases  are  largely  a  result  of  network upgrades.

International  wireless  communications  operating losses of $6 and $9 for the
three-  and  six-month periods ended June 30, 1997, respectively, reflects the
third-quarter  1996  consolidation  of  Russian Telecommunications Development
Corporation,  a  Russian  venture,  which  holds  wireless  investments.

<PAGE>
Form  10-Q  -  Part  I

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

Directory  and  Information  Services  During the three- and six-month periods
ended  June  30,  1997,  operating  income  related  to  domestic Yellow Pages
directory  advertising  increased  5.3  percent,  to $140, and 5.7 percent, to
$277,  respectively.    Revenue  increases  and  cost  savings associated with
headcount  reductions  were  partially offset by increased printing, paper and
sales  support  costs.  These cost increases were primarily associated with an
increase  in  the  volume  and  complexity  of  advertisements  sold.

Operating losses associated with ongoing product development activities, which
include  development  costs  for  internet  content  services, are included in
domestic  directory  and information services operating income. Such operating
losses  decreased  $10,  to  $8, and decreased $22, to $15, for the three- and
six-month  periods  ended June 30, 1997, respectively.  The reduction in these
operating  losses  is  primarily  the  result of discontinuing various product
development  activities  in  1996.

EBITDA  related  to  domestic  Yellow  Pages  directory  advertising  service
increased  8.8  percent, to $149, and 9.3 percent, to $295, for the three- and
six-month  periods  ended  June 30, 1997, respectively.  The EBITDA margin for
both  the  three-  and  six-month  periods  ended June 30, 1997 was 51 percent
compared  to  50  percent  for  same  periods  in  1996.

Other  During the three-month period ended June 30, 1997, other operating loss
increased $3, to $34.  The increase was due primarily to a shift in the timing
of  billing  U S WEST corporate costs to the Media Group.  The increased costs
were partially offset by staff reductions at international headquarters of $5.
 During  the  six-month  period  ended  June  30, 1997, other operating losses
decreased $10, to $48.  The decrease is primarily attributable to cost savings
of  $11  related  to  international  staff  reductions.

Interest  Expense  and  Other
<TABLE>

<CAPTION>



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

                                                                             Proforma
                                                        Percent   Proforma   Percent
Three Months Ended June 30,                1997   1996  Change         1996  Change

Interest expense                          $ 166  $  26        -   $     170      (2.4)
Equity losses in unconsolidated ventures    153     77     98.7          91      68.1 
Gains on sales of investments                44      -        -           -         - 
Guaranteed minority interest expense         22     12     83.3          12      83.3 
Other expense - net                           5     27    (81.5)         29     (82.8)
</TABLE>



<PAGE>
Form  10-Q  -  Part  I

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

Interest  Expense  and  Other  (continued)
<TABLE>

<CAPTION>



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

                                                                             Proforma
                                                        Percent   Proforma   Percent
Six Months Ended June 30,                  1997   1996  Change         1996  Change

Interest expense                          $ 341  $  50        -   $     340       0.3 
Equity losses in unconsolidated ventures    318    143        -         166      91.6 
Gains on sales of investments                95      -        -           -         - 
Guaranteed minority interest expense         44     24     83.3          24      83.3 
Other expense - net                           9     34    (73.5)         40     (77.5)
</TABLE>



Interest  expense  increased  $140  and  $291  during the three- and six-month
periods  ended  June  30,  1997,  respectively,  primarily  as a result of the
Continental  Merger.    U  S WEST assumed Continental debt totaling $6,525 (at
market  value)  and incurred debt of $1,150 to finance the cash portion of the
Continental  Merger  consideration.

Equity  losses  increased  $76  and  $175 for the three- and six-month periods
ended  June  30,  1997, respectively, due to greater losses from international
ventures  and  from  the  domestic  investment  in  PrimeCo.   The increase in
international  losses  relates  to: (1) expansion of the network and financing
activities  at Telewest Communications, plc ("Telewest"), (2) costs associated
with  the significant increase in customers and network coverage at One 2 One,
and (3) the amortization of license fees related to the wireless investment in
India.    Domestically,  PrimeCo launched service in November 1996, and losses
associated  with this venture have increased as a result of start-up and other
costs.    Media Group expects equity losses will continue to be significant as
venture  expansion  activities  continue.

