=====================================================================
<PAGE>

                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION

                           Washington, D. C.  20549


                                   ---------
                                   FORM 10-Q
                                   ---------


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

                 For the Quarterly Period Ended March 31, 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>

<TABLE>

<CAPTION>



<S>                 <C>

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


                                   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 Months Ended March 31, 1997 and 1996                         3

      Consolidated Balance Sheets -
      March 31, 1997 and December 31, 1996                               4

      Consolidated Statements of Cash Flows -
      Three Months Ended March 31, 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))            9


      PART II - OTHER INFORMATION

1.    Legal Proceedings                                                 15

6.    Exhibits and Reports on Form 8-K                                  15
</TABLE>



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

<CAPTION>



<S>                           <C>

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



<TABLE>

<CAPTION>



<S>                                                               <C>         <C>

                                                                  Three       Three
                                                                  Months      Months
                                                                  Ended       Ended
                                                                  March 31,   March 31,
Dollars in millions                                                     1997        1996
                                                                  ----------  ----------
Operating revenues:
   Local service                                                  $    1,231  $    1,145
   Interstate access service                                             687         622
   Intrastate access service                                             200         190
   Long-distance network services                                        250         290
   Other services                                                        179         161
                                                                  ----------  ----------
   Total operating revenues                                            2,547       2,408

Operating expenses:
   Employee-related expenses                                             806         813
   Other operating expenses                                              450         389
   Taxes other than income taxes                                         105          95
   Depreciation and amortization                                         522         511
                                                                  ----------  ----------
   Total operating expenses                                            1,883       1,808
                                                                  ----------  ----------

Income from operations                                                   664         600

Interest expense                                                          96         103
Gain on sale of rural telephone exchanges                                 18           -
Other expense - net                                                       22          17
                                                                  ----------  ----------

Income before income taxes and cumulative effect of
   change in accounting principle                                        564         480

Provision for income taxes                                               215         183
                                                                  ----------  ----------

Income before cumulative effect of change in
   accounting principle                                                  349         297

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

NET INCOME                                                        $      349  $      331
                                                                  ==========  ==========
</TABLE>


See  Notes  to  Consolidated  Financial  Statements.


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

<CAPTION>



<S>                           <C>

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

</TABLE>



<TABLE>

<CAPTION>



<S>                                        <C>         <C>

                                           March 31,   December 31,
Dollars in millions                              1997           1996
-----------------------------------------  ----------  -------------

ASSETS

Current assets:
     Cash and cash equivalents             $       82  $          92
     Accounts and notes receivable  - net       1,489          1,550
     Inventories and supplies                     107            109
     Deferred tax asset                           122            152
     Prepaid and other                             74             57
                                           ----------  -------------

Total current assets                            1,874          1,960
                                           ----------  -------------


Gross property, plant and equipment            32,568         32,451
Less accumulated depreciation                  18,839         18,522
                                           ----------  -------------

Property, plant and equipment - net            13,729         13,929

Other assets                                      768            743
                                           ----------  -------------

Total assets                               $   16,371  $      16,632
                                           ==========  =============
</TABLE>


See  Notes  to  Consolidated  Financial  Statements.



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

<CAPTION>



<S>                          <C>

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



<TABLE>

<CAPTION>



<S>                                                 <C>          <C>

                                                    March 31,    December 31,
Dollars in millions                                       1997            1996 
                                                    -----------  --------------

LIABILITIES AND SHAREOWNER'S EQUITY

Current liabilities:
     Short-term debt                                $      375   $         834 
     Accounts payable                                    1,027             998 
     Employee compensation                                 239             308 
     Dividends payable                                     349             307 
     Advanced billing and customer deposits                259             250 
     Accrued property taxes                                244             193 
     Other                                                 728             561 
                                                    -----------  --------------

Total current liabilities                                3,221           3,451 
                                                    -----------  --------------


Long-term debt                                           5,362           5,375 
Post-retirement and other post-employment
     benefit obligations                                 2,330           2,347 
Deferred income taxes                                      806             807 
Deferred credits and other                                 515             592 

Contingencies (See Note B to the Consolidated
     Financial Statements)

Shareowner's equity:
     Common shares - one share without par value,
         owned by parent                                 7,754           7,677 
     Cumulative deficit                                 (3,617)         (3,617)
                                                    -----------  --------------
Total shareowner's equity                                4,137           4,060 
                                                    -----------  --------------
Total liabilities and shareowner's equity           $   16,371   $      16,632 
                                                    ===========  ==============
</TABLE>


See  Notes  to  Consolidated  Financial  Statements.


