=====================================================================
                                UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C.  20549
                                      
                                      
                                  ---------
                                  FORM 10-Q
                                  ---------


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

              For the Quarterly Period Ended September 30, 1996

                                      OR

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

              For the transition period from _______ to _______

                        Commission File Number 1-3040

                        U S WEST Communications, Inc.
<TABLE>

<CAPTION>



<S>                     <C>

A Colorado Corporation  IRS Employer No. 84-0273800
</TABLE>



                1801 California Street, Denver, Colorado 80202

                       Telephone Number (303) 896-3099

THE  REGISTRANT,  A  WHOLLY  OWNED  SUBSIDIARY  OF  U  S WEST, INC., MEETS THE
CONDITIONS SET FORTH IN GENERAL INSTRUCTION H(1) OF FORM 10-Q AND IS THEREFORE
FILING  THIS  FORM  WITH  REDUCED  DISCLOSURE  FORMAT  PURSUANT  TO  GENERAL
INSTRUCTION  H(2).

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  __
=====================================================================

<PAGE>
Form  10-Q  -  Part  I          U  S  WEST  Communications,  Inc.

                                  FORM 10-Q
                              TABLE OF CONTENTS
<TABLE>

<CAPTION>



<S>   <C>                                                              <C>

Item                                                                   Page
----                                                                   ----
      PART I - FINANCIAL INFORMATION
1.    Financial Statements
      Consolidated Statements of Income -
      Three and Nine Months Ended September 30, 1996 and 1995             3
      Consolidated Balance Sheets -
      September 30, 1996 and December 31, 1995                            4
      Consolidated Statements of Cash Flows -
      Nine Months Ended September 30, 1996 and 1995                       5
      Notes to Consolidated Financial Statements                          6
2.    Management's Analysis - (Reduced disclosure format pursuant to
      General Instruction H(2))                                           8

<CAPTION>



<C>  <S>                               <C>

    PART II - OTHER INFORMATION
1.  Legal Proceedings                 18
6.  Exhibits and Reports on Form 8-K  18
</TABLE>



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

<CAPTION>



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

Dollars in millions                   Three Months     Three Months      Nine Months      Nine Months
------------------------------------  ---------------  ----------------  ---------------  ----------------
                                      Ended            Ended             Ended            Ended
                                      ---------------  ----------------  ---------------  ----------------
                                      Sept. 30, 1996   Sept. 30, 1995    Sept. 30, 1996   Sept. 30, 1995
                                      ---------------  ----------------  ---------------  ----------------
Operating revenues:
   Local service                      $         1,208  $         1,105   $         3,532  $         3,231 
   Interstate access service                      606              594             1,854            1,774 
   Intrastate access service                      192              186               571              558 
   Long-distance network services                 272              298               840              891 
   Other services                                 178              151               507              455 
                                      ---------------  ----------------  ---------------  ----------------
Total operating revenues                        2,456            2,334             7,304            6,909 

Operating expenses:
   Employee-related expenses                      848              780             2,525            2,277 
   Other operating expenses                       386              403             1,148            1,159 
   Taxes other than income taxes                   92               92               284              299 
   Depreciation and amortization                  541              507             1,565            1,499 
                                      ---------------  ----------------  ---------------  ----------------
Total operating expenses                        1,867            1,782             5,522            5,234 
                                      ---------------  ----------------  ---------------  ----------------

Income from operations                            589              552             1,782            1,675 

Interest expense                                  104               98               308              284 
Gains on sales of rural telephone
      exchanges                                     2               34                51              112 
Other expense -  net                               10               10                25               43 
                                      ---------------  ----------------  ---------------  ----------------
Income before income taxes,
   extraordinary item and
   cumulative effect of change
   in accounting principle                        477              478             1,500            1,460 
Provision for income taxes                        183              173               574              543 
                                      ---------------  ----------------  ---------------  ----------------
Income before extraordinary item
   and cumulative effect of change
   in accounting principle                        294              305               926              917 

Extraordinary item:
   Early extinguishment of debt
   - net of tax                                     -               (5)                -               (5)
                                      ---------------  ----------------  ---------------  ----------------
Income before cumulative effect of
   change in accounting principle                 294              300               926              912 


Cumulative effect of change in
   accounting principle - net of tax                -                -                34                - 
                                      ---------------  ----------------  ---------------  ----------------
NET INCOME                            $           294  $           300   $           960  $           912 
                                      ===============  ================  ===============  ================
</TABLE>


See  Notes  to  Consolidated  Financial  Statements.

