EXHIBIT  99B


U  S  WEST  Media  Group
7800  East  Orchard  Road
Englewood,  Colorado    80111


[U  S  WEST  Media  Group  logo  and  registered  mark]

News  Release

Release  Date:          April  29,  1997

Contacts:                      Blair  Johnson          Steve  Lang
                    (303)  793-6296          (303)  793-6290


            U S WEST MEDIA GROUP REACHES CABLE CUSTOMER MILESTONE,
           REPORTS SIXTH CONSECUTIVE QUARTER OF DOUBLE-DIGIT GROWTH

ENGLEWOOD,  Colo.  - U S WEST Media Group (NYSE: UMG) today reported its sixth
straight quarter of double-digit growth in revenue and operating cash flow and
said  it  now  serves  five  million  domestic  cable  customers.
For  the first quarter 1997, Media Group reported -- on a proportionate basis:
- - -  A  16  PERCENT  INCREASE  IN  OPERATING  CASH FLOW, to $620 million.  Media
Group's  operating  cash  flow  for  first  quarter 1996 was $533 million on a
comparable basis.  (All 1996 numbers have been adjusted to include Continental
Cablevision's  results  --  even though it didn't merge with Media Group until
Nov.  15.)
     Operating  cash  flow,  which represents earnings before interest, taxes,
depreciation  and  amortization  (EBITDA),  is  an  important indicator of the
company's  operating  performance.
- - - A 12 PERCENT INCREASE IN REVENUE, to $2.1 billion. Media Group's revenue for
first  quarter  1996  was  $1.9  billion.
Because  Media Group participates in numerous joint ventures, the company uses
proportionate  accounting  to reflect its relative share of operating revenues
and  expenses  associated  with  these  operations.
These  strong results come on the heels of last week's announcement that Media
Group intends to merge its domestic wireless operations with those of AirTouch
Communications.
 "The AirTouch transaction is a big strategic step for Media Group, one that's
good  for  everyone  involved,"  said Richard McCormick, U S WEST chairman and
chief  executive  officer.  "This gives Media Group shareowners AirTouch stock
in  a  tax-efficient  manner,  letting  them  realize  the full value of their
wireless  investments.    It  also  reduces our leverage and helps Media Group
focus  on  its  core  cable  business."
Chuck  Lillis,  Media  Group president and chief executive officer, said, "The
kind  of  growth  we're  seeing  puts us on track for another great year.  Our
domestic cellular cash flow growth is extraordinary.  Our directory publishing
business continues to be an industry leader in revenue growth.  And we reached
an  important  cable  milestone:  our  five  millionth  customer."
First  quarter  1997 proportionate operating highlights -- by line of business
- - --  include:
- - -  CABLE  AND  BROADBAND  COMMUNICATIONS:  Media  Group's  wholly  owned cable
operations  in  the  U.S.  ended  the  first  quarter with more than 5 million
subscribers,  up  3  percent  from  first  quarter  1996.  The subscriber base
includes  3,500  high-speed  Internet
     access  customers.    Overall,  revenue from Media Group's domestic cable
operations, including its investment in Time Warner Entertainment, increased 5
percent,  to $1.2 billion, while operating cash flow was up 8 percent, to $390
million. This growth stems from strong operating results and one-time gains in
Media  Group's  Time  Warner  Entertainment  partnership.
         In addition, for the first time, Media Group's overall international
cable  operations  generated  positive  operating  cash  flow.
     -  WIRELESS: Media Group's domestic cellular operations continued to lead
the  industry  in  two  growth measurements.  Its subscriber base increased 38
percent, to almost two million proportionate customers, and its operating cash
flow  increased  64 percent, to $123 million.  In addition, its operating cash
flow  margins  increased  by  10  percentage  points.
     Internationally,  Media  Group's  wireless  businesses  continued to grow
rapidly,  led  by  One  2  One, the company's revitalized joint venture in the
United  Kingdom.    With expanded coverage and aggressive marketing, One 2 One
increased  its  first quarter 1997 subscriber base by 50 percent from the same
period  last  year.    Media Group's overall international wireless subscriber
base  increased  83  percent.
- - -  DIRECTORIES:    Media Group's directory publishing business, now called U S
WEST  Dex,  produced strong first quarter revenue growth of 7 percent, helping
the  company  maintain  its  industry-leading  position.

