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8K10796.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):  October 27, 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 October 27, 1997, U S WEST, Inc. issued a press release regarding U S WEST,
Inc's  plan  to  split  U S WEST Media Group and U S WEST Communications Group
into  separate  public  companies  in  the form attached hereto as Exhibit 99.

On October 27, 1997, U S WEST Media Group issued a press release regarding the
sale  of  its  interest  in  Video  Cable Communications, an Argentinean joint
venture.

On  October 27, 1997, U S WEST Communications Group released its third quarter
earnings  results.    In  addition,  U  S  WEST Media Group released its third
quarter  earnings  results  on  October  27, 1997.  The releases and financial
statements  are  attached  hereto  as  Exhibits.


Item  7.    Exhibits






      

Exhibit  Description
- - -------  ---------------------------------------------------------------------------------

27       Financial Data Schedule.

99       Press Release issued October 27, 1997 entitled "U S WEST, Inc. Plans to Split
         U S WEST Media Group, U S WEST Communications Group into Separate
         Public Companies."

99A      Press Release issued October 27, 1997 concerning the earnings results of
         U S WEST Communications Group for the third quarter of 1997.

99A.1    Unaudited Combined Statements of Operations of U S WEST Communications
         Group for the quarters ended September 30, 1996 and 1997, filed in connection
         with the Press Release dated October 27, 1997.

99A.2    Unaudited Earnings Normalization Schedule of U S WEST Communications
         Group for the quarters ended September 30, 1996 and 1997, filed in connection
         with the Press Release dated October 27, 1997.

99A.3    Unaudited Selected Combined Group Data of U S WEST Communications
         Group for the quarters ended September 30, 1996 and 1997, filed in connection
         with the Press Release dated October 27, 1997.

99A.4    Unaudited Combined Balance Sheets of U S WEST Communications Group for
         the quarter ended September 30, 1997 and the year ended December 31, 1996,
         filed in connection with the Press Release dated October 27, 1997.

99A.5    Unaudited Combined Statements of Cash Flows of U S WEST Communications
         Group for the quarters ended September 30, 1996 and 1997, filed in connection
         with the Press Release dated October 27, 1997.

99B      Press Release issued October 27, 1997 concerning the earnings results of
         U S WEST Media Group for the third quarter of 1997.

99B.1    Unaudited Selected Proportionate Financial Data of U S WEST Media Group for
         the quarters ended September 30, 1996 and 1997, filed in connection with the
         Press Release dated October 27, 1997.

99B.2    Unaudited Other Proportionate Information of U S WEST Media Group for the
         quarters ended September 30, 1996 and 1997, filed in connection with the Press
         Release dated October 27, 1997.

99B.3    Unaudited Selected Financial and Operating Highlights of U S WEST Media
         Group for the quarters ended September 30, 1996 and 1997, filed in connection
         with the Press Release dated October 27, 1997.

99B.4    Unaudited Pro Forma Combined Statements of Operations of U S WEST Media
         Group for the quarters ended September 30, 1996 and 1997, filed in connection
         with the Press Release dated October 27, 1997.

99B.5    Unaudited Selected Financial Data of U S WEST Media Group for the quarters
         ended September 30, 1996 and 1997, filed in connection with the Press Release
         dated October 27, 1997.

99B.6    Unaudited Combined Balance Sheets of U S WEST Media Group for the quarter
         ended September 30, 1997 and the year ended December 31, 1996, filed in
         connection with the Press Release dated October 27, 1997.

99B.7    Investing Activity of U S WEST Media Group for the quarters ended September
         30, June 30, and March 31, 1997, filed in connection with the Press Release dated
         October 27, 1997.

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

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

99D      Press Release issued October 27, 1997, entitled "U S WEST Media Group Sells its
         Stake in Argentina Cable Venture.




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:    October  27,  1997