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 EXHIBIT 10j
                                           
                                       U S WEST
                         EXECUTIVE FINANCIAL COUNSELING PLAN
                                           
                                           
                                      ARTICLE I
                                       PURPOSE
                                           
The U S WEST Executive Financial Counseling Plan (the "Plan") has been
established by U S WEST, Inc. to provide certain officers and executives of
U S WEST, Inc. and its subsidiaries (the "Company") with the opportunity to
understand more fully and maximize the value of the compensation and benefits
they receive from the Company through comprehensive financial counseling and
related services.  By this document, the Human Resources Committee of the Board
of Directors of U S WEST, Inc. has amended and restated the Plan, effective as
of July 1, 1996.

                                      ARTICLE II
                                     DEFINITIONS
                                           
2.1 "Cause" shall mean (unless another definition is agreed to in writing by
U S WEST, Inc. and the Participant) termination by the Company because of (a)
the Participant's willful and continued failure to substantially perform his or
her duties (other than any such failure resulting from the Participant's
incapacity due to physical or mental impairment) after a written demand for
substantial performance is delivered to the Participant by the Company, which
demand specifically identifies the manner in which the Company believes the
Participant has not substantially performed his or her duties, (b) the willful
conduct of the Participant which is demonstrably and materially injurious to the
Company, monetarily or otherwise, or (c) the conviction of the Participant for a
felony by a court of competent jurisdiction.

2.2 "Committee" shall mean the Human Resources Committee of the U S WEST Board
of Directors, or its delegate. 

2.3 "Company" shall mean U S WEST, Inc., its subsidiaries, affiliates and any
successors thereof.

2.4 "Consultant" shall mean a firm or individual that is a professional
provider of financial counseling and related services.

2.5 "Participant" shall mean those individuals of the Company selected to
participate in the Plan as set forth in Article III.

2.6 "Plan" shall mean the U S WEST Executive Financial Counseling Plan.

2.7 "Plan Year" shall mean the year beginning on July 1 and ending on June 30.

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2.8 "Preferred Provider" shall mean a Consultant with whom the U S WEST, Inc.
has entered into an agreement for such Consultant to provide Services at a
negotiated fee for those Participants who so elect to receive their Services.

2.9 "Retirement" shall mean, for any Participant, that such Participant has
retired from the Company and currently is eligible to receive a service pension
benefit under the U S WEST Pension Plan or a pension benefit under any
individually negotiated, custom written agreement or arrangement executed by a
duly authorized representative of the U S WEST, Inc. and the Participant.

2.10     "Services" shall mean financial counseling and related services 
provided to a Participant by a Consultant, including without limitation, 
estate planning, insurance planning, retirement planning, and tax planning 
and preparation, except that Services shall not include services provided in 
connection with a tax audit.

                                     ARTICLE III
                                     ELIGIBILITY
                                           
3.1 Eligibility Criteria.  Eligibility for participation in the Plan shall be
limited to (i) the Chief Executive Officer of U S WEST, Inc.; (ii) Band I, Band
II, and Band III officers of the Company; and (iii) such other Company
executives selected to participate in the Plan by the Committee or its delegate.
Except as provided in Section 3.2, individuals who are eligible to participate
in the Plan on any day during a Plan Year shall be eligible for the full
financial counseling allowance provided under the Plan for such Plan Year as set
forth in Article IV. 

3.2 Discontinuance of Employment; Ineligibility.  A Participant who ceases to
meet the eligibility criteria for participation in the Plan during any Plan Year
as set forth in Section 3.1 due to the Participant's discontinuance of
employment with the Company (other than for Cause) or change of position within
the Company shall continue to be eligible to participate in the Plan or, within
the sole discretion of the Committee, to receive a payment equal to the value of
such continued participation, for the remainder of the Plan Year and for such
additional period, if any, as provided by written agreement between the
Participant and the Company.  If a Participant's employment with the Company
terminates for Cause, such Participant's participation in the Plan shall cease
immediately.

3.3 Retirement.  A Participant who ceases to meet the eligibility criteria for
participation in the Plan during any Plan Year as set forth in Section 3.1 due
to Retirement shall be eligible to participate in the Plan or, within the sole
discretion of the Committee, to receive a payment equal to the value of such
continued participation, for an additional Plan Year in addition to, and
immediately following, the continued eligibility for participation set forth in
Section 3.2.