<PAGE>
Form  10-Q  -  Part  I          U  S  WEST  Communications,  Inc.

CONSOLIDATED  BALANCE  SHEETS  (Unaudited)
<TABLE>

<CAPTION>



<S>                                              <C>                   <C>

Dollars in millions                              September 30, 1996    December 31, 1995
-----------------------------------------------  --------------------  -------------------
ASSETS
Current assets:
   Cash and cash equivalents                     $                94   $              191 
   Accounts and notes receivable - net                         1,533                1,546 
   Inventories and supplies                                      124                  142 
   Deferred tax asset                                            213                  240 
   Prepaid and other                                              60                   43 
                                                 --------------------  -------------------
Total current assets                                           2,024                2,162 
                                                 --------------------  -------------------

Gross property, plant and equipment                           31,936               30,988 
Accumulated depreciation                                      18,204               17,540 
                                                 --------------------  -------------------
Property, plant and equipment - net                           13,732               13,448 
Other assets                                                     759                  740 
                                                 --------------------  -------------------
Total assets                                     $            16,515   $           16,350 
                                                 ====================  ===================

LIABILITIES AND SHAREOWNER'S EQUITY
Current liabilities:
   Short-term debt                               $             1,107   $              995 
   Accounts payable                                              664                  864 
   Employee compensation                                         255                  281 
   Current portion of restructuring charge                       202                  270 
   Other                                                       1,282                1,081 
                                                 --------------------  -------------------
Total current liabilities                                      3,510                3,491 
                                                 --------------------  -------------------

Long-term debt                                                 5,375                5,411 
Postretirement and other postemployment benefit
   obligations                                                 2,293                2,316 
Deferred taxes, credits and other                              1,351                1,386 

Shareowner's equity:
   Common shares - one share without par value                 7,603                7,348 
   Cumulative deficit                                         (3,617)              (3,602)
                                                 --------------------  -------------------
Total shareowner's equity                                      3,986                3,746 
                                                 --------------------  -------------------
Total liabilities and shareowner's equity        $            16,515   $           16,350 
                                                 ====================  ===================
</TABLE>


Contingencies  (See  Note  B  to  the  Consolidated  Financial  Statements)

See  Notes  to  Consolidated  Financial  Statements.

<PAGE>
Form  10-Q  -  Part  I          U  S  WEST  Communications,  Inc.

CONSOLIDATED  STATEMENTS  OF  CASH  FLOWS    (Unaudited)
<TABLE>

<CAPTION>



<S>                                                  <C>                  <C>

Dollars in millions                                  Nine Months Ended    Nine Months Ended
---------------------------------------------------  -------------------  ------------------
                                                     Sept. 30, 1996       Sept. 30, 1995
                                                     -------------------  ------------------
OPERATING ACTIVITIES
   Net income                                        $              960   $             912 
   Adjustments to net income:
      Depreciation and amortization                               1,565               1,499 
      Gains on sales of rural telephone exchanges                   (51)               (112)
      Cumulative effect of change in accounting
           principle - net of tax                                   (34)                  - 
      Deferred income taxes and amortization
         of investment tax credits                                   (8)                120 
    Changes in operating assets and liabilities:
       Restructuring payments                                      (114)               (253)
       Postretirement medical and life costs
          - net of cash fundings                                    (28)               (159)
       Accounts and notes receivable                                  5                (188)
       Inventories, supplies and other
           current assets                                            (2)                (49)
       Accounts payable and accrued liabilities                      83                 (48)
    Other - net                                                       9                  17 
                                                     -------------------  ------------------
    Cash provided by operating activities                         2,385               1,739 
                                                     -------------------  ------------------

INVESTING ACTIVITIES
   Expenditures for property, plant
       and equipment                                             (1,883)             (1,696)
   Proceeds from sales of rural telephone exchanges                 130                 162 
   Payments on disposals of property, plant and
     equipment                                                       (1)                 (2)
                                                     -------------------  ------------------
   Cash (used for) investing activities                          (1,754)             (1,536)
                                                     -------------------  ------------------

