20

=====================================================================

                                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, 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>
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 Nine Months Ended September 30, 1997 and 1996            3

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

      Consolidated Statements of Cash Flows -
      Nine Months Ended September 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                                                 18

6.    Exhibits and Reports on Form 8-K                                  18
</TABLE>



<PAGE>
Form  10-Q  -  Part  I

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

<CAPTION>



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

                                                 Three       Three       Nine        Nine
                                                 Months      Months      Months      Months
                                                 Ended       Ended       Ended       Ended
                                                 September   September   September   September
                                                        30,         30,         30,         30,
Dollars in millions                                    1997        1996        1997        1996
Operating revenues:
  Local service                                  $    1,314  $    1,208  $    3,739  $    3,532
  Interstate access service                             663         606       2,028       1,854
  Intrastate access service                             208         192         608         571
  Long-distance network services                        231         272         721         840
  Other services                                        193         178         548         507
                                                 ----------  ----------  ----------  ----------
Total operating revenues                              2,609       2,456       7,644       7,304

Operating expenses:
  Employee-related expenses                             850         848       2,498       2,525
  Other operating expenses                              479         386       1,303       1,148
  Taxes other than income taxes                         100          92         300         284
  Depreciation and amortization                         528         541       1,574       1,565
                                                 ----------  ----------  ----------  ----------
Total operating expenses                              1,957       1,867       5,675       5,522
                                                 ----------  ----------  ----------  ----------

Income from operations                                  652         589       1,969       1,782

Interest expense                                         93         104         282         308
Gains on sales of rural telephone exchanges              30           2          77          51
Other expense                                            11          10          51          25
                                                 ----------  ----------  ----------  ----------

Income before income taxes and cumulative
  effect of change in accounting principle              578         477       1,713       1,500

Provision for income taxes                              220         183         653         574
                                                 ----------  ----------  ----------  ----------

Income before cumulative effect of change
 in accounting principle                                358         294       1,060         926

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

NET INCOME                                       $      358  $      294  $    1,060  $      960
                                                 ----------  ----------  ----------  ----------

See Notes to Consolidated Financial Statements.
</TABLE>



<PAGE>
Form  10-Q  -  Part  I

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

<CAPTION>



<S>                                              <C>             <C>

                                                 September 30,   December 31,
Dollars in millions                                        1997           1996

ASSETS

Current assets:
     Cash and cash equivalents                   $          172  $          92
     Accounts and notes receivable  - net                 1,513          1,550
     Inventories and supplies                               147            109
     Deferred tax asset                                     145            152
     Prepaid and other                                       55             57
                                                 --------------  -------------

Total current assets                                      2,032          1,960
                                                 --------------  -------------


Gross property, plant and equipment                      32,831         32,451
Less accumulated depreciation                            19,120         18,522
                                                 --------------  -------------

Property, plant and equipment - net                      13,711         13,929

Other assets                                                834            743
                                                 --------------  -------------

Total assets                                     $       16,577  $      16,632
                                                 --------------  -------------


See Notes to Consolidated Financial Statements.
</TABLE>



<PAGE>
Form  10-Q  -  Part  I

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

<CAPTION>



<S>                                                 <C>              <C>

                                                    September 30,    December 31,
Dollars in millions                                           1997            1996 

LIABILITIES AND SHAREOWNER'S EQUITY

Current liabilities:
     Short-term debt                                $          423   $         834 
     Accounts payable                                        1,219             998 
     Employee compensation                                     291             308 
     Dividends payable                                         357             307 
     Advanced billing and customer deposits                    286             250 
     Other                                                     865             754 
                                                    ---------------  --------------

Total current liabilities                                    3,441           3,451 
                                                    ---------------  --------------


Long-term debt                                               5,023           5,375 
Postretirement and other postemployment
     benefit obligations                                     2,294           2,347 
Deferred income taxes                                          841             807 
Deferred credits and other                                     614             592 

Contingencies (See Note C to the Consolidated
     Financial Statements)

Shareowner's equity:
     Common shares - one share without par value,
        owned by parent                                      7,981           7,677 
     Cumulative deficit                                     (3,617)         (3,617)
                                                    ---------------  --------------
Total shareowner's equity                                    4,364           4,060 
                                                    ---------------  --------------

Total liabilities and shareowner's equity           $       16,577   $      16,632 
                                                    ---------------  --------------