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                                      ARTICLE IV
                            FINANCIAL COUNSELING ALLOWANCE
                                           
4.1 Chief Executive Officer and Band I Officers of the Company. The Chief
Executive Officer and each Band I officer of the Company shall be entitled to
receive a benefit equal to 100 percent of the cost of Services incurred by the
Participant during any Plan Year, whether or not provided by a Preferred
Provider, up to such amount as may be determined by the Committee or its
delegate from time to time.

4.2 Band II and Band III Officers of the Company and Other Participants.  Each
Band II and Band III officer of the Company and any other Participant shall be
entitled to receive Services from a Consultant during any Plan Year.  If such
Consultant is a Preferred Provider, U S WEST, Inc. shall pay to such Preferred
Provider a flat fee for Services provided during the Plan Year in such amount as
may be negotiated by U S WEST, Inc. and approved by the Committee or its
delegate from time to time.  Alternatively, each such Participant shall be
entitled to receive, upon submission of invoice to the U S WEST, Inc.,
reimbursement in an amount equal to 75 percent of the cost of Services provided
by any Consultants other than a Preferred Provider, up to a total of $4,500,
incurred by the Participant during any Plan Year.  If a Participant submits
invoices for reimbursement under the Plan for Services from any Consultants
other than a Preferred Provider at any time during the Plan Year, the total
benefit payable for Services provided to such Participant for the Plan Year
shall not exceed $4,500 in the aggregate.

4.3 Preferred Provider.  If a Participant other than the Chief Executive
Officer or a Band I officer of the Company elects to receive Services from a
Preferred Provider, such Participant will be deemed to have received a benefit
for each quarter of a Plan Year (or part thereof) in which the Participant
maintains a relationship with such Preferred Provider, regardless of the amount
of Services actually provided to the Participant.  The value of such benefit to
the Participant shall be equal to the fee paid by U S WEST, Inc. to the
Preferred Provider, the amount of which shall be negotiated by U S WEST, Inc.
and approved by the Committee or its delegate from this to time.  A Participant
may discontinue his or her relationship with a Preferred Provider at any time,
effective upon the expiration of the current quarter of the Plan Year, by
providing written notice to U S WEST, Inc. and the Preferred Provider.

                                      ARTICLE V
                                     ARBITRATION
                                           
5.1 Scope of Arbitration.  Any claim, controversy or dispute between a 
Participant and the Company, whether sounding in contract, statute, tort, 
fraud, misrepresentation, discrimination or any other legal theory, 
including, but not limited to, disputes relating to the interpretation of 
this Plan; claims under Title VII of the Civil Rights Act of 1964, as 
amended; claims under the Civil Rights Act of 1991; claims under the Age 
Discrimination in Employment Act of 1967, as amended; claims under 42 U.S.C. 
Section  1981, Section  1981a, Section  1983, Section  1985, or Section  
1988; claims under the Family and Medical Leave Act of 

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1993; claims under the Americans with Disabilities Act of 1990, as
amended; claims under the Fair Labor Standards Act of 1938, as amended; claims
under the Employee Retirement Income Security Act of 1974, as amended; claims
under the Colorado Anti-Discrimination Act; or claims under any other similar
federal, state or local law or regulation, whenever brought, shall be resolved
by arbitration. The only legal claims between Participant and the Company that
are not included for arbitration within this Plan are claims by Participant for
workers' compensation or unemployment compensation benefits and/or claims for
benefits under any Company benefit plan, if the plan does not provide for
arbitration of such disputes.  In consideration of any benefit provided to a
Participant under the terms of this Plan, such Participant voluntarily,
knowingly and intelligently waives any right he or she may otherwise have to
seek remedies in court or other forums, including the right to a jury trial and
the right to recover punitive damages on any common law and/or contract claims. 
The Federal Arbitration Act, 9 U.S.C. Sections  1-16 ("FAA") shall govern the
arbitrability of all claims, provided that they are enforceable under the FAA,
as it may be amended from time to time.  In the event the FAA does not govern,
the Colorado Uniform Arbitration Act shall apply.  Additionally, the substantive
law of Colorado, to the extent it is consistent with the terms stated in this
Plan for arbitration, shall apply to any common law claims.  This arbitration
provision supersedes any other arbitration agreement between Participant and the
Company to the extent they are inconsistent.

