Registration  Nos.  333-14865,  333-14865-01,
3-50049  and  33-50049-01

Filing  under  Rule  424(b)(3)

PRICING  SUPPLEMENT  NO.  2  DATED  DECEMBER  17,  1996
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(To  Prospectus  dated  December  9,  1996,  as  supplemented  by
Prospectus  Supplement  dated  December  9,  1996)


                        U S WEST CAPITAL FUNDING, INC.

                               MEDIUM-TERM NOTES

                DUE FROM NINE MONTHS OR MORE FROM DATE OF ISSUE

                  UNCONDITIONALLY GUARANTEED AS TO PAYMENT OF
                  PRINCIPAL, PREMIUM, IF ANY, AND INTEREST BY

                                U S WEST, INC.
                             ____________________






                          


Aggregate Principal Amount:  $      5,000,000 
Settlement Date:             January 2, 1997
Maturity:                    January 2, 2004
Coupon:                                  6.75%




PURCHASE  AS  PRINCIPAL
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     This  Pricing Supplement relates to $5,000,000 aggregate principal amount
of  Notes that are being purchased, as principal, by Smith Barney Inc. ("Smith
Barney")  for  resale  to  investors  at varying prices relating to prevailing
market  prices  at  the time of resale as determined by Smith Barney.  The net
proceeds  payable  by Smith Barney to U S WEST Capital Funding, Inc. ("Capital
Funding")  will  be 98.869% of the aggregate principal amount of the Notes, or
$4,943,450,  before  deduction  of  expenses  payable  by Capital Funding.  In
connection  with  the  sale  of  the Notes, Smith Barney may be deemed to have
received  compensation  in the form of underwriting discounts in the amount of
1.131%  of  the  aggregate  principal  amount  of  the  Notes,  or  $56,550.