See Notes to Consolidated Financial Statements.
</TABLE>



<PAGE>
Form  10-Q  -  Part  I

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

<CAPTION>



<S>                                                         <C>          <C>

                                                            Nine         Nine
                                                            Months       Months
                                                            Ended        Ended
                                                            September    September
                                                                   30,          30, 
Dollars in millions                                               1997         1996 
OPERATING ACTIVITIES
   Net income                                               $    1,060   $      960 
   Adjustments to net income:
      Depreciation and amortization                              1,574        1,565 
      Gains on sales of rural telephone exchanges                  (77)         (51)
      Cumulative effect of change in accounting principle            -          (34)
      Deferred income taxes and amortization
         of investment tax credits                                   1           (8)
   Changes in operating assets and liabilities:
      Restructuring payments                                       (55)        (114)
      Postretirement medical and life costs, net
         of cash fundings                                            8          (28)
      Accounts receivable                                           37            5 
      Inventories, supplies and other current assets               (55)          (2)
      Accounts payable and accrued liabilities                     302           83 
   Other adjustments - net                                         111            9 
                                                            -----------  -----------
   Cash provided by operating activities                         2,906        2,385 
                                                            -----------  -----------

INVESTING ACTIVITIES
   Expenditures for property, plant and equipment               (1,291)      (1,883)
   Purchase of PCS wireless licenses                               (57)           - 
   Proceeds from sales of rural telephone exchanges                 51          130 
   Proceeds from (payments on) disposals of property,
      plant, and equipment                                          27           (1)
                                                            -----------  -----------
   Cash (used for) investing activities                         (1,270)      (1,754)
                                                            -----------  -----------

FINANCING ACTIVITIES
   Net (repayments of) proceeds from short-term debt              (700)         257 
   Proceeds from issuance of long-term debt                          -           16 
   Repayments of long-term debt                                   (107)        (271)
   Dividends paid on common stock                               (1,009)        (965)
   Equity infusions from U S WEST Communications Group             260          235 
                                                            -----------  -----------
   Cash (used for) financing activities                         (1,556)        (728)
                                                            -----------  -----------

CASH AND CASH EQUIVALENTS
   Increase (decrease)                                              80          (97)
   Beginning balance                                                92          191 
                                                            -----------  -----------
   Ending balance                                           $      172   $       94 
                                                            -----------  -----------
</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, 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") and a major component
of  U  S  WEST  Communications  Group  ("Communications  Group").

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.

B.          U  S  WEST  Split

On  October 27, 1997, U S WEST announced its intention to split Communications
Group and U S WEST Media Group ("Media Group") into separate public companies.
Communications Group will be renamed U S WEST, Inc. ("new U S WEST") and Media
Group will be renamed MediaOne Group, Inc. ("MediaOne Group"). Under the terms
of the proposed transaction, new U S WEST will include the telephone, data and
wireless  operations  of the Communications Group, as well as the Yellow Pages
and  electronic  directory  businesses  of  U S WEST Dex, Inc. ("Dex"). Dex is
currently  part  of  the  Media  Group  and  will  be  transferred  to  the
Communications Group as part of the proposed transaction (the "Dex Transfer").
 MediaOne  Group  will  include the cable/broadband, wireless and domestic and
international  investments  of  the  Media  Group.

Under  the  terms of the proposed split, Communications Group shareowners will
receive  one  share  of  new  U  S  WEST  common  stock  for  each  share  of
Communications  Group  common stock.  Media Group shareowners will receive one
share  of  MediaOne  Group  common  stock for each share of Media Group common
stock.    In  addition, Media Group shareowners will receive shares of new U S
WEST  common stock for each share of Media Group common stock which represents
their  interest  in  Dex, totaling approximately $850.  Under the terms of the
Dex  Transfer,  Media Group debt will be reduced and Communications Group debt
will  be  increased  by  $3.9  billion.


<PAGE>
Form  10-Q  -  Part  I

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

B.          U  S  WEST  Split  (continued)

The  transaction  is  subject to a number of approvals, including approvals by
regulators  and both shareowner groups, and receipt of a favorable ruling from
the  Internal  Revenue  Service.  The  split is expected to be complete in the
second  half  of  1998.

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.

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 September 30, 1997, totals approximately
$150.

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.

<PAGE>
Form  10-Q  -  Part  I

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

C.  Contingencies  (continued)

Effective  May  1,  1996,  the  Company  began  collecting revenues subject to
refund.  The  cumulative  amount of revenues collected subject to refund as of
September  30,  1997,  including  interest,  is  approximately  $155.

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
September  30,  1997,  is  approximately  $160.

