2
=====================================================================

                                 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 1-3040

                         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)(a) and (b) 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>
------
25
--


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 Operations -
      Three and Six Months Ended June 30, 1997 and 1996                  3

      Consolidated Balance Sheets -
      June 30, 1997 and December 31, 1996                                4

      Consolidated Statements of Cash Flows -
      Six Months Ended June 30, 1997 and 1996                            6

      Notes to Consolidated Financial Statements                         7

2.    Management's Analysis of the Results of Operations - (Reduced
      disclosure format pursuant to General Instruction H(2))           10


      PART II - OTHER INFORMATION



1.    Legal Proceedings                                                 20

6.    Exhibits and Reports on Form 8-K                                  20

</TABLE>







<PAGE>

Form  10-Q  -  Part  I

CONSOLIDATED    STATEMENTS  OF
OPERATIONS  (Unaudited)          U  S  WEST  COMMUNICATIONS,  INC.
<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 
-------------------------------------------  ----------  ---------  ----------  ----------
 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                                     219         168        398         329 
                                             ----------  ---------  ----------  ----------
Total operating revenues                         2,488       2,440      5,035       4,848 

Operating expenses:
Employee-related expenses                          842         864      1,648       1,677 
Other operating expenses                           374         373        824         762 
Taxes other than income taxes                       95          97        200         192 
Depreciation and amortization                      524         513      1,046       1,024 
                                             ----------  ---------  ----------  ----------
Total operating expenses                         1,835       1,847      3,718       3,655 
                                             ----------  ---------  ----------  ----------

Income from operations                             653         593      1,317       1,193 

Interest expense                                    93         101        189         204 
Gains on sales of rural telephone exchanges         29          49         47          49 
Other income (expense) - net                       (18)          2        (40)        (15)
                                             ----------  ---------  ----------  ----------

Income before income taxes and cumulative
  effect of change in accounting principle         571         543      1,135       1,023 

Provision for income taxes                         218         208        433         391 
                                             ----------  ---------  ----------  ----------

Income before cumulative effect of change
   in accounting principle                         353         335        702         632 

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

NET INCOME                                   $     353   $     335  $     702   $     666 
                                             ==========  =========  ==========  ==========
</TABLE>


See  Notes  to  Consolidated  Financial  Statements.



<PAGE>

Form  10-Q  -  Part  I

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

<CAPTION>



<S>                                        <C>        <C>

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

ASSETS

Current assets:
     Cash and cash equivalents             $      98  $          92
     Accounts and notes receivable  - net      1,537          1,550
     Inventories and supplies                    131            109
     Deferred tax asset                          177            152
     Prepaid and other                            64             57
                                           ---------  -------------

Total current assets                           2,007          1,960
                                           ---------  -------------


Gross property, plant and equipment           32,583         32,451
Less accumulated depreciation                 18,954         18,522
                                           ---------  -------------

Property, plant and equipment - net           13,629         13,929

Other assets                                     821            743
                                           ---------  -------------

Total assets                               $  16,457  $      16,632
                                           ---------  -------------
</TABLE>


See  Notes  to  Consolidated  Financial  Statements.

<PAGE>

Form  10-Q  -  Part  I

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

<CAPTION>



<S>                                                 <C>         <C>

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

LIABILITIES AND SHAREOWNER'S EQUITY

Current liabilities:
     Short-term debt                                $     159   $         834 
     Accounts payable                                   1,036             998 
     Employee compensation                                268             308 
     Dividends payable                                    354             307 
     Advanced billing and customer deposits               278             250 
     Other                                              1,026             754 
                                                    ----------  --------------

Total current liabilities                               3,121           3,451 
                                                    ----------  --------------


Long-term debt                                          5,320           5,375 
Postretirement and other postemployment
     benefit obligations                                2,349           2,347 
Deferred income taxes                                     827             807 
Deferred credits and other                                569             592 

Contingencies (See Note C to the Consolidated
     Financial Statements)

Shareowner's equity:
     Common shares - one share without par value,
        owned by parent                                 7,888           7,677 
     Cumulative deficit                                (3,617)         (3,617)
                                                    ----------  --------------
Total shareowner's equity                               4,271           4,060 
                                                    ----------  --------------
Total liabilities and shareowner's equity           $  16,457   $      16,632 
                                                    ==========  ==============
</TABLE>


See  Notes  to  Consolidated  Financial  Statements.