During the second quarter of 1997, Media Group sold its shares of Time Warner,
Inc.  acquired  in  the  Continental Merger, for proceeds of $220 and a pretax
gain  of $44.  In addition, during the first quarter of 1997, Media Group sold
its  5  percent  interest in a wireless venture in France for proceeds of $82,
and  a  pretax  gain  of  $51.

Guaranteed  minority interest expense increased $10 and $20 for the three- and
six-month  periods  ended  June  30, 1997, respectively.  The increases were a
result  of  the  October  1996  issuance  of  Company-obligated  mandatorily
redeemable  preferred  securities  of  subsidiary  trust  holding  solely
Company-guaranteed  debentures  ("Preferred  Securities")  totaling  $480.

Other  expense  decreased  $22,  to  $5,  and  $25,  to $9, for the three- and
six-month  periods  ended  June  30,  1997,  respectively.    The  decrease is
primarily  a  result  of a second-quarter 1996 pretax charge of $31 associated
with  the  sale  of  the  Media  Group's cable television interests in Norway,
Sweden  and  Hungary.  This decrease was partially offset by increased foreign
currency  losses  in  the  second  quarter  of  1997.

<PAGE>
Form  10-Q  -  Part  I

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

Income  Tax  Provision  (Benefit)
<TABLE>

<CAPTION>



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


                                               Pro forma    Pro forma
Three Months Ended June 30,      1997    1996   (Decrease)        1996    (Decrease)

Income tax provision (benefit)  $ (18)  $  13  $      (31)  $      (48)  $      (30)
</TABLE>



<TABLE>

<CAPTION>



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


                                                Pro forma    Pro forma
Six Months Ended June 30,        1997     1996   (Decrease)        1996    (Decrease)

Income tax provision (benefit)  $ (46)  $   30  $      (76)  $      (93)  $      (47)
Effective tax rate               18.3    136.4           -         28.8            - 
</TABLE>


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

Net  Loss

Media Group net loss increased to $94, or $0.17 per share, for the three-month
period ended June 30, 1997, and to $203, or $0.38 per share, for the six-month
period  ended  June 30, 1997.  Excluding the after tax effects of the gains on
sales  of investments totaling $25 ($0.04 per share) during the second quarter
of  1997,  and  $31  ($0.05 per share) during the first quarter of 1997, Media
Group  net  loss  increased $108 and $251 for the three- and six-month periods
ended  June  30,  1997,  respectively.    The  Continental  Merger contributed
approximately  $73  of  the  loss during the three-month period ended June 30,
1997,  and  $183  during  the  six-month  period  ended  June  30,  1997.  The
Continental  Merger  resulted  in  significant  increases  in  interest  and
depreciation  and amortization charges.  The remaining increase in net loss is
due  to  greater  losses  from unconsolidated ventures, partially offset by an
increase  in  earnings  from  domestic  cellular  and  directories operations.

Liquidity  and  Capital  Resources

Operating  Activities

Cash provided by operating activities of the Media Group increased $374 in the
first  six  months  of  1997,  compared with 1996.  The Continental Merger and
growth  in  operations  from the domestic cellular business contributed to the
increase.    Also  contributing  were  decreased  tax  payments  during 1997. 
Partially  offsetting  the increase were higher financing costs resulting from
greater  debt  levels  associated  with  the  Continental  Merger.

<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

Media  Group capital expenditures were $717 for the first six months of 1997. 
The  majority  of  expenditures in 1997 were devoted to upgrading the domestic
cable  network  and expanding the domestic cellular network.  Media Group also
invested  $44  in  international  ventures  during  1997,  primarily  capital
contributions  to  a  wireless  venture  in  India. Other investing activities
include an investment in Continental of $1,150 which represents payment of the
cash  portion  of  the  Continental  Merger  consideration.

