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Exhibit 4.3    
    


 
 

FIRST SUPPLEMENTAL INDENTURE    
    
    Dated as of April 16, 1991    
    


        This First Supplemental Indenture, dated as of April 16, 1991, is between U S WEST Communications, Inc., a Colorado corporation (the "Company"), and
The First National Bank of Chicago, a national banking association duly organized under the laws of the United States of America (the "Trustee"). 


RECITALS  


        A.    The
Company and the Trustee have executed and delivered an Indenture dated as of April 15, 1990 (the "Indenture"). 


        B.    Section 9.01
of the Indenture provides that the Company and the Trustee may enter into one or more supplemental indentures without the consent of any
Securityholder for the following purpose, among others: to make any change that does not adversely affect the rights of any Securityholder in any material respect. 



        C.    Simultaneously
with the delivery of this First Supplemental Indenture, the Company is furnishing to the Trustee an opinion of counsel to the effect that all conditions
precedent to the execution of this First Supplemental Indenture have been complied with. 


        NOW,
THEREFORE, it is agree as follows: 


ARTICLE ONE  


 Relation to Indenture; Definitions  


        Section 1.01.    This First Supplemental Indenture constitutes an integral part of the Indenture. 



        Section 1.02.    For
all purposes of this First Supplemental Indenture: 



        (1)   Any
capitalized term used herein without definition shall have the meanings specified in the Indenture. 


        (2)   Any
reference herein to Articles and Sections, unless otherwise specified, refer to the corresponding Articles and Sections of the Indenture as amended by this First
Supplemental Indenture. 



ARTICLE TWO  


 Amendment to the Indenture  


        Section 2.01 of the Indenture is amended to read in its entirety as follows: 



        The
aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more Series. There may be
Registered Securities and Unregistered Securities within a Series and the Unregistered Securities may be subject to such restrictions, and contain such legends, as may be required by United States
laws and regulations. All Series of Securities shall be equally and ratably entitled to the benefits of this Indenture. 



ARTICLE THREE  


 Miscellaneous  


        Section 3.01.    Continued Effectiveness of Indenture.    As amended hereby, the Indenture shall continue in
full force and effect.

 


        Section 3.02.    Purpose.    The purpose of this First Supplemental Indenture is to effect the amendment set
forth herein. The Company warrants that all the conditions and requirements necessary to make this First Supplemental Indenture, when duly executed and delivered, a valid and binding agreement in
accordance with its terms and for the purposes herein expressed, have been performed and fulfilled. 


        Section 3.03.    Rights of Trustee.    The Trustee executes this First Supplemental Indenture only on the
condition that it shall have and enjoy with respect thereto all of the rights, duties, and immunities as set forth in the Indenture. 


        Section 3.04.    Counterparts.    This First Supplemental Indenture may be executed in any number of
counterparts, each of which shall be an original, but such counterparts shall together constitute but one instrument. 




 


        IN
WITNESS WHEREOF, the Company has caused this First Supplemental Indenture to be executed by its Vice President and Treasurer, and its corporate seal to be affixed hereunto and the
same to be attested by its Assistant Secretary; and the Trustee has caused this First Supplemental Indenture to be
executed by one of its Vice Presidents or Trust Officers, and its corporate seal to be affixed hereunto and the same to be attested by one of its Vice Presidents or one of its Trust Officers. 



	 	 	U S WEST Communications, Inc.
	

 	
 	
By:	

/s/  DAVID R. LAUBE      
 Vice President and Treasurer
	

(SEAL)	
 	

 	

 
	

Attest:	
 	

 	

 
	

/s/  B.M. BELL      
 Assistant Secretary	
 	

 	

 
	

 	
 	
THE FIRST NATIONAL BANK OF CHICAGO
	

 	
 	

By:	

/s/  STEVE M. WAGNER      
 Vice President
	

(SEAL)	
 	

 	

 
	

Attest:	
 	

 	

 
	

/s/  SHARON MCGRATH      
 Trust Officer	
 	

 	

 














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Exhibit 4.3


FIRST SUPPLEMENTAL INDENTURE Dated as of April 16, 1991