The  Company  has  accrued  $125  at  September 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
approximately  $340.  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  -  NINE MONTHS ENDED SEPTEMBER 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>

                                     Nine         Nine
                                     Months       Months
                                     Ended        Ended
                                     September    September    Increase     Increase
                                            30,          30,    (Decrease)  (Decrease)
                                           1997         1996   Dollars      Percent
Reported net income                  $    1,060   $      960   $      100        10.4 
Adjustments to reported net income:
  Gains on sales of rural telephone         (48)         (31)         (17)      (54.8)
    exchanges
  Cumulative effect of change in
    accounting principle (1)<F1>              -          (34)          34           - 
  Current year effect of change in
    accounting principle (1)<F1>              -          (13)          13           - 
                                     -----------  -----------  -----------  ----------
Normalized income                    $    1,012   $      882   $      130        14.7 
                                     -----------  -----------  -----------  ----------
<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 $130, or 14.7 percent,
primarily due to higher demand for services and continued cost control efforts
in  the core business which accelerated in the latter half of 1996. Additional
expenses  related  to  interconnection and accruals to recognize the Company's
estimated  state regulatory liability partially offset the increase. (See Note
C  -  Contingencies  -  to the Consolidated Financial Statements.) The Company
anticipates  that  spending  increases related to interconnection requirements
and  entry  into  wireless  personal  communications services ("PCS") markets,
combined  with  rate  reductions  resulting  from  the  Federal Communications
Commission's  (the  "FCC")  price cap regulation, will partially offset future
net  income  growth.

<PAGE>
Form  10-Q  -  Part  I

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

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 income tax expenses of $22),
related  to  the  cumulative  effect  of  change  in  accounting  principle.

Operating  Revenues
<TABLE>

<CAPTION>



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

                                Nine        Nine
                                Months      Months
                                Ended       Ended
                                September   September   Increase     Increase
                                       30,         30,   (Decrease   (Decrease)
                                      1997        1996  Dollars      Percent
Local service                   $    3,739  $    3,532  $      207         5.9 
Interstate access service            2,028       1,854         174         9.4 
Intrastate access service              608         571          37         6.5 
Long-distance network services         721         840        (119)      (14.2)
Other services                         548         507          41         8.1 
                                ----------  ----------  -----------  ----------
Total                           $    7,644  $    7,304  $      340         4.7 
                                ----------  ----------  -----------  ----------
</TABLE>


Local  Service  Revenues.  Local service revenues increased predominately 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 576,000, or 3.8 percent, during the past 12 months, of which 274,000
was  attributable  to  second  lines.  Second-line  installations increased 28
percent  during the past 12 months. Access lines grew 663,000, or 4.3 percent,
when  adjusted  for sales of approximately 87,000 rural telephone access lines
during  the  past  12  months.  Also contributing to the revenue increase were
rate  increases  in  various  states  and  interim  compensation  revenue from
interexchange  carriers  as  a  result of the FCC's payphone orders which took
effect  in  April  1997.

Partially  offsetting  the  increase  were  accruals  of approximately $100 to
recognize  the  Company's estimated state regulatory liabilities (See Note C -
Contingencies  -  to the Consolidated Financial Statements) and lower wireless
interconnection  access  prices mandated by the Telecommunications Act of 1996
(the  "Telecommunications  Act").

Interstate  Access  Service  Revenues.      Higher  interstate  access service
revenues resulted from increased demand for private line services, access line
growth  and a 6.2 percent increase in billed interstate access minutes of use.
Also contributing to the increase were the effects of sharing-related accruals
for  refunds to interexchange carriers recorded in 1996.  These increases were
partially offset by 1997 price reductions. Beginning July 1, 1997, the Company
reduced  prices for interstate services as a result of the FCC's current price
cap plan. The access rate reductions have an on-going annual revenue impact of
approximately  $165  which  is reflected in lower interstate rates over twelve
months  beginning  July  1,  1997.


Form  10-Q  -  Part  I

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

Intrastate  Access  Service  Revenues.    Intrastate  access  service revenues
increased largely as a result of an 11.4 percent increase in billed intrastate
minutes  of  use  and  increased  demand  for  private  line  services.

Long-Distance  Network  Service  Revenues.      Long-distance  network service
revenues  decreased  14.2  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 several states in 1997. The MTCPs essentially allow
independent  telephone  companies  to  act as toll carriers and are net income
neutral  with  the  reduction  in  toll  revenues  largely offset by increased
intrastate  access  revenues  and  lower  access  expense.

Excluding  the  effects  of  the MTCPs, long-distance network service revenues
decreased  9.4  percent.  The  Company  believes that erosion of long-distance
network  service  revenues  will continue due to the loss of exclusivity of 1+
dialing  in  Minnesota  and  Arizona,  effective  in  February and April 1996,
respectively,  and  continued competitive dial-around activity in other states
within the Company's 14 state region. The Company is responding to competition
through  competitive pricing of intraLATA long-distance services and increased
promotional  efforts  to  retain  customers.