FINANCING ACTIVITIES
   Net proceeds from issuance of short-term debt                    257                 406 
   Proceeds from issuance of long-term debt                          16                 495 
   Repayments of long-term debt                                    (271)               (248)
   Dividends paid on common stock                                  (965)               (905)
   Equity infusions from
       U S WEST Communications Group                                235                   - 
                                                     -------------------  ------------------
   Cash (used for) financing activities                            (728)               (252)
                                                     -------------------  ------------------

CASH AND CASH EQUIVALENTS
   Decrease                                                         (97)                (49)
   Beginning balance                                                191                 114 
                                                     -------------------  ------------------
   Ending balance                                    $               94   $              65 
                                                     ===================  ==================
</TABLE>


See  Notes  to  Consolidated  Financial  Statements.

<PAGE>
Form  10-Q  -  Part  I          U  S  WEST  Communications,  Inc.

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
            For the Nine Months Ended September 30, 1996 and 1995
                            (Dollars in millions)
                                 (Unaudited)

A.      Summary  of  Significant  Accounting  Policies

Basis  of  Presentation

U  S  WEST Communications, Inc. (the "Company") is incorporated under the laws
of  the  State  of Colorado and is an indirect wholly owned  subsidiary of U S
WEST,  Inc.  ("U  S  WEST").

The  Consolidated  Financial  Statements  have  been  prepared by 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 the interim SEC rules and regulations.  In the opinion of
the  Company'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
financial statements and notes thereto included in the Company's Form 10-K for
the  year  ended  December  31,  1995.

New  Accounting  Standard

Effective  January  1,  1996,  the  Company  adopted  Statement  of  Financial
Accounting  Standards  ("SFAS")  No.  121,  "Accounting  for the Impairment of
Long-Lived  Assets and for Long-Lived Assets to be Disposed Of."  SFAS No. 121
requires  that long-lived assets and associated intangibles be written down to
fair  value  whenever  an  impairment review indicates that the carrying value
cannot  be  recovered  on  an undiscounted cash flow basis.  SFAS No. 121 also
requires  that  a company no longer record depreciation expense on assets held
for  sale.

Adoption  of  SFAS  No. 121 resulted in income of $34 (net of tax of $22) from
the  cumulative  effect  of  reversing  depreciation expense recorded in prior
years  related  to  rural  telephone  exchanges  held  for sale.  Depreciation
expense was reversed from the date the Company formally committed to a plan to
dispose  of the rural exchange assets through January 1, 1996.  The income has
been  recorded  as  a  cumulative  effect of change in accounting principle in
accordance with SFAS No. 121.  The carrying value of the rural exchange assets
was  approximately  $338  at
<PAGE>
Form  10-Q  -  Part  I                    U  S  WEST  Communications,  Inc.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                                 (Unaudited)

New  Accounting  Standard  (Continued)

December  31, 1995. As a result of adopting SFAS No. 121, depreciation expense
for  the  nine  months  ended September 30, 1996 was reduced by $21 ($13 after
tax).    In  1996,  depreciation  expense will decrease approximately $25 as a
result  of  adopting  SFAS No. 121. The combined effects of lower depreciation
expense  and  the  cumulative  effect  of adoption of the new standard will be
directly  offset  by  lower  recognized  gains on future rural exchange sales.

B.      Contingencies

There  are  pending  regulatory actions in local regulatory jurisdictions that
call  for  price  decreases,  refunds or both.  In one such instance, the Utah
Supreme  Court  has remanded a Utah Public Service Commission ("PSC") order to
the  PSC  for reconsideration, thereby establishing two exceptions to the rule
against  retroactive  ratemaking:  1) unforeseen and extraordinary events, and
2)  misconduct.    The  PSC's  initial  order  denied  a  refund  request from
interexchange  carriers  and  other  parties  related to the Tax Reform Act of
1986.    This  action is still in the discovery process.  If a formal filing -
made  in  accordance with the remand from the Supreme Court - alleges that the
exceptions  apply,  the  range  of  possible  risk  is  $0  to  $155.

