U  S  WEST  COMMUNICATIONS  GROUP  1996  THIRD  QUARTER  EARNINGS
PAGE



U  S  WEST  Communications,  Inc.
1801  California  Street
Denver,  Colorado    80202

[U  S  WEST  Communications  logo  and  registered  trademark]

News  Release


Release  Date:          October  23,  1996

Contact:                      Dave  Banks  (303)  804-6752


          U S WEST COMMUNICATIONS RECORDS ANOTHER QUARTER OF STRONG
                          GROWTH IN CORE OPERATIONS;
                  ACCESS LINES AND VOLUMES AT RECORD LEVELS

ENGLEWOOD,  Colo.  -- U S WEST Communications Group (NYSE:USW) today announced
record  quarterly  revenues  and continued record access line growth --  among
the best in the industry -- as well as strong growth rates in new products and
local  services.
These results, tempered by higher -- but moderating -- operating expenses, led
to  normalized  quarterly net income of $ 282 million, up 2.2 percent over the
same  period  in  1995.    Further  adjusting  for  certain  one-time expenses
associated  with  the  company's Omaha video operations, net income would have
grown  6.2  percent.
Third  quarter  operating  highlights  include:
- -          Earnings per share (EPS) were unchanged from last year at $.59 on a
normalized  basis.    Further  adjusting  for  the  one-time  operating  costs
associated  with  the  Omaha video operations, EPS would have been $.61, a 3.4
percent  increase.
- -          Access line growth, among the strongest in the nation, continues to
accelerate in U S WEST Communications  14-state region, increasing 5.1 percent
(excluding  the  sale  of selected rural telephone exchanges) over the past 12
months.    This  includes  4.0  percent growth in residential lines, growth in
business  lines  of  7.9  percent,  and  a  growth  rate  of  31.7  percent in
residential  additional  lines.
- -     A 5.3 percent increase in operating revenues to $2.52 billion from $2.39
billion  in  the  third  quarter, 1995. This quarter's revenue performance was
driven  by  continued  strong local service revenue growth of 9.3 percent.  It
was  also bolstered by strong growth in high-capacity services provided to our
large  business  customers,  one  of  the  most  competitive  segments  of the
industry.
- -          Strong  revenue  growth  in  new products, such as Caller ID, Voice
Messaging,  and  data  networking services, up nearly 50 percent from the same
period  in  1995.    Within this category, revenues from CLASS services (which
include  Caller  ID) were up approximately 90 percent.  !NTERPRISE [registered
trademark],  the data networking services division of U S WEST Communications,
reported  a  revenue  increase  of  more than 100 percent compared to the same
period  a  year  ago.


- -         Continued strong penetration of custom calling features such as Call
Waiting, Call Forwarding, and 3-way Calling, driven by innovative marketing of
tailored  product  bundles.
- -          The company intensified its efforts to control costs which led to a
reduction of approximately 1,000 employee positions during the quarter, 500 of
which  will  leave  the  company's  payroll  during  the fourth quarter.  This
contributed to a productivity increase of 4.6 percent as measured by employees
per  10,000  access  lines.    That figure now stands at 31.2 versus 32.7 last
year.
Operating  expenses  were  up  over  the same period in 1995 by 5.1 percent at
$1.94  billion,  an  improvement  over the 1996 second quarter increase of 8.0
percent.    Expense  increases  were  driven  by:
- -        Increased volume due to unprecedented access-line growth -- resulting
from  the  strong  regional  economy  of  the  west  --  and  continuing
service-improvement initiatives.  The company had a net gain of 197,000 access
lines in the third quarter, a 25 percent increase compared with third quarter,
1995.    A  majority  of this growth occurred outside the company's five major
metro  areas,  and  more  than  half of the residential gain was on primary --
versus  additional -- lines. While initial costs for provisioning this type of
growth  are  higher  than  if  a greater percentage were on second lines or in
metro  areas,  primary  line  growth  spread  more  evenly across the 14-state
territory  is  great  for  the  future  of  the  business.
- -        Increased costs associated with retail sales and marketing programs,
which  are helping drive unprecedented revenue growth and positioning U S WEST
Communications  as  competitors  enter  new  markets.
 "I'm  pleased  with U S WEST Communications Group's improving service quality
and  strong  revenue  growth,"  said  Richard  McCormick,  chairman  and chief
executive officer of U S WEST, Inc.  "Those are critical elements in being fit
for  an  increasingly  competitive  marketplace."
Sol Trujillo, president and chief executive officer of U S WEST Communications
Group,  said  U  S  WEST  Communications'  third quarter performance shows the
company's  commitment  to  customers  is  stronger  than  ever.
"We  have  kept  our promises to our customers by improving service," Trujillo
said.   "That has been our number one priority.  At the same time, we're doing
a  great  job stimulating growth in revenues and new products.  That shows our
aggressive  marketing  efforts  are  paying  off."
"Our  challenge now is to flow more of the dollars from these successes in the
core business to the bottom line and generate cash for continued investment in
the  business,"  Trujillo  added.    "We've  begun  to  see the results of our
initiatives  to  improve  our  cost  structure,  and  I'm confident that we'll
continue  to  improve in the coming quarters.  This will translate to improved
shareowner  value."