<PAGE>
Form  10-Q  -  Part  I

CONSOLIDATED  STATEMENTS  OF
CASH  FLOWS  (Unaudited)          U  S  WEST  COMMUNICATIONS,  INC.
<TABLE>

<CAPTION>



<S>                                                         <C>                 <C>

                                                            Six Months Ended    Six Months Ended
                                                            June 30,            June 30,
Dollars in millions                                                      1997                1996 
----------------------------------------------------------  ------------------  ------------------
OPERATING ACTIVITIES
   Net income                                               $             702   $             666 
   Adjustments to net income:
      Depreciation and amortization                                     1,046               1,024 
      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                                        (14)                 (4)
   Changes in operating assets and liabilities:
      Restructuring payments                                              (45)                (74)
      Postretirement medical and life costs, net
          of cash fundings                                                  5                 (30)
      Accounts receivable                                                  12                  45 
      Inventories, supplies and other current assets                      (40)                (23)
      Accounts payable and accrued liabilities                            310                 (83)
   Other adjustments - net                                                 77                  18 
                                                            ------------------  ------------------
   Cash provided by operating activities                                2,006               1,456 
                                                            ------------------  ------------------

INVESTING ACTIVITIES
   Expenditures for property, plant and equipment                        (831)             (1,259)
   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                                  (799)             (1,155)
                                                            ------------------  ------------------

FINANCING ACTIVITIES
   Net (repayments of) proceeds from short-term debt                     (669)                302 
   Repayments of long-term debt                                           (85)               (245)
   Dividends paid on common stock                                        (656)               (630)
   Equity infusions from U S WEST Communications Group                    209                 148 
                                                            ------------------  ------------------
   Cash (used for) financing activities                                (1,201)               (425)
                                                            ------------------  ------------------

CASH AND CASH EQUIVALENTS
   Increase (decrease)                                                      6                (124)
   Beginning balance                                                       92                 191 
                                                            ------------------  ------------------
   Ending balance                                           $              98   $              67 
                                                            ==================  ==================
</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 Six Months Ended June 30, 1997 and 1996
                             (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  such  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  the  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,  1996.

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.    The  Company  does not use
derivative  financial  instruments  for  trading  purposes.


<PAGE>
Form  10-Q  -  Part  I

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

New Accounting Standards.  In 1998, U S WEST will adopt Statement of Financial
Accounting  Standards  ("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.    Rural  Telephone  Exchanges  Held  for  Sale

In  conjunction  with  its rural telephone exchange sales program, the Company
sold  certain  rural telephone exchanges for pretax gains of $47. 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.

C.  Contingencies

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  the  Company's  alternative  form  of
regulation  ("AFOR")  plan,  and  it  then undertook a review of the Company's
earnings.    In  May  1997,  the OPUC ordered the Company 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 the Company's AFOR plan was
terminated  on  May  1,  1996.

<PAGE>
Form  10-Q  -  Part  I

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

The  Company  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 the
Company's  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  the Company's 1995 rate request. The Company had sought to increase
revenues  by  raising  rates  primarily  for basic residential services over a
four-year  period. Instead of granting the Company's request, the WUTC ordered
$91.5  in  annual  net  revenue  reductions,  effective  May  1,  1996.

Based  on  the  WUTC  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.    The Court declined to change the WUTC order. The Company 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.    The  Company  is waiting a decision by the State Supreme Court.

Effective  May  1,  1996,  the  Company  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  Company 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
Company  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  Analysis  of  the  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) different
than  anticipated  competition  from  new entrants into the local exchange and
intraLATA  toll markets, (ii) changes in demand for the Company's products and
services,  including  optional  custom  calling features, (iii) different 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.

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

Following  are  details  of  the  Company's reported net income, normalized to
exclude  the  effects  of  certain  nonoperating  items.
<TABLE>

<CAPTION>



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

                                     Six         Six
                                     Months      Months
                                     Ended       Ended       Increase     Increase
                                     June 30,    June 30,     (Decrease)  (Decrease)
                                          1997        1996   Dollars      Percent
                                     ----------  ----------  -----------  ----------
Reported net income                  $     702   $     666   $        36        5.4 
Adjustments to reported net income:
  Gains on sales of rural telephone
    exchanges                              (29)        (30)            1       (3.3)
  Cumulative effect of change in
    accounting principle (1)<F1>             -         (34)           34          - 
  Current year effect of change in
    accounting principle (1)<F1>             -         (10)           10          - 
                                     ----------  ----------  -----------  ----------
Normalized income                    $     673   $     592   $        81       13.7 
                                     ==========  ==========  ===========  ==========
<FN>