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

<CAPTION>



<S>                          <C>

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



<TABLE>

<CAPTION>



<S>                                                     <C>          <C>

                                                        Three        Three
                                                        Months       Months
                                                        Ended        Ended
                                                        March 31,    March 31,
Dollars in millions                                           1997         1996 
------------------------------------------------------  -----------  -----------
OPERATING ACTIVITIES
   Net income                                           $      349   $      331 
   Adjustments to net income:
      Depreciation and amortization                            522          511 
      Gain on sale of rural telephone exchanges                (18)           - 
      Cumulative effect of change in accounting
         principle                                               -          (34)
      Deferred income taxes and amortization
         of investment tax credits                              22           22 
   Changes in operating assets and liabilities:
      Restructuring payments                                   (29)         (42)
      Post-retirement medical and life costs, net
          of cash fundings                                     (11)         (44)
      Accounts receivable                                       60           93 
      Inventories, supplies and other current assets            (3)         (31)
      Accounts payable and accrued liabilities                 222           29 
   Other - net                                                 (12)           2 
                                                        -----------  -----------
   Cash provided by operating activities                     1,102          837 
                                                        -----------  -----------

INVESTING ACTIVITIES
   Expenditures for property, plant and equipment             (395)        (637)
   Proceeds from sale of rural telephone exchanges               7            - 
   Payments on disposals of property, plant
      and equipment                                             (7)          (7)
                                                        -----------  -----------
   Cash (used for) investing activities                       (395)        (644)
                                                        -----------  -----------

FINANCING ACTIVITIES
   Repayments of short-term debt - net                        (429)         (93)
   Repayments of long-term debt                                (54)         (24)
   Dividends paid on common stock                             (307)        (308)
   Equity infusions from U S WEST Communications Group          73           88 
                                                        -----------  -----------
   Cash (used for) financing activities                       (717)        (337)
                                                        -----------  -----------

CASH AND CASH EQUIVALENTS
   Decrease                                                    (10)        (144)
   Beginning balance                                            92          191 
                                                        -----------  -----------
   Ending balance                                       $       82   $       47 
                                                        ===========  ===========
</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 Three Months Ended March 31, 1997
                             (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.

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

B.  Contingencies

There  are  pending  regulatory actions in local regulatory jurisdictions that
call  for  price  decreases,  refunds or both.  In one such instance, the Utah
Supreme  Court  has remanded a Utah Public Service Commission ("PSC") order to
the  PSC  for 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  range  of  possible  risk  is  $0  to  $160  at  March  31,  1997.

In  1996, the Washington State Utilities and Transportation Commission ("WUTC"
or the "Commission") acted on the Company's 1995 rate request. The Company had
sought  to  increase revenues by primarily raising rates for basic residential
services  over  a  four-year  period.  The two major issues in this proceeding
involve the Company's request for improved capital recovery and elimination of
the  imputation  of  Yellow  Pages revenue.  Instead of granting the Company's
rate  request,  the  Commission  ordered approximately $91.5 in annual net
revenue reductions,  effective  May  1,  1996.



<PAGE>
Form  10-Q  -  Part  I

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

Based  on  the  above ruling, the Company filed a lawsuit with the King County
Superior  Court  (the "Court") for an appeal of the order, a temporary stay of
the  ordered  rate  reduction  and  an  authorization  to  implement a revenue
increase.    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 which will begin in the second
quarter  of  1997.