During  1997,  Media  Group  received  proceeds totaling $625 related to asset
sales  as follows: (a) $220 from the sale of Time Warner, Inc. shares acquired
in  the  Continental  Merger,  (b)  $178  from the sale of 6,075,000 shares of
Teleport  Communications  Group  stock,  (c)  $121  from  the  sale of Thomson
Directories,  (d)  partial  proceeds  of  $29 from the sale of Media Group's 5
percent  interest  in  a  wireless venture in France, (e) $50 from the capital
assets  segment,  which is held for sale, and (f) $27 from other miscellaneous
sales.

In  July  1997,  Media  Group  entered into an agreement to purchase up to the
remaining  50 percent of Fintelco, a cable and telecommunications venture with
approximately 660,000 cable subscribers located in Argentina.  This additional
interest  could  bring  Media  Group ownership in Fintelco up to 100 percent. 
Closing  is  contingent  upon various regulatory approvals, which are expected
during  the  third  quarter  of  1997.

Financing  Activities

Media  Group  debt  at  June 30, 1997 was $9,793, an increase of $940 compared
with  December  31,  1996.   In  1997, Media Group incurred additional debt to
finance the cash portion of the Continental Merger consideration which totaled
$1,150.    In  January  1997,  the  Company  issued medium- and long-term debt
totaling  $4.1  billion,  at  a  weighted  average  rate of 7.47 percent.  The
proceeds  were  used  to  refinance  debt  incurred  in  conjunction  with the
Continental  Merger.

During  the  second  quarter  of 1997, U S WEST called a 10 5/8 percent senior
subordinated  note, due June 15, 2002.  The debt had a recorded value of $110,
including  a  premium of $10. This extinguishment resulted in a pretax gain of
$5,  ($3  after  tax).

On  June  30,  1997,  Media  Group  acquired  cable  systems  serving  40,000
subscribers  in the state of Michigan for cash of $25 and approximately $50 of
Preferred  Stock  issued by U S WEST. The Preferred Stock is redeemable at U S
WEST's  option  starting  five  years  from  the  acquisition  date,  or  upon
dissolution  of  Media  Group.   The stockholders have the right to elect cash
upon  redemption,  or to convert their Preferred Stock into Media Group common
stock.  (See Note E - Series E Preferred Stock Subject to Mandatory Redemption
-  to  the  U  S  WEST  Media  Group  Combined  Financial  Statements.)

<PAGE>
Form  10-Q  -  Part  I

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

On July 30, 1997, U S WEST announced that it will call its Liquid Yield Option
Notes  effective  August 29, 1997.  At June 30, 1997, the notes had a carrying
value  of  $265.

Excluding  debt  associated with the capital assets segment, the Media Group's
percentage  of  debt  to  total  capital  at  June  30, 1997, was 53.3 percent
compared  with  50.3  percent at December 31, 1996.  Including debt associated
with  the  capital  assets  segment,  Preferred  Securities  and  mandatorily
redeemable  preferred  stock,  the  Media  Group's percentage of debt to total
capital  was  60.6  percent  at  June  30, 1997, compared with 57.8 percent at
December 31, 1996.  The percentage of debt to total capital has increased as a
result  of  higher  debt  associated  with  the  Continental  Merger.

Under  the  terms  of  the Dex Transfer, $3.9 billion of U S WEST debt will be
reallocated  from  the  Media  Group  to  the  Communications  Group  and  the
Communications Group will issue shares of Communications Group common stock to
Media  Group  shareowners  totaling $850.  Contingent upon receiving favorable
federal  income tax treatment, the Company intends to pursue the Dex Transfer.