"This  was  a  solid  quarter  -- right in line with our expectations," Lillis
said.    "Our  cash  flow  from  operations  show  how quickly our business is
growing,  while  our  net  loss  reflects  the accounting requirements for our
Continental  merger."
Media  Group's  first quarter 1997 cash flow from operations was $249 million,
while  its  net  loss  was  $109  million.
U  S  WEST  Media  Group,  one  of  America's largest broadband communications
companies,  is  involved  in  domestic  and international cable and telephony,
wireless  communications,  and  directory  and information services. For 1996,
Media  Group  reported  proportionate  revenues  of  $6.4  billion.

Media Group is one of two major groups that make up U S WEST, a company 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  Communications, provides telecommunications services in 14
western  and  midwestern  states.


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) a change
in  economic  conditions  in  the  various  markets  served  by  the Company's
operations  that  could  adversely  affect  the  level  of  demand  for cable,
wireless,  directory  or  other  services offered by the Company, (ii) greater
than  anticipated  competitive  activity  requiring  new  pricing  for Company
services,  (iii)  higher  than  anticipated start-up costs associated with new
business  opportunities,  (iv)  regulatory  changes  affecting  the
telecommunications industry, (v) increases in fraudulent activity with respect
to  wireless  services,  or  (vi)  delays  in  the  development of anticipated
technologies,  or  the  failure  of  such technologies to perform according to
expectations.

NOTE:    THIS  RELEASE  AND  THE FINANCIAL STATEMENTS WILL BE AVAILABLE ON THE
INTERNET  AFTER  8  A.M.  (MDT)  BY  ACCESSING  U  S  WEST'S  INTERNET  SITE:
WWW.USWEST.COM









U S WEST MEDIA GROUP - SELECTED OPERATING HIGHLIGHTS
All Amounts Shown are Proportionate Unless Otherwise Stated
in millions


CABLE AND TELEPHONY
                                                                 

DOMESTIC
                                                                 1Q97  GROWTH*
                                                               ------  --------
Total
Revenue                                                        $1,215      5.4%
EBITDA                                                         $  390      8.0%

Consolidated Cable (excluding
   cost of new services)
Homes Passed (000's)                                            8,308      1.7%
Multichannel Video Subscribers
  (000's)                                                       5,025      3.1%
Revenue                                                        $  549      6.1%
EBITDA                                                         $  239      6.2%

Other Key Statistics
High Speed Data Customers
  (000's)                                                         3.5        - 

INTERNATIONAL
                                                                 1Q97  GROWTH*
                                                               ------  --------
TOTAL
Customers (000's)                                               1,166     14.0%
Revenue                                                        $  108     31.7%
EBITDA                                                         $    9  up $11




WIRELESS






                                   

DOMESTIC
                                  1Q97   GROWTH
                                -------  ---------
CELLULAR
POPs (millions)                   20.3        1.5%
Subscribers (000's)              1,984       38.1%
Service Revenue                 $  274       26.3%
Operating Cash Flow             $  123       64.0%
OCF as a % of service revenue     44.9%     10 pp 
Average revenue per customer    $47.77       -8.7%

PRIMECO PERSONAL
   COMMUNICATIONS
POPs (millions)                   14.7        7.3%
Subscribers (000's)                 27          - 

INTERNATIONAL
                                  1Q97   GROWTH
                                -------  ---------
TOTAL
Customers (000's)                  612       83.2%
Revenue                         $  144       63.6%
Operating Cash Flow               ($10)  down $11

ONE 2 ONE
Subscribers (000's)                310       50.0%
Market Share                       8.8%  up 1pp
Coverage                           80+%         - 





DIRECTORY  AND  INFORMATION  SERVICES






                                

DOMESTIC
                               1Q97   GROWTH*
                             -------  ------------
DIRECTORY PUBLISHING
Local Advertisers (000's)       482             - 
Revenue                      $  284           7.2%
Operating Cash Flow          $  146           9.8%
Operating Cash Flow Margin     51.4%        1.2pp 
Revenue per Advertiser       $2,224           7.4%

INTERNATIONAL

                               1Q97   GROWTH*<F1>
                             -------  ------------
TOTAL
Revenue                      $   29          -9.4%
Operating Cash Flow             ($6)        -50.0%

<FN>

<F1>
*  Growth rates are pro forma as if the Continental merger occurred January 1,
1996.
</FN>