Other  Services  Revenues.    Other services revenues increased primarily as a
result of continued market penetration of voice messaging services and greater
sales  of  inside  wire  maintenance.

Revenue  growth  may  be affected by pending regulatory actions in federal and
local  regulatory  jurisdictions.

<PAGE>
Form  10-Q  -  Part  I

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

Costs  and  Expenses
<TABLE>

<CAPTION>



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

                               Nine        Nine
                               Months      Months
                               Ended       Ended
                               September   September   Increase     Increase
                                      30,         30,   (Decrease)  (Decrease)
                                     1997        1996  Dollars      Percent
Employee-related expenses      $    2,498  $    2,525  $      (27)       (1.1)
Other operating expenses            1,303       1,148         155        13.5 
Taxes other than income taxes         300         284          16         5.6 
Depreciation and amortization       1,574       1,565           9         0.6 
Interest expense                      282         308         (26)       (8.4)
Gains on sales of rural
  telephone exchanges                  77          51          26        51.0 
Other expense                          51          25          26           - 
</TABLE>


Employee-Related  Expenses.    Employee-related expenses decreased $27, or 1.1
percent, primarily as a result of lower salaries and wages related to employee
reductions  totaling  4,180  during  the  last  12  months (which includes the
transfer  of  1,200  employees  during  third-quarter  1997  to an unregulated
affiliate). Lower overtime costs and lower conference and travel expenses were
largely  offset  by  higher  contract labor costs. The contract labor increase
reflects  increased  marketing  and  sales  efforts,  systems development work
(which  include  expenses  related  to interconnection), and the launch of new
products  and  services.   Further offsetting the decrease in employee-related
expenses  were  increases  in  certain  employee-related  benefit  costs.

Other  Operating  Expenses.   Other operating expenses increased $155, or 13.5
percent,    predominantly  as a result of increased network software purchases
(which  include  expenses  related  to interconnection), advertising costs and
professional fees. Additionally, operating expenses increased as a result of a
reserve adjustment associated with billing and collection activities performed
for  interexchange  carriers,  increased  affiliate  expense  as  a  result of
transferring 1,200 employees to an unregulated affiliate in third-quarter 1997
and  repair  costs  associated  with  flooding  in  North  Dakota.  Partially
offsetting  the  increases  were reduced access expenses (primarily related to
the  implementation  of  the  MTCPs  in  1996  and  1997), lower materials and
supplies,  and  a 1996 charge to discontinue the Omaha broadband video service
trial.

Taxes Other Than Income Taxes. Taxes other than income taxes increased $16, or
5.6 percent, as a result of increased 1997 use taxes and property tax true-ups
in  1996.

<PAGE>
Form  10-Q  -  Part  I

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

Earnings  Before  Interest,  Taxes, Depreciation and Amortization ("EBITDA"). 
EBITDA  increased  5.9  percent, to $3,543, primarily due to higher demand for
services  and  continued  cost  control  efforts  in  the  core business which
accelerated  in  the  latter  half  of  1996.  Additional  expenses related to
interconnection  and  accruals  to  recognize  the  Company's  estimated state
regulatory  liability  partially  offset  the  increase.  (See  Note  C  -
Contingencies  -  to  the Consolidated Financial Statements.)  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.

Depreciation  and  Amortization.  Depreciation  expense  increased  during the
nine-month  period.    The  effects  of  a  higher depreciable asset base were
partially  offset  by  a  third-quarter  1996  depreciation  adjustment.

Interest Expense.  Interest expense decreased $26, or 8.4 percent, primarily a
result of lower average debt levels as compared to 1996.  Partially offsetting
the  decrease  was a reduction 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 the nine-month period,
the  Company  sold  selected  rural telephone exchanges in Iowa, South Dakota,
Nebraska, Idaho, and Minnesota for pretax gains of $77.  The 1996 gains were a
result  of  sales  in  Utah,  North  Dakota  and  South  Dakota.

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

Provision  for  Income  Taxes
<TABLE>

<CAPTION>



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

                            Nine             Nine
                            Months           Months
                            Ended            Ended
                            September 30,    September 30,    Percent
                                      1997             1996   Change
Provision for income taxes  $          653   $          574      13.8
Effective tax rate                    38.1%            38.3%        -
</TABLE>


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

<PAGE>
Form  10-Q  -  Part  I

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

Restructuring  Charge

During  the  nine-month  period  ended  September  30, 1997, the restructuring
reserve  decreased  $55  to  a  balance  of $68.  Reserve usage is primarily a
result  of  expenditures  for  492  employee separations during the first nine
months  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.