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

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

<PAGE>
Form  10-Q  -  Part  I

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

Selected  Proportionate  Data

The  following  table  and  discussion  is not required by GAAP or intended to
replace  the  Combined Financial Statements prepared in accordance with GAAP. 
It  is  presented  supplementally  because  the  Media  Group  believes  that
proportionate  financial  and  operating data facilitate the understanding and
assessment  of  its Combined Financial Statements.  The table does not reflect
financial data of the capital assets segment, which had net assets of $416 and
$409  at  June  30,  1997  and December 31, 1996, respectively.  The financial
information  included below departs materially from GAAP because it aggregates
the  revenues  and  operating  income  of entities not controlled by the Media
Group  with  those  of  the  consolidated  operations  of  the  Media  Group.
<TABLE>

<CAPTION>



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

                                               Pro forma    Percent
Six Months Ended June 30,               1997         1996   Change
                                                  (1)<F1> 
REVENUES
Cable and telecommunications:
     Domestic (2)                     $2,496   $    2,351       6.2 
     International                       226          165      37.0 

Wireless communications:
     Domestic                            652          501      30.1 
     International                       324          187      73.3 

Directory and information services:
    Domestic                             584          550       6.2 
    International                         76           77      (1.3)

Corporate and other                        7            6      16.7 
                                      -------  -----------  --------

Total revenues                        $4,365   $    3,837      13.8 
                                      =======  ===========  ========

EBITDA (3)<F3>
Cable and telecommunications:
     Domestic (2)<F2>                 $  792   $      741       6.9 
     International                        20           (5)        - 

Wireless communications:
     Domestic                            212          147      44.2 
     International                        (3)           -         - 

Directory and information services:
    Domestic                             277          241      14.9 
    International                          2            -         - 

Corporate and other                      (23)         (25)     (8.0)
                                      -------  -----------  --------

Total EBITDA                          $1,277   $    1,099      16.2 
                                      =======  ===========  ========
</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>

                                              Pro forma    Percent
Six Months Ended June 30,              1997         1996   Change
                                                 (1)<F1> 
OPERATING INCOME
Cable and telecommunications:
     Domestic (2)                     $ 119   $       97      22.7 
     International                      (78)         (66)     18.2 

Wireless communications:
     Domestic                           115           81      42.0 
     International                      (93)         (41)        - 

Directory and information services:
    Domestic                            257          226      13.7 
    International                        (6)          (7)    (14.3)

Corporate and other                     (28)         (30)     (6.7)
                                      ------  -----------  --------

Total operating income                $ 286   $      260      10.0 
                                      ======  ===========  ========

NET INCOME (LOSS)
Cable and telecommunications:
     Domestic (2)                     $(207)  $     (230)    (10.0)
     International                     (120)        (106)     13.2 

Wireless communications:
     Domestic                            48           42      14.3 
     International                      (66)         (42)     57.1 

Directory and information services:
    Domestic                            154          134      14.9 
    International                        (8)         (12)    (33.3)

Corporate and other                      (4)         (16)    (75.0)
                                      ------  -----------  --------

Total net loss                        $(203)  $     (230)    (11.7)
                                      ======  ===========  ========
</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

Selected  Proportionate  Data,  continued

<TABLE>

<CAPTION>



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

Six Months Ended June 30,                     Pro forma  Percent
(in thousands)                          1997       1996  Change
                                                (1)<F1>
SUBSCRIBERS/ADVERTISERS:
Cable and telecommunications:
     Domestic (2)                      7,674      7,362      4.2 
     International                     1,199        919     30.5 

Wireless communications:
     Domestic                          2,119      1,557     36.1 
     International                       760        370    105.4 

Directory and information services:
    Domestic                             482        481      0.2 
    International                         88        274    (67.9)
                                      ------  ---------  --------

Total subscribers/advertisers         12,322     10,963     12.4 
                                      ======  =========  ========
<FN>

<F1>
(1)  1996  pro  forma  proportionate results reflect the following for the six
months:    (i)  Media  Group  historical  proportionate  results;  (ii)  the
Continental  Merger; (iii) Continental's acquisition of the remaining interest
in  Meredith/New  Heritage;  (iv)  the  reclassification  of  the  Teleport
Communications  Group investment to equity method; and (v) Continental's cable
investments  in  Argentina  and  Singapore.
<F2>
(2) The proportionate results are based on the Media Group's 25.51 percent pro
rata  priority  and  residual  equity  interests  in  reported  Time  Warner
Entertainment  Company  L.P.  ("TWE")  results.   The reported TWE results are
prepared  in  accordance  with  GAAP  and have not been adjusted to report TWE
results  on  a  proportionate  basis.
<F3>
(3)  Proportionate  EBITDA represents the Media Group's equity interest in the
entities  multiplied  by  the  entity's EBITDA.  As such, proportionate EBITDA
does  not  represent  cash  available  to  the  Media  Group.
</FN>
</TABLE>





