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USWCRART.DOC
EXHIBIT 3A

                      RESTATED ARTICLES OF INCORPORATION

                                      OF

                        U S WEST COMMUNICATIONS, INC.


Pursuant  to  Section  7-110-107 of the Colorado Business Corporation Act, U S
WEST  COMMUNICATIONS, INC. a corporation organized and existing under the laws
of  Colorado,  hereby  restates its Articles of Incorporation and certifies as
follows:


FIRST:       The name of the corporation is U S WEST COMMUNICATIONS, INC.  The
          date of filing of its original Certificate of Incorporation with the
       Secretary of State was July 17, 1911.

SECOND:     That pursuant to Section 7-110-107 of the Colorado Business
        Corporation Act, these Restated Articles of Incorporation were adopted
        by the sole shareholder of the corporation on December 7, 1995, in the
        manner prescribed by the Colorado Business Corporation Act.

THIRD:     That the text of the Restated Articles of Incorporation as
       heretofore amended and supplemented is hereby restated and further
       amended to read in its entirety as follows:

ARTICLE  ONE.    The  name of the Corporation is U S WEST COMMUNICATIONS, INC.
("the Corporation).

ARTICLE  TWO.   The Corporation shall have and may exercise all of the rights,
powers,  and privileges now or hereafter conferred upon corporations organized
under  the  laws  of Colorado; provided, however, that the Corporation shall
not engage in any act or activity which could violate the Modification of
Final Judgment entered August 24, 1982, in United States v. Western Electric,
et  al.,  Case  No.  82-0192, United District Court, District of Columbia, as
amended, modified, supplemented or interpreted by a court of competent
jurisdiction from time to time.  In addition, the Corporation may do
everything  necessary, suitable or proper for the accomplishment of any of its
corporate  purposes.   The Corporation may conduct part or all of its business
in any part of Colorado, the United States, or the world and may hold,
purchase,  mortgage,  lease,  and  convey real and personal property in any of
such places.

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ARTICLE THREE.  (a)  The aggregate number of shares of stock which the
Corporation  shall  have  authority  to issue is one (1) share of common stock
without par value.  The share of this class of common stock shall have
unlimited voting rights and shall constitute the sole voting group of the
Corporation,  except  to  the extent any additional voting group or groups may
hereafter  be established in accordance with the Colorado Business Corporation
Act.  The share of this class of common stock shall also be entitled to
receive the net assets of the Corporation upon dissolution.

(b)    Each  shareholder of record shall have one vote for each share of stock
standing  in  his  name  on the books of the Corporation and entitled to vote,
except  that in the election of directors, each shareholder shall have as many
votes  for each share held by him as there are directors to be elected and for
whose election the shareholder has the right to vote.  Cumulative voting shall
not be permitted in the election of directors or otherwise.

(c)    Unless  otherwise  ordered by a court of competent jurisdiction, at all
meetings of the shareholders, one-third of the shares of a voting group
entitled  to  vote  at  such meeting, represented in person or by proxy, shall
constitute a quorum of that voting group.

ARTICLE  FOUR.    The number of directors of the Corporation shall be fixed by
the Bylaws.  The number of directors constituting the current Board of
Directors of the Corporation is three (3).

ARTICLE FIVE.  The address of the Corporation's principal office is 1801
California Street, Denver, Colorado 80202.

ARTICLE  SIX.  The address of the Corporation's registered office in the State
of Colorado is 1675 Broadway, Denver, Colorado 80202. The name of the
Corporation's registered agent at such address is C T Corporation System.

ARTICLE  SEVEN.    The provisions as to the management of the business and the
conduct  of the affairs of the Corporation shall be set forth in the Bylaws of
the  Corporation  or  as approved by the Board of Directors of the Corporation
from time to time, and the same shall be in furtherance of and not in
limitation or exclusion of the powers conferred by the law.

ARTICLE  EIGHT.   In furtherance and not in limitation of the powers conferred
by the Colorado Business Corporation Act, the Board of Directors of the
Corporation  is  expressly authorized and empowered to adopt, amend and repeal
the  Bylaws of the Corporation.  Election of a Director need not be by written
ballot.

ARTICLE  NINE.    These Restated Articles of Incorporation correctly set forth
the provisions of the Articles of Incorporation, as amended.

FOURTH:        That the number of shares of the Corporation outstanding at the
           time of such adoption was one, and the number of shares entitled to
        vote thereon was one.

FIFTH:     That the number of shares voted for the Restated Articles of
       Incorporation was sufficient for approval.

SIXTH:     That upon the issuance of the Restated Certificate of Incorporation
       by the Colorado Secretary of State, these Restated Articles of
          Incorporation shall supersede the original Articles of Incorporation
       and all amendments thereto.


IN WITNESS WHEREOF, said U S WEST COMMUNICATIONS, INC. has caused these
Restated Articles of Incorporation to be signed by Stephen E. Brilz, its
Assistant Secretary, this 19th day of December, 1995.



                                   /S/ STEPHEN E. BRILZ
                                   ____________________________________
                                   Stephen E. Brilz - Assistant Secretary