Other  Items

In  connection  with  U  S  WEST's  announcement of its intention to split the
Communications    Group  and  the  Media Group into separate public companies,
Standard  & Poor's placed the Company's senior unsecured debt rating on credit
watch with positive implications and reaffirmed the Company's commercial paper
ratings.  Duffs  &  Phelps  reaffirmed the Company's senior unsecured debt and
commercial  paper  ratings. The Company's senior unsecured debt rating remains
under  review  by  Moody's,  which  may  result  in  a  downgrading.

CONTINGENCIES

There  are  pending  regulatory actions in local regulatory jurisdictions that
call  for  price  decreases, refunds or both. For a discussion of the specific
pending  regulatory  items,  see  Note C - Contingencies - to the Consolidated
Financial  Statements.

The  Company  has  accrued  $125  at  September 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
approximately  $340.  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

INTERCONNECTION

In  August  1996,  the  FCC  issued  an order (the "FCC Order") establishing a
framework of mandatory 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
impeded  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 (the "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 unbundled network 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.

On  October  14,  1997,  the  Eighth  Circuit  clarified  that  incumbent
telecommunications  providers  are  not  required  to  make  rebundled service
offerings available to competitors at unbundled element pricing. This decision
substantially  reduces  new  entrants'  ability to arbitrage between resale of
finished  services  and  the  pricing  of  unbundled  network  elements.

The  Eighth  Circuit  is  reviewing  the FCC's August 1997 order that required
shared  transport  be made available in combination with local switching as an
unbundled  element.  This  review  is  still  pending.

NUMBER  PORTABILITY

Among  other  things,  the  Telecommunications Act requires all local exchange
carriers  ("LECs") to provide permanent number portability to facilitate local
exchange  competition.    The FCC has established a schedule for deployment of
number  portability  during  1998.    This schedule includes 10 markets in the
Company's  14  state  region.  The  FCC, however, has not issued cost recovery
rules  as  required  by  the Telecommunications Act.  On October 23, 1997, U S
WEST  filed  a  petition  in  the  Tenth  Circuit Court of Appeals (the "Tenth
Circuit"),  seeking  an  order  which  would require the FCC to issue its cost
recovery  rules.  The  Company  will  also  seek  cost  recovery through state
ratemaking proceedings and interconnection cost recovery dockets.  The Company
expects  its  estimated costs to deploy number portability will be significant
over  the  next  few  years.    Due to legal and regulatory uncertainties, the
Company  cannot  provide  assurance  the  one-time  costs  of deploying number
portability  will  ultimately  be  recovered.

UNIVERSAL  SERVICE,  ACCESS  REFORM  AND  PRICE  CAP

On May 7, 1997, the FCC announced three decisions that will establish rules to
implement  the  Universal Service provision of the Telecommunications Act (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

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 other issues
addressed  by  the  Universal  Service  Order have been filed by various other
companies.
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  services  that  have  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, 1999 through 2001.  The net effect of
these  changes will be to decrease minutes-of-use charges up to 60 percent and
increase  flat-rate charges (i.e. PICCs and SLCs). Although the effects of the
mandated  pricing  changes beginning January 1, 1998 will initially be revenue
neutral,  the  Access Reform Order coupled with the Price Cap Order, will over
time  reduce  the revenues the Company derives from interstate access charges.
Competition  from  competitive  LECs  will  also  affect  the Company's access
revenues.

U  S  WEST and other incumbent LECs have 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,  while  not  providing  for  the  immediate  replacement of subsidies
contained  within  those  same  access  charges.   This case is pending in the
Eighth  Circuit  and  will  be  heard  in  January  1998.

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 eliminated the lower productivity factor options (i.e. 4.0
percent  and  4.7 percent) that required sharing of earnings above a specified
level  and  required  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.

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  annual  revenue  impact  of
approximately  $165  which  are being reflected through lower interstate rates
over  twelve  months  beginning  July  1,  1997.

On  June  23,  1997, U S WEST petitioned the Tenth Circuit for a review of the
Price  Cap  Order.   The Tenth Circuit has transferred review of the Price Cap
Order  to  the District of Columbia Court of Appeals.  Among other things, U S
WEST  and  other  appellants  are requesting the District of Columbia Court of
Appeals  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.  This case
will  be  heard  in  1998.

<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  Third  Quarter  of  1997:

No  reports  on  Form  8-K  have  been  filed for the Company during the third
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.
<TABLE>

<CAPTION>



<S>                <C>

November 13, 1997            /s/  Allan R. Spies
                   -----------------------------

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