<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 - SIX MONTHS ENDED JUNE 30, 1997 COMPARED
WITH  1996

Proportionate  Media  Group  revenues increased 13.8 percent, to $4.4 billion,
EBITDA  increased  16.2  percent, to $1.3 billion, and subscribers/advertisers
increased  12.4  percent,  to  12.3  million.  Strong  growth  in domestic and
international wireless and cable and telecommunications operations contributed
to  the  increase  in proportionate revenue and growth in subscribers.  Strong
growth  in  domestic  wireless  and  cable  contributed  to  the  increase  in
proportionate  EBITDA.

Cable  and  Telecommunications  During  the  first  six  months  of  1997,
proportionate  revenues  for  the  domestic  cable  and  telecommunications
operations  increased  6.2  percent,  to  $2.5  billion.   This is a result of
increases  in  subscribers  and  revenue  per  subscriber  mainly due to price
increases. Proportionate EBITDA increased 6.9 percent, to $792.  Proportionate
EBITDA  related  to  TWE  operations  increased  13.3  percent.  TWE's results
benefited  from  improved  operations  and  gains  realized  by  asset  sales.

During  the  first  six  months  of  1997,  international  cable  and
telecommunications proportionate revenues increased 37.0 percent, to $226, and
proportionate  EBITDA  increased  $25, to $20. Customer growth at Telewest and
new  investments  in  Malaysia  and  Indonesia  contributed to the increase in
proportionate  revenue.   A reduction in Media Group international staff costs
as  well  as  improved  operations at Telewest and Malaysia contributed to the
increase  in  proportionate  EBITDA.

Proportionate  international cable subscribers total approximately 1.2 million
at  June  30,  1997, a 12 percent increase, on a comparable basis.  Telewest's
cable  television  subscribers  increased  31  percent  compared to last year.

Wireless  Communications    During  the  first  six  months  of 1997, domestic
wireless  proportionate  revenues  increased  30.1  percent,  to  $652,  and
proportionate  EBITDA  increased  44.2  percent,  to  $212.   Excluding losses
generated  by  the  start-up of PrimeCo Personal Communications L.P., domestic
cellular  proportionate EBITDA increased 58.4 percent.  The increase in EBITDA
is  a result of revenue increases associated with the strong domestic cellular
subscriber  growth  combined  with  efficiency  gains.

<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  the  first  six  months  of  1997,  proportionate  revenues  for  the
international  wireless  operations  increased  73.3  percent,  to  $324,  and
proportionate  EBITDA  decreased  $3  to  ($3).  The increase in proportionate
revenue  is the result of the international wireless subscriber base more than
doubling  to  760,000.  EBITDA losses increased primarily as a result of costs
associated  with  increasing  the  subscriber  base  at  One 2 One, a personal
communications  services  venture  in  the United Kingdom,  and start-up costs
associated  with  providing  digital  wireless  services  in  Poland.

Directory  and  Information  Services    Proportionate  revenues  for domestic
directory  and  information  services  increased  6.2  percent,  to  $584, and
proportionate EBITDA increased 14.9 percent, to $277. The increases are due to
price  and  volume  increases, reduction in new product development activities
and employee reductions.  Proportionate EBITDA of $277 was reduced by start-up
losses  associated  with  internet  content  and  other  product  development
activities  of  $11.

On  June  4,  1997,  Media  Group  sold  its directory operation in the United
Kingdom,  Thomson    Directories.    In July 1997, Media Group entered into an
agreement  to  sell  its  directory operation in Poland.  These two operations
comprise  the  majority  of  international  directories  results.