Effective May 1, 1996, the Company began collecting revenues subject to refund
with  interest.  The cumulative amount of revenues collected subject to refund
as of March 31, 1997, is approximately $95.  The Company expects its appeal to
be  successful  and  has  not  accrued  any  of the amounts subject to refund.
However,  an adverse judgment on the appeal would have a significant impact on
the  future  results  of  operations.



<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  - FIRST QUARTER 1997 COMPARED WITH FIRST QUARTER 1996

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

<CAPTION>



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

                                      Three        Three
                                      Months       Months
                                      Ended        Ended        Increase     Increase
                                      March 31,    March 31,     (Decrease)  (Decrease)
                                            1997         1996   Dollars      Percent
                                      -----------  -----------  -----------  ----------
Reported net income                   $      349   $      331   $       18          5.4
Adjustments to reported net income:
  Gain on sale of rural telephone
    exchanges (1)<F1>                        (11)           -          (11)           -
  Cumulative effect of change in
    accounting principle (2)<F2>               -          (34)          34            -
  Current year effect of change in
    accounting principle (2)                   -           (5)           5            -
                                      -----------  -----------  -----------  ----------
Normalized income                     $      338   $      292   $       46         15.8
                                      ===========  ===========  ===========  ==========
<FN>

<F1>
(1)    In  first-quarter  1997,  the  Company sold certain rural telephone exchanges in
Nebraska  for  a  pretax  gain  of  $18  and  an  after  tax  gain  of  $11.
<F2>
(2)    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 $46, or 15.8 percent,
to $338. Earnings before interest, taxes, depreciation, amortization and other
("EBITDA") increased $75, or 6.8 percent, to $1,186.  EBITDA also excludes the
gain  on sale of certain rural telephone exchanges in 1997.  The increases are
primarily  due  to  higher  demand  for  services  and  continued cost control
efforts,  which  accelerated  in  the  latter  half  of  1996.    The  Company
anticipates  net  income  growth  will  be partially offset by increased costs
related  to  growth  initiatives  and  interconnection  requirements.

<PAGE>
Form  10-Q  -  Part  I

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

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.

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  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>

                                                                               Increase     Increase
Three Months Ended                               Price      Lower               (Decrease)  (Decrease)
March 31,                1997    1996  Demand    Changes    Refunds   Other    Dollars      Percent
---------------------  ------  ------  --------  ---------  --------  -------  -----------  ----------
Local service          $1,231  $1,145  $   101   $    (10)  $      5  $  (10)  $       86         7.5 
Interstate access         687     622       64         (5)        10      (4)          65        10.5 
Intrastate access         200     190        9          2          -      (1)          10         5.3 
Long-distance network     250     290      (22)        (1)         -     (17)         (40)      (13.8)
Other services            179     161        -          -          -      18           18        11.2 
                       ------  ------  --------  ---------  --------  -------  -----------  ----------
Total                  $2,547  $2,408  $   152   $    (14)  $     15  $  (14)  $      139         5.8 
                       ======  ======  ========  =========  ========  =======  ===========  ==========
</TABLE>


Local  service revenues increased $86, or 7.5 percent, to $1,231, 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 562,000, or 3.7 percent, during the past 12 months, of
which  250,000  was  attributable  to second lines.  Second line installations
increased  28.6  percent.  Access  lines  grew  688,000,  or 4.6 percent, when
adjusted  for  sales  of  approximately  126,000  rural telephone access lines
during  the  past  twelve  months.  Partially offsetting the increase in local
service  revenues  was  the  effect  of  lower wireless interconnection access
prices  as mandated by the Telecommunications Act of 1996, which reduced local
service  revenues  by  $16.

Higher  interstate  access  revenues are primarily attributable to access line
growth,  a 6.6 percent increase in billed interstate access minutes of use and
increased  demand  for  private  line  services.  True-ups  of $18 to the 1996
sharing  related  accruals  for  refunds  to  interexchange  carriers  also
contributed  to  the  increase  in interstate access revenues.  These true-ups
more  than  offset  the current year sharing related accruals. The increase in
intrastate  access  revenues  was  primarily  attributable  to  a  8.5 percent
increase  in  billed intrastate access minutes of use and increased demand for
private  line  services.