On  April  11,  1996,  the  Washington  State  Utilities  and  Transportation
Commission  ("WUTC"  or  the  "Commission")  acted  on the Company's 1995 rate
request.  In February 1995, the Company sought to increase revenues by raising
rates  for  basic  residential services over a four-year period. The two major
issues  in this proceeding involve the Company's requests for improved capital
recovery and elimination of the imputation of Yellow Pages revenue. Instead of
granting  the Company's request, the Commission ordered approximately $91.5 in
annual  revenue  reductions, effective May 1, 1996. Based on the above ruling,
the  Company filed a lawsuit with the King County Superior Court (the "Court")
for an appeal of the order, a temporary stay of the ordered rate reduction and
an  authorization  to  implement  a  revenue  increase.

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


<PAGE>
Form  10-Q  -  Part  I          U  S  WEST  Communications,  Inc.

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

Results  of  Operations

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

<CAPTION>



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

                                                 Nine Months Ended   Nine Months Ended   Percent
                                                 ------------------  ------------------  -------
                                                 Sept. 30, 1996      Sept. 30, 1995      Change
                                                 ------------------  ------------------  -------
Income before extraordinary item and cumulative
   effect of change in accounting principle      $              926  $              917      1.0
</TABLE>


Income before extraordinary item and cumulative effect of change in accounting
principle  for  the  nine-month  period  ended September 30, 1996, adjusted to
exclude  certain  nonoperating  items,  was  $882,  an increase of $35, or 4.1
percent,  compared  with  the same period in 1995. The adjustments include the
1996  current  year-to-date impact of $13 from adopting SFAS No. 121 and gains
of $31 and $70 on the sales of rural telephone exchanges during 1996 and 1995,
respectively.

Effective  January  1,  1996,  the  Company  adopted SFAS No. 121 (See Note A)
which,  among  other  things,  requires  that  companies  no  longer  record
depreciation  expense  on  assets  held  for  sale.   Adoption of SFAS No. 121
resulted  in  a  one-time  gain  of  $34  (net  of tax of $22), related to the
cumulative  effect  of  change  in  accounting  principle.

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

Increased  demand  for  the  Company's services resulted in growth in earnings
before  interest,  taxes,  depreciation, amortization and other ("EBITDA") of 
5.5  percent  for the nine-month period ended September 30, 1996.  EBITDA also
excludes gains on sales of certain rural telephone exchanges in 1996 and 1995.
 The  Company  believes  EBITDA  is  an important indicator of the operational
strength  of  the  business.  EBITDA,  however, should not be considered as an
alternative  to  operating or net income as an indicator of the performance of
the  Company's  business  or  as  an  alternative to cash flows from operating
activities  as  a  measure of liquidity, in each case determined in accordance
with  GAAP.

<PAGE>

Form  10-Q  -  Part  I          U  S  WEST  Communications,  Inc.

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

Operating  Revenues

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

<CAPTION>



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

                                       Higher                                  Increase     Increase
                                       --------                                -----------  ----------
Nine Months Ended                       (Lower)  Higher                         (Decrease)  (Decrease)
---------------------                  --------  ---------                     -----------  ----------
September 30,            1996    1995  Prices    Refunds    Demand    Other    Dollars      Percent
---------------------  ------  ------  --------  ---------  --------  -------  -----------  ----------

Local service          $3,532  $3,231  $    19   $     (4)  $   301   $  (15)  $      301         9.3 
Interstate access       1,854   1,774      (43)       (46)      174       (5)          80         4.5 
Intrastate access         571     558      (17)         -        32       (2)          13         2.3 
Long-distance network     840     891       (6)        (1)      (28)     (16)         (51)       (5.7)
Other services            507     455        -          -         -       52           52        11.4 
                       ------  ------  --------  ---------  --------  -------  -----------  ----------
Total                  $7,304  $6,909  $   (47)  $    (51)  $   479   $   14   $      395         5.7 
                       ======  ======  ========  =========  ========  =======  ===========  ==========
</TABLE>


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

Higher  revenues  from  interstate  access  services resulted from access line
growth  and  an increase of 8.9 percent in interstate billed access minutes of
use  for the nine-month period ended September 30, 1996.  The increased volume
of  business  was  partially  offset  by  the  effects of price reductions and
sharing  related  accruals  for refunds to interexchange carriers.  Intrastate
access  revenues  increased  slightly primarily due to higher demand partially
offset  by  the  effects  of  price  reductions.