<PAGE>
Form  10-Q  -  Part  II

                         PART II - OTHER INFORMATION

Item  1.    Legal  Proceedings

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


Item  4.    Submission  of  Matters  to  a  Vote  of  Security  Holders

At  the Company's annual meeting of shareholders on June 6, 1997, shareholders
voted as follows for the purpose of electing three individuals as directors of
the  Company:
<TABLE>

<CAPTION>



<S>                <C>             <C>

Directors          Votes in Favor  Votes Withheld
-----------------  --------------  --------------

CLASS III
-----------------                                

Allan D. Gilmour      673,620,126      20,097,093
Frank Popoff          673,643,182      20,074,037
Jerry O. Williams     673,621,484      20,095,735

</TABLE>


Arthur  Andersen  LLP was confirmed as the Company's independent auditors with
680,823,708  votes  in  favor,  8,288,423  votes  against  and 4,605,088 votes
abstaining.

The  shareholders  voted  as  follows  to  approve  to  amend  the  U  S  WEST
Communications  Group  Long-Term  Incentive  Plan:
<TABLE>

<CAPTION>



<S>          <C>         <C>

In Favor     Against     Abstained
-----------  ----------  ----------

624,621,235  56,316,308  12,779,676
</TABLE>



The  shareholders  voted  as  follows  to  amend the U S WEST 1994 Stock Plan:
<TABLE>

<CAPTION>



<S>          <C>         <C>

In Favor     Against     Abstained
-----------  ----------  ----------

622,975,100  57,539,474  13,202,645
</TABLE>



<PAGE>
Form  10-Q  -  Part  II

Item  4.    Submission  of  Matters  to a Vote of Security Holders (continued)

The  shareholders  also  considered and rejected the following two shareholder
proposals  at  the  annual  meeting:
<TABLE>

<CAPTION>



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

Proposal                         In Favor     Against      Abstained   Not Voted
-------------------------------  -----------  -----------  ----------  ----------

Elimination of Classified Board  215,980,774  370,842,175  17,464,205  89,430,065

Initiation of Cumulative Voting  159,767,734  427,714,915  16,806,728  89,427,842
</TABLE>



Item  6.    Exhibits  and  Reports  on  Form  8-K

(a)    Exhibits

Exhibit
Number
<TABLE>

<CAPTION>



<C>      <S>

3(i)(a)  Certificate of Designation for Series D Convertible Preferred Stock as filed on
         November 14, 1996.

3(i)(b)  Certificate of Correction for Series D Convertible Preferred Stock as filed on
         December 11, 1996.

3(i)(c)  Certificate of Designation for Series E Convertible Preferred Stock as filed on
         June 13, 1997.

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

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

     27  Financial Data Schedule

</TABLE>


(b)    Reports  on  Form  8-K  filed  during  the  Second  Quarter  of  1997
<TABLE>

<CAPTION>



<C>  <S>

(i)  Form 8-K report dated April 30, 1997 concerning the releases of earnings
     issued on April 25, 1997 by U S WEST Communications Group and on
     April 29, 1997 by U S WEST Media Group, for the first quarter ended
     March 31, 1997.
</TABLE>




<PAGE>
Form  10-Q  -  Part  II

Item  6.    Exhibits  and  Reports  on  Form  8-K  (continued)
<TABLE>

<CAPTION>



<C>   <S>


(ii)  Form 8-K report dated May 16, 1997 concerning the definitive agreement to
      merge the domestic cellular business of Media Group and its interest in
      PrimeCo Personal Communications into AirTouch Communications.  In
      addition, on May 16, 1997, U S WEST, Inc. issued a press release announcing
      its intention to transfer its domestic directory publishing business - known as
      U S WEST Dex - from its Media Group to its Communications Group in
      connection with a merger of its domestic wireless interest into AirTouch
      Communications.

</TABLE>




<PAGE>
                                  SIGNATURES


Pursuant  to  the  requirements  of  the  Securities Exchange Act of 1934, the
registrant  has  duly  caused  this  report  to be signed on its behalf by the
undersigned  thereunto  duly  authorized.


     /S/    Michael  P.  Glinsky


August  13,  1997
     U  S  WEST,  Inc.
Michael  P.  Glinsky
Executive  Vice  President  and
Chief  Financial  Officer