<PAGE>
Form  10-Q  -  Part  I

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

Long-distance  network  service  revenues  decreased  $40, or 13.8 percent, as
compared  with  1996,  primarily  due  to  the  effects of competition and the
implementation  of  multiple toll carrier plans ("MTCPs") in Iowa and Nebraska
in  1996,  and  in  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 $17, which was offset
by  increased  intrastate  access revenues of $2 and decreased other operating
expenses  (i.e.,  access  expense)  of  $14.

Excluding  the  effects  of  the MTCPs, long-distance network service revenues
decreased 7.9 percent.  Erosion of long-distance network service revenues will
continue  due  to  the  loss  of  exclusivity  of  1+ dialing in Minnesota and
Arizona,  and  continued  dial-around  activity  in  other  states  within the
Communications Group's 14 state region.  The Communications Group is partially
mitigating  competitive  losses  through  competitive  pricing  of  intraLATA
long-distance  services and increased promotional efforts to retain customers.

During  1997,  revenues  from  other  services increased $18, or 11.2 percent,
primarily  as  a  result  of  continued  market penetration in voice messaging
services,  and  increased  inside  wire  maintenance  services and billing and
collection  service  revenues.

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

Costs  and  Expenses
<TABLE>

<CAPTION>



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

                               Three       Three
                               Months      Months
                               Ended       Ended       Increase     Increase
                               March 31,   March 31,    (Decrease)  (Decrease)
                                     1997        1996  Dollars      Percent
                               ----------  ----------  -----------  ----------
Employee-related expenses      $      806  $      813  $       (7)       (0.9)
Other operating expenses              450         389          61        15.7 
Taxes other than income taxes         105          95          10        10.5 
Depreciation and amortization         522         511          11         2.2 
Interest expense                       96         103          (7)       (6.8)
Other expense - net                    22          17           5        29.4 
                               ----------  ----------  -----------  ----------
</TABLE>


Employee-related  expenses  decreased slightly in 1997, primarily due to lower
salaries  and wages, and overtime. Salaries and wages decreased primarily as a
result  of  employee  reductions totaling 3,873 during the last twelve months.
However,  this  decrease was largely offset by the effects of inflation-driven
wage  increases.    The  reduction  in  overtime  is  primarily  the result of
continued  cost  control efforts which accelerated in the latter half of 1996.
Partially  offsetting  these decreases were higher contract labor costs and an
increase in the post-retirement benefits accrual.  The contract labor increase
primarily  relates  to  marketing  and sales efforts associated with a special
advertising promotion of caller identification and additional costs related to
systems  development.

<PAGE>

Form  10-Q  -  Part  I

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

The  increase  in  other  operating  expenses  is  primarily  due  to  higher
advertising  expenses, of which approximately $30 is attributable to a special
advertising  promotion  of  caller  identification.   Also contributing to the
increase  was  a  reserve  adjustment  associated  with billing and collection
activities  performed for interexchange carriers, and increased consulting and
professional  fees  primarily  related  to  new  business  opportunities.

The  increase  in  taxes other than income taxes is primarily due to increased
use  and  gross  receipts  tax.

The decrease in interest expense is primarily due to lower average debt levels
and  lower  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.

RESTRUCTURING  CHARGE

In  1993,  the  Company  incurred  an $880 restructuring charge (pretax).  The
related  restructuring plan, which is expected to be substantially complete by
the  end  of  1997,  is  designed  to provide faster, more responsive customer
services,  while  reducing  the  costs  of  providing  these  services.

During the first quarter, the restructuring reserve decreased $29 to a balance
of $94 at March 31, 1997.  Reserve usage is primarily a result of expenditures
for  employee  separation  and  systems development costs.  First-quarter 1997
employee  separations  were  207, bringing the cumulative employee separations
under  the  restructuring  plan  to  7,379.