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


<PAGE>
Form 10-Q - Part I                                                            
          U  S  WEST  Communications,  Inc.

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

Operating  Revenues  (Continued)

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

Revenues  from  other  services  increased  primarily as a result of continued
market  penetration  in  voice  messaging service and increases in inside wire
service.

Future  revenues  at the Company may be affected by pending regulatory actions
in local regulatory jurisdictions.

Costs  and  Expenses
<TABLE>

<CAPTION>



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

                               Nine Months Ended    Nine Months Ended    Percent
                               -------------------  -------------------  --------
                               September 30, 1996   September 30, 1995   Change
                               -------------------  -------------------  --------
Employee-related expenses      $             2,525  $             2,277     10.9 
Other operating expenses                     1,148                1,159     (0.9)
Taxes other than income taxes                  284                  299     (5.0)
Depreciation and amortization                1,565                1,499      4.4 
Interest expense                               308                  284      8.5 
Other expense - net                             25                   43    (41.9)
</TABLE>


Employee-related  expenses  increased  $248  compared  to the prior year.  The
increase  is  primarily  attributable  to  continued  efforts  to  meet  the
requirements associated with increased business growth and service-improvement
initiatives.

Salaries  and  wages increased employee-related expenses by approximately $119
over  the  prior  year  primarily due to inflation-driven wage increases.  The
increase  is  also  attributable  to absorbing certain employee transfers from
affiliate  companies  during  1995.    Salaries and wages were reduced through
employee  reductions  associated  with  the  Company's  restructuring program;
however,  costs associated with employee transfers, along with other workforce
additions  needed  to  meet  increased business growth and service-improvement
initiatives,  have  offset  these  benefits.

<PAGE>
Form  10-Q  -  Part  I          U  S  WEST  Communications,  Inc.

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

Costs  and  Expenses  (Continued)

Contract  labor  increased  approximately $115 for the nine-month period ended
September  30,  1996.    The  increase  was primarily due to increased network
operations  costs  incurred  to  meet  increased business growth and marketing
organization  costs  associated  with  the  implementation of new products and
services.    Also  contributing  to  the increase was $6 of third-quarter 1996
costs  related  to  the  discontinuance  of  the Omaha broadband video service
trial.

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

The  slight  decrease in other operating expenses is primarily attributable to
lower affiliate costs and reduced access expense of which a portion related to
the  implementation  of the MTCP in Iowa in May 1996.  Increased uncollectible
expense,  higher  advertising costs and greater materials and supplies expense
partially  offset  these  decreases.    Also  partially  offsetting was an $11
third-quarter 1996 charge related to the discontinuance of the Omaha broadband
video  service  trial.

Increased  depreciation  and  amortization  expense  was  attributable  to the
effects of a higher depreciable asset base, partially offset by the effects of
1995  sales of rural telephone exchanges, and the effects of adopting SFAS No.
121.   Interest expense increased primarily due to higher average debt levels.

Provision  for  Income  Taxes
<TABLE>

<CAPTION>



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

                            Nine Months Ended    Nine Months Ended    Percent
                            -------------------  -------------------  -------
                            September 30 1996    September 30 1995    Change
                            -------------------  -------------------  -------
Provision for income taxes  $              574   $              543       5.7
Effective tax rate                        38.3%                37.2%        -
</TABLE>


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


<PAGE>
Form  10-Q  -  Part  I          U  S  WEST  Communications,  Inc.

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

Restructuring  Charge

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

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

<CAPTION>



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

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

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


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



<PAGE>
Form  10-Q  -  Part  I          U  S  WEST  Communications,  Inc.

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

Restructuring  Charge  (Continued)

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

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

<CAPTION>



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

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

<CAPTION>



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

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

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




<PAGE>

Form  10-Q  -  Part  I          U  S  WEST  Communications,  Inc.

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

Restructuring  Charge  (Continued)

Progress  Under  the  Restructuring  Plan:

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

<CAPTION>



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

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

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

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



<TABLE>

<CAPTION>



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

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



<PAGE>
Form  10-Q  -  Part  I          U  S  WEST  Communications,  Inc.