THIRD  QUARTER  OPERATING  HIGHLIGHTS
Operating  highlights  for  the  quarter  include:
- -          On  September  5,  U S WEST Communications Group joined many of its
industry  counterparts in appealing and asking for a stay of selected portions
of  the  FCC's  August  8  interconnection  order.  Last week, the Federal 8th
Circuit  Court  stayed  essentially  the  same parts of the order U S WEST had
requested,  pending  the  outcome  of  appeals, which are expected sometime in
early  1997.
- -          Marked improvement in many service quality measures.  For instance,
orders  "held"  more than 30 days for primary service at the end of September,
1996 were 2,033, less than half of the 4,144 at the end of September, 1995 and
were  only 37 percent of the 5,439 at the end of September, 1994.  As well, 90
percent of the company's customers now reach a customer service representative
within  three  rings,  compared to only about 70 percent in 1994.  The company
achieved  this performance despite net new access line gains 43 percent higher
than  in  1995.  Further, order activity is typically highest during the third
quarter.    This usually causes an upward spike in held orders at this time of
year.    No such spike occurred in 1996.  (An order is "held" when the company
cannot  deliver  service  immediately  upon  receipt  of  that  order.)
- -          Continued  to  drive  increased  residential  penetration levels of
value-added  services:    Call  Waiting,  39.8  %;  Caller  ID,  20.1 %; Voice
Messaging,  15.6  %.
- -          Continued  aggressive  deployment  of  U  S  WEST Network 21.  This
state-of-the-art,  fiber-optic,  bi-directional SONET ring architecture offers
unprecedented  survivability,  reliability  and  flexibility for high-capacity
services.  These  state-of-the-art rings dwarf in size what alternative access
providers  have  put  in  place.  Customers in Denver, Phoenix and Seattle are
currently  receiving  the  benefits of this enhanced self-healing network, and
construction  is  currently  underway  in  other  key  cities.

- -          !NTERPRISE  continued  to  enhance  its Frame Relay network, and by
year-end,  expects to have 38,000 Frame Relay ports in service.  That division
also  began  implementing FT-1 Frame Relay Service in preparation for entering
the  interLATA  market.   This offering will allow !NTERPRISE to package local
and long distance data services for lower-cost, one-stop shopping.  During the
third quarter, !NTERPRISE also successfully introduced Audio Conferencing Dial
Out  Services,  and  began  a  controlled introduction of its new Managed Data
Services,  a  suite  of  services  that  helps customers build and manage data
internetworks.
U  S WEST Communications Group provides telecommunications and high-speed data
services  to  more  than  25  million  customers  in 14 western and midwestern
states. The company is one of two major groups that make up U S WEST. U S WEST
is  in  the  connections  business,  helping  customers  share  information,
entertainment  and  communications  services  in  local markets worldwide. U S
WEST's  other  major  group,  U  S WEST Media Group (NYSE:UMG), is involved in
domestic  and  international cable and wireless networks, directory publishing
and  interactive  multimedia  services.



- -------------------------
 [Safe  Harbor  statement:    Some  of  the  information  presented  in  or in
connection  with  this  announcement  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, and (v) regulatory
changes  affecting  the  telecommunications  industry,  including changes that
could  have  an  impact  on  the competitive environment in the local exchange
market.]

- -  30  -

Note:    This release and the attached tables are available on the internet by
accessing  U  S  WEST's  internet  site:    www.uswest.com.