CONTINGENCIES

There  are  pending  regulatory actions in local regulatory jurisdictions that
call  for  price  decreases,  refunds or both.  In one such instance, the Utah
Supreme  Court  has remanded a Utah Public Service Commission ("PSC") order to
the  PSC  for 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  range  of  possible  risk  is  $0  to  $160  at  March  31,  1997.

In  1996, the Washington State Utilities and Transportation Commission ("WUTC"
or the "Commission") acted on the Company's 1995 rate request. The Company had
sought  to  increase revenues by primarily raising rates for basic residential
services  over  a  four-year  period.  The two major issues in this proceeding
involve the Company's request for improved capital recovery and elimination of
the  imputation  of  Yellow  Pages revenue.  Instead of granting the Company's
rate  request,  the  Commission  ordered approximately $91.5 in annual net
revenue reductions,  effective  May  1,  1996.

<PAGE>

Form  10-Q  -  Part  I

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

Based  on  the  above ruling, the Company filed a lawsuit with the King County
Superior  Court  (the "Court") for an appeal of the order, a temporary stay of
the  ordered  rate  reduction  and  an  authorization  to  implement a revenue
increase.    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 which will begin in the second
quarter  of  1997.

Effective May 1, 1996, the Company began collecting revenues subject to refund
with  interest.  The cumulative amount of revenues collected subject to refund
as of March 31, 1997, is approximately $95.  The Company expects its appeal to
be  successful  and  has  not  accrued  any  of the amounts subject to refund.
However,  an adverse judgment on the appeal would have a significant impact on
the  future  results  of  operations.

REGULATORY  ENVIRONMENT

On  May 7, 1997, the Federal Communications Commission ("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 assessments against these service providers' end-user
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, libraries and rural health
care  providers  to  the  global  telecommunications  network.

Federal  Access  Reform

The  FCC  rejected proposals to immediately base access rates on total service
long  run  incremental  costs.   The FCC will instead rely on market forces to
bring  access  rates  to  competitive  levels  over  time.  The FCC will issue
detailed  rules  at  a  later  date.

<PAGE>

Form  10-Q  -  Part  I

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

The Access Reform Order will generally remove non-traffic sensitive costs from
minutes-of-use  access  charges. The FCC concluded these non-traffic sensitive
costs  should  be  generally  recovered  through  flat-rate  charges  against
interexchange  carriers,  multi-line business users and additional residential
lines.    The  Access  Reform Order will also affirm the tentative conclusions
reached  in  the  Notice  of  Proposed Rulemaking issued in December 1996 that
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
the  effects  on  the  Company  cannot  be  evaluated  until  the  order  and
accompanying  rules  are  issued.  Competition from new entrant local exchange
carriers  will  also  affect  the  Company's  access  revenues.

Price  Cap  Order

The  FCC's  Price  Cap  Order  will require LECs that are subject to price cap
regulation  to  increase  their  price  cap  index  productivity factor to 6.5
percent.    The  order  will  eliminate  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 factor had been in effect at the time of the 1996 tariff
filing.    The  Price  Cap Order will require price cap incumbent LECs to file
revisions  to their interstate access tariffs in compliance with the new rules
to  be  effective  July  1,  1997.   The effects of the Price Cap Order on the
Company cannot be evaluated until a later date when the FCC releases its order
and  new  rules.

OTHER  ITEMS

On  March 31, 1997, Standard and Poor's lowered the Company's senior unsecured
debt  rating  from  A  plus  to A.  This downgrading is a result of a modified
rating  criteria  implemented  by  Standard and Poor's to reflect the changing
telecommunications    regulatory  environment.

In  January  1997,  the  Company  purchased  personal  communications  service
licenses  in  the FCC's block auction of D and E spectrum.  The purchase price
of  approximately  $57  will  be  paid  as  the  licenses  are  granted.

<PAGE>
<TABLE>

<CAPTION>



<S>                 <C>

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


                          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.

</TABLE>



(b)    Reports  on  Form  8-K  Filed  During  the  First  Quarter  of  1997:

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

<PAGE>
<TABLE>

<CAPTION>



<S>                  <C>

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




                                  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.



May  14,  1997

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

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