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

Contingencies

There  are  pending  regulatory actions in local regulatory jurisdictions that
call  for  price  decreases,  refunds or both.  In one such instance, the Utah
Supreme  Court  has remanded a Utah Public Service Commission ("PSC") order to
the  PSC  for reconsideration, thereby establishing two exceptions to the rule
against retroactive ratemaking: 1) unforeseen and extraordinary events, and 2)
misconduct.    The  PSC's  initial  order  denied  a  refund  request  from
interexchange  carriers  and  other  parties  related to the Tax Reform Act of
1986.     This action is still in the discovery process.  If a formal filing -
made  in  accordance with the remand from the Supreme Court - alleges that the
exceptions  apply,  the  range  of  possible  risk  is  $0  to  $155.

On  April  11,  1996,  the  WUTC  acted on the Company's 1995 rate request. In
February  1995,  the  Company sought to increase revenues by raising rates for
basic  residential  services  over a four-year period. The two major issues in
this  proceeding  involve the Company's requests for improved capital recovery
and elimination of the imputation of Yellow Pages revenue. Instead of granting
the  Company's  request,  the Commission ordered approximately $91.5 in annual
revenue  reductions,  effective  May  1,  1996. Based on the above ruling, the
Company  filed a lawsuit with the King County Superior Court (the "Court") for
an  appeal of the order, a temporary stay of the ordered rate reduction and an
authorization  to  implement  a  revenue  increase.

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


<PAGE>
Form  10-Q  -  Part  I          U  S  WEST  Communications,  Inc.

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

Regulatory  Environment

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

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

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



<PAGE>
Form  10-Q  -  Part  I          U  S  WEST  Communications,  Inc.

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

Other  Items

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

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


Some  of  the  information  presented  in  or  in  connection with this report
constitutes  "forward-looking  statements"  within  the meaning of the Private
Securities  Litigation Reform Act of 1995.  Although the Company believes that
its  expectations are based on reasonable assumptions within the bounds of its
knowledge  of  its  business  and  operations,  there can be no assurance that
actual results will not differ materially from its expectations.  Factors that
could  cause  actual results to differ from expectations include:  (i) greater
than  anticipated  competition  from  new entrants into the local exchange and
intralata  toll  markets,  (ii)  changes  in demand for products and services,
including  optional  custom  calling  features,  (iii) higher than anticipated
employee  levels,  capital expenditures, and operating expenses as a result of
unusually  rapid  in-region  growth,  (iv)  the  gain  or  loss of significant
customers,  (v)  pending  regulatory  actions  in state jurisdictions and (vi)
regulatory  changes  affecting  the  telecommunications  industry,  including
changes  that could have an impact on the competitive environment in the local
exchange  market.

<PAGE>
Form  10-Q  -  Part  I          U  S  WEST  Communications,  Inc.

                         PART II - OTHER INFORMATION

Item  1.    Legal  Proceedings

On  April  11,  1996,  the  Washington  State  Utilities  and  Transportation
Commission  ("WUTC"  or  the  "Commission")  acted  on the Company's 1995 rate
request.  In February 1995, the Company sought to increase revenues by raising
rates  for  basic  residential services over a four-year period. The two major
issues  in this proceeding involve the Company's requests for improved capital
recovery and elimination of the imputation of Yellow Pages revenue. Instead of
granting  the Company's request, the Commission ordered approximately $91.5 in
annual  revenue  reductions, effective May 1, 1996. Based on the above ruling,
the  Company filed a lawsuit with the King County Superior Court (the "Court")
for an appeal of the order, a temporary stay of the ordered rate reduction and
an  authorization  to  implement  a  revenue  increase.

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

Item  6.    Exhibits  and  Reports  on  Form  8-K

(a)    Exhibits
<TABLE>

<CAPTION>



<S>          <C>

Exhibit No.
-----------                                                                       

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

27           Financial Data Schedule
</TABLE>


(b)    Reports  on  Form  8-K  Filed  During  the  Third  Quarter  of  1996:
<TABLE>

<CAPTION>



<C>  <S>

(i)  No reports on Form 8-K were filed.
</TABLE>



<PAGE>
Form  10-Q  -  Part  II          U  S  WEST  Communications,  Inc.


                                  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/    ALLAN  R.  SPIES

     U  S  WEST  Communications,  Inc.
     Allan  R.  Spies
     Vice  President  and  Controller

November  13,  1996