<F1>
(1)    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."
</FN>
</TABLE>



During  1997,  the Company's normalized income increased $81, or 13.7 percent,
to  $673.    Earnings  before  interest, taxes, depreciation, amortization and
other  ("EBITDA")  increased $146, or 6.6 percent, to $2,363.  EBITDA excludes
gains  on  sales  of  certain  rural telephone exchanges. The Company 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 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

Item  2.    Management's  Analysis  of  the  Results of Operations (Dollars in
millions),  continued

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 the Company's
estimated  state  regulatory  liabilities.  (See  "Contingencies") The Company
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, the Company 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), related to the
cumulative  effect  of  change  in  accounting  principle.

Operating  Revenues

An  analysis  of  operating  revenues  follows:
<TABLE>

<CAPTION>



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

                       Six        Six
                       Months     Months
                       Ended      Ended                                              Increase     Increase
                       June 30,   June 30,             Price      Lower               (Decrease)  (Decrease)
                            1997       1996  Demand    Changes    Refunds   Other    Dollars      Percent

Local service          $   2,382  $   2,324  $   198   $    (14)  $     17  $ (143)  $       58         2.5 
Interstate access          1,365      1,248      138        (10)         3     (14)         117         9.4 
Intrastate access            400        379       25          5          -      (9)          21         5.5 
Long-distance network        490        568      (47)        (5)         -     (26)         (78)      (13.7)
Other services               398        329        -          -          -      69           69        21.0 
                       ---------  ---------  --------  ---------  --------  -------  -----------  ----------
Total                  $   5,035  $   4,848  $   314   $    (24)  $     20  $ (123)  $      187         3.9 
                       =========  =========  ========  =========  ========  =======  ===========  ==========

</TABLE>


Local  Services  Revenues.    Local  service  revenues  increased  $58, or 2.5
percent,  to $2,382, primarily as a result of access line growth and increased
demand  for  new  product  and  service offerings, and existing central office
features.  Total  reported  access  lines  increased  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  Analysis  of  the  Results of Operations (Dollars in
millions),  continued

Partially  offsetting the increase is a $91 accrual to recognize the Company's
estimated  state  regulatory liabilities. (See "Contingencies") Also partially
offsetting  the  increase  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
$27.

Excluding  the  non-recurring effects of the regulatory accrual and the public
telephone  revenues  reclassification,  local  service  revenues increased 6.8
percent.    (See  "Contingencies")

Interstate  Access  Revenues.  Higher interstate access revenues resulted from
increased demand for private line services, access line growth and an increase
of  6.3  percent  in billed interstate access minutes of use. The increase was
partially  offset  by  the effects of price reductions and accruals of $22 for
refunds  to  interexchange  carriers.  The  refunds  relate  to a one-time $22
exogenous  cost  adjustment  ordered by the FCC as a condition of granting the
Company's 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.

The  Company  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 an increase of 10.5 percent in billed intrastate minutes of use and
increased  demand  for  private  line  services.

Long-distance  Network  Service  Revenues.    Long-distance  network  service
revenues  decreased  13.7  percent 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 1997, the MTCPs reduced long-distance revenues by $29, which
was  offset by increased intrastate access revenues of $3, and decreased other
operating  expenses  (i.e.,  access  expense)  of  $23.

Excluding  the  effects  of  the MTCPs, long-distance network service revenues
decreased  by  8.6  percent. 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
dial-around  activity  in  other  states within the Company's 14 state region.
The  Company  is responding to  competitive losses through competitive pricing
of  intraLATA  long-distance  services  and  increased  promotional efforts to
retain  customers.

<PAGE>
Form  10-Q  -  Part  I

Item  2.    Management's  Analysis  of  the  Results of Operations (Dollars in
millions),  continued

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  also  contributed  to  higher  other  services  revenues.

Future  revenues  may be affected by pending regulatory actions in federal and
local  regulatory  jurisdictions.

