4
8K797.DOC


                                UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION

                           Washington, D. C. 20549




                                   FORM 8-K


                                CURRENT REPORT




    Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



       Date of Report (Date of earliest event reported):  July 25, 1997




                                U S WEST, Inc.
            (Exact name of registrant as specified in its charter)



  A Delaware Corporation     Commission File     IRS Employer Identification
        (State of incorporation)     Number 1-8611     No. 84-0926774



              7800 East Orchard Road, Englewood, Colorado 80111
                   (Address of principal executive offices)


                       Telephone Number (303) 793-6500
             (Registrant's telephone number, including area code)


Item  5.    Other  Events

On  July  25,  1997, U S WEST Communications Group released its second quarter
earnings  results.    In  addition,  U  S WEST Media Group released its second
quarter  earnings  results  on  July  29,  1997.    The releases and financial
statements  are  attached  hereto  as  Exhibits.


Item  7.    Exhibits

Exhibit          Description

27          Financial  Data  Schedule.

99A      Press Release issued July 25, 1997 concerning the earnings results of
U  S  WEST  Communications  Group  for  the  second  quarter  of  1997.

99A.1          Unaudited  Combined  Statements  of  Operations  of  U  S  WEST
Communications  Group  for the quarters ended June 30, 1996 and 1997, filed in
connection  with  the  Press  Release  dated  July  25,  1997.

99A.2        Unaudited Selected Combined Group Data of U S WEST Communications
Group  for the quarters ended June 30, 1996 and 1997, filed in connection with
the  Press  Release  dated  July  25,  1997.

99A.3       Unaudited Combined Balance Sheets of U S WEST Communications Group
for  the  quarter  ended  June  30, 1997 and the year ended December 31, 1996,
filed  in  connection  with  the  Press  Release  dated  July  25,  1997.

99A.4          Unaudited  Combined  Statements  of  Cash  Flows  of  U  S WEST
Communications  Group  for the quarters ended June 30, 1996 and 1997, filed in
connection  with  the  Press  Release  dated  July  25,  1997.

99A.5      Unaudited Statements of Operations of U S WEST Communications Group
for  the  quarters  ended June 30, 1996 and 1997, filed in connection with the
Press  Release  dated  July  25,  1997.

99A.6          Unaudited  Earnings  Normalization  Schedule  of  U  S  WEST
Communications,  Inc.  for the quarters ended June 30, 1996 and 1997, filed in
connection  with  the  Press  Release  dated  July  25,  1997.

99B      Press Release issued July 29, 1997 concerning the earnings results of
U  S  WEST  Media  Group  for  the  second  quarter  of  1997.

99B.1        Unaudited Selected Proportionate Financial Data of U S WEST Media
Group  for the quarters ended June 30, 1996 and 1997, filed in connection with
the  Press  Release  dated  July  29,  1997.

99B.2        Unaudited Other Proportionate Information of U S WEST Media Group
for  the  quarters  ended June 30, 1996 and 1997, filed in connection with the
Press  Release  dated  July  29,  1997.

99B.3        Unaudited Selected Financial and Operating Highlights of U S WEST
Media Group for the quarters ended June 30, 1996 and 1997, filed in connection
with  the  Press  Release  dated  July  29,  1997.

99B.4        Unaudited Pro Forma Combined Statements of Operations of U S WEST
Media Group for the quarters ended June 30, 1996 and 1997, filed in connection
with  the  Press  Release  dated  July  29,  1997.

99B.5        Unaudited Selected Financial Data of U S WEST Media Group for the
quarters  ended  June  30,  1996  and 1997, filed in connection with the Press
Release  dated  July  29,  1997.

99B.6        Unaudited Combined Balance Sheets of U S WEST Media Group for the
quarter  ended  June  30,  1997 and the year ended December 31, 1996, filed in
connection  with  the  Press  Release  dated  July  29,  1997.

99B.7        Investing Activity of U S WEST Media Group for the quarters ended
June  30, and March 31, 1997, filed in connection with the Press Release dated
July  29,  1997.

99C.1        Unaudited Consolidated Statements of Income of U S WEST, Inc. for
the  quarter  periods  ended  June  30,  1996  and  1997.

99C.2          Unaudited Consolidated Balance Sheets of U S WEST, Inc. for the
quarter  ended  June  30,  1997  and  the  year  ended  December  31,  1996.

99C.3        Unaudited Consolidated Statements of Cash Flows of U S WEST, Inc.
for  the  quarters  ended  June  30,  1996  and  1997.



                                  SIGNATURE

     Pursuant  to the requirements of the Securities Exchange Act of 1934, the
registrant  has  duly  caused  this  report  to be signed on its behalf by the
undersigned  hereunto  duly  authorized.

     U  S  WEST,  Inc.

/s/  STEPHEN  E.  BRILZ
By:___________________________
Stephen  E.  Brilz
Assistant  Secretary

Dated:    July  30,  1997