5.2 Arbitration Proceedings.  A single arbitrator engaged in the practice of
law shall conduct the arbitration under the applicable rules and procedures of
the American Arbitration Association ("AAA").  Any dispute that relates directly
or indirectly to Participant's employment with the Company or to the termination
of Participant's employment will be conducted under the AAA Employment Dispute
Resolution Rules, effective November 1993.  The arbitrator shall be chosen from
a state other than Participant's state of residence and other than Colorado. 
Other than as set forth herein, the arbitrator shall have no authority to add
to, detract from, change, amend, or modify existing law.  All arbitration
proceedings, including without limitation, settlements and awards, under this
Plan will be confidential.  The parties shall share equally the hourly fees of
the arbitrator.  The Company shall pay the expenses (such as travel and lodging)
of the arbitrator. The prevailing party in any arbitration may be entitled to
receive reasonable attorneys' fees. The arbitrator's decision and award shall be
final and binding, as to all claims that were, or could have been, raised in the
arbitration, and judgment upon the award rendered by the arbitrator may be
entered to any court having jurisdiction thereof.  If any party hereto files a
judicial or administrative action asserting claims subject to this arbitration
provision, and another party successfully stays such action and/or compels
arbitration of such claims, the party filing said action shall pay the other
party's costs and expenses incurred in seeking such stay and/or compelling
arbitration, including reasonable attorneys' fees.

5.3 Reformation.  If any provision of this Article V is held by any 
arbitrator or court of competent jurisdiction to be enforceable only if such 
provision is modified in scope, then the Company and the Participant shall 
consider such provision to be so amended and 

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modified to comply with such determination or
order.  All other terms and provisions of the Plan shall remain in full force
and effect as originally written or modified pursuant to Section 6.6.
                                           
                                      ARTICLE VI
                               MISCELLANEOUS PROVISIONS
                                           
6.1 Costs and Expenses.  The costs and expenses of administering the Plan shall
be borne by U S WEST, Inc.  and shall not be charged against any Participant or
the Plan benefit of any Participant.

6.2 Responsibility Limit of the Company.  The Company shall not be responsible
or otherwise held liable for any advice or any other Service or other matters
whatsoever provided or not provided to a Participant by any Consultant, whether
or not a Preferred Provider, or for failure of a Consultant to provide any such
Service, advice or other matter or for any loss or other loss experienced by any
Participant or by any other party as a result of any such advice or service.  To
the extent the Company is held so liable, the Company shall be indemnified in
full by any Consultant involved in any way with the matter giving rise to the
liability.

6.3 Inalienability of Benefits.  A Participant's right to benefits under the
Plan are not subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance, attachment or garnishment by creditors of the
Participant or the Participant's beneficiary.

6.4 Taxation.  The Company shall have the right to deduct from a Participant's
regular salary any federal, state or local income and employment taxes that it
is required by law to withhold.

6.5 Effect on Employment.  Nothing contained in this Plan or any related
agreement or other related documentation shall affect, or be construed as
affecting, the terms of employment of any Participant.  Nothing contained in
this Plan or any related agreement shall impose, or be construed as imposing,
any obligation on the Company to continue the employment of any Participant or
any Participant to remain in the employ of the Company or alter the "at will"
nature of any Participant's employment.

6.6 Amendment or Termination of Plan.  The Committee or its delegate shall have
the right to amend, modify, suspend or terminate this Plan at any time for any
reason and without prior notice to Participants.

6.7 Administration.  The Plan shall be administered and interpreted by the
Committee, which may adopt such rules, regulations and guidelines as it
determines necessary for the administration of the Plan.  The Committee may
delegate to one or more of its members, or to one or more other agents, such
duties as it may deem advisable, and the Committee or any person to whom it has
delegated such duties may employ one or 

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more persons to render advice on any responsibility that the Committee or 
such person or any Participant may have under the Plan.  The Company shall 
indemnify members of the Committee and any agent of the Committee who is also 
an employee of the Company against any and all liabilities or expenses to 
which they may be subject by reason of any act or failure to act with respect 
to their duties on behalf of the Plan, except in circumstances involving 
gross negligence or willful misconduct.

6.8 Governing Law.  This Plan and actions taken in connection with this Plan
shall be governed and construed in accordance with the laws of the State of
Colorado.

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