Costs  and  Expenses
<TABLE>

<CAPTION>



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

                                             Six        Six
                                             Months     Months     Increase    Increase
                                             Ended      Ended      (Decrease)  (Decrease)
                                             June 30,   June 30,   Dollars)    Percent
                                                  1997       1996

Employee-related expenses                    $   1,648  $   1,677        (29)       (1.7)
Other operating expenses                           824        762         62         8.1 
Taxes other than income taxes                      200        192          8         4.2 
Depreciation and amortization                    1,046      1,024         22         2.1 
Interest expense                                   189        204        (15)       (7.4)
Gains on sales of rural telephone exchanges         47         49         (2)       (4.1)
Other expense                                       40         15         25           - 
-------------------------------------------  ---------  ---------  ----------  ----------
</TABLE>



Employee-Related  Expenses.  Employee-related  expenses  decreased $29, or 1.7
percent,  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  3,795  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.
The increase in contract labor is primarily due to additional costs for system
development  work  and  the  launch  of  new  products and services, and sales
efforts  associated  with  a  first-quarter  1997  promotion  of  caller
identification.

Other  Operating  Expenses.    Other  operating expenses increased $62, or 8.1
percent.  The increase was predominantly a result of higher advertising costs,
of  which  approximately  $30  is  attributable  to a 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
<PAGE>

Form  10-Q  -  Part  I

Item  2.    Management's  Analysis  of  the  Results of Operations (Dollars in
millions),  continued

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 reduced access expense (primarily related
to  the  implementation  of  the  MTCPs  in  1996  and  1997).

Taxes  Other  Than  Income  Taxes.    Taxes  other than income taxes increased
primarily  due  to increased use and gross receipt taxes. Partially offsetting
were decreased property taxes due to favorable tax valuations and mill levies,
as  compared  with  1996.

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 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.

Gains  on  Sales  of Rural Telephone Exchanges.  During 1997, the Company 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. The 1996 gains were a
result  of  sales  in    North  and  South  Dakota.

Other  Expense.   Other expense increased primarily due to additional interest
expense associated with the Company's interstate sharing liabilities and state
regulatory  liabilities.

Provision  for  Income  Taxes

<TABLE>

<CAPTION>



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

                            Six         Six
                            Months      Months
                            Ended       Ended
                            June 30,    June 30,    Percent
                                 1997        1996   Change
                            ----------  ----------  -------
Provision for income taxes  $     433   $     391      10.7
Effective tax rate               38.1%       38.2%        -
--------------------------  ----------  ----------  -------
</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.

<PAGE>
Form  10-Q  -  Part  I

Item  2.    Management's  Analysis  of  the  Results of Operations (Dollars in
millions),  continued

CONTINGENCIES

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  the  Company's  alternative  form  of
regulation  ("AFOR")  plan,  and  it  then undertook a review of the Company's
earnings.    In  May  1997,  the OPUC ordered the Company 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 the Company's AFOR plan was
terminated  on  May  1,  1996.

The  Company  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 the
Company's  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  the Company's 1995 rate request. The Company had sought to increase
revenues  by  raising  rates  primarily  for basic residential services over a
four-year period.  Instead of granting the Company's request, the WUTC ordered
$91.5  in  annual  net  revenue  reductions,  effective  May  1,  1996.

Based  on  the  WUTC  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.    The Court declined to change the WUTC order. The Company 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.    The  Company  is waiting a decision by the State Supreme Court.

Effective  May  1,  1996,  the  Company  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.

<PAGE>
Form  10-Q  -  Part  I

Item  2.    Management's  Analysis  of  the  Results of Operations (Dollars in
millions),  continued

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  Company 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
Company  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  Analysis  of  the  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 the Company
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,  U  S  WEST  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  Analysis  of  the  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  increase  flat-rate  charges  (i.e.,  PICCs and SLCs).  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, the Company had elected the lowest
productivity factor, 4.0 percent, in its 1996 annual interstate tariff filing.
As  a result, the Company remained subject to the sharing requirements for the
first  half of 1997.  In May 1997, the Company 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 the Company 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  Analysis  of  the  Results of Operations (Dollars in
millions),  continued

As  mandated by the Price Cap Order, the price cap index in the Company's 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  II          U  S  WEST  Communications,  Inc.

                          PART II - OTHER INFORMATION

Item  1.    Legal  Proceedings

The Company 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 the
Company,  any  financial  impact to which the Company and its subsidiaries are
subject  is  not  expected to be material in amount to the Company's operating
results  or  its  financial  position.


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  Second  Quarter  of  1997:

     No  reports on Form 8-K have been filed for the Company during the second
quarter  of  1997.

<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.





August  13,  1997

     /s/    Allan  R.  Spies
     -----------------------

     U  S  WEST  Communications,  Inc.
     Allan  R.  Spies
     Vice  President  and  Chief  Financial  Officer