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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K

/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1993
OR
/ / TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NO. 1-8611

U S WEST, INC.

A COLORADO I.R.S. EMPLOYER IDENTIFICATION
CORPORATION NO. 84-0926774

7800 EAST ORCHARD ROAD, ENGLEWOOD, COLORADO 80111
TELEPHONE NUMBER (303) 793-6500
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SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

NAME OF EACH EXCHANGE ON
TITLE OF EACH CLASS WHICH REGISTERED*
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Common Stock (without par value) New York Stock Exchange
Pacific Stock Exchange
Liquid Yield Option Notes, due 2011 New York Stock Exchange
(convertible to common stock under certain circumstances)
<FN>
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*Common Stock was delisted from Boston Stock Exchange, Midwest Stock Exchange
and Philadelphia Stock Exchange effective January 14, 1992.

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SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
NONE

At January 31, 1994, 441,391,370 shares of common stock were outstanding.

At January 31, 1994, the aggregate market value of the voting stock held by
non-affiliates was approximately $19,394,736,798.

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes /X/ No / /.

DOCUMENTS INCORPORATED BY REFERENCE.

Portions of the Registrant's 1993 Annual Report to Shareowners are
incorporated by reference into Parts I, II and IV.

Portions of the Registrant's definitive Proxy Statement dated March 17,
1994, to be issued in connection with the 1994 Annual Meeting of Shareowners are
incorporated by reference into Parts II and III.

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K /X/.

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TABLE OF CONTENTS

PART I

ITEM PAGE
- --------- -----

1. Business............................................................................................ 3
2. Properties.......................................................................................... 8
3. Legal Proceedings................................................................................... 8
4. Submission of Matters to a Vote of Security Holders................................................. 8
PART II
5. Market for the Registrant's Common Equity and Related Stockholder Matters........................... 10
6. Selected Financial Data............................................................................. 10
7. Management's Discussion and Analysis of Financial Condition and Results of Operations............... 10
8. Consolidated Financial Statements and Supplementary Data............................................ 10
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure................ 10
PART III
10. Directors and Executive Officers of the Registrant.................................................. 10
11. Executive Compensation.............................................................................. 10
12. Security Ownership of Certain Beneficial Owners and Management...................................... 10
13. Certain Relationships and Related Transactions...................................................... 10
PART IV
14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.................................... 11
Independent Accountants' Report..................................................................... 16

PART I

ITEM 1. BUSINESS

GENERAL

U S WEST, Inc. ("U S WEST") was incorporated under the laws of the State of
Colorado and has its principal executive offices at 7800 East Orchard Road,
Englewood, Colorado 80111, telephone number (303) 793-6500. U S WEST is a
diversified global communications company engaged in the telecommunications,
directory publishing, marketing and, most recently, entertainment services
businesses. Telecommunications services are provided by U S WEST's principal
subsidiary, U S WEST Communications, Inc., to more than 25 million residential
and business customers in the states of Arizona, Colorado, Idaho, Iowa,
Minnesota, Montana, Nebraska, New Mexico, North Dakota, Oregon, South Dakota,
Utah, Washington and Wyoming (collectively, the "U S WEST Region"). Directory
publishing, marketing and entertainment services as well as cellular mobile
communications services are provided by other U S WEST subsidiaries to customers
both inside and outside the U S WEST Region. (Financial information concerning U
S WEST's operations is set forth in the Consolidated Financial Statements and
Notes thereto in the U S WEST 1993 Annual Report to Shareowners (the "1993
Annual Report") and is incorporated herein by reference.) U S WEST and its
subsidiaries had 60,778 employees at December 31, 1993.

RECENT DEVELOPMENTS

U S WEST COMMUNICATIONS

DEVELOPMENT OF BROADBAND NETWORK. In February, 1993, U S WEST announced its
intention to build a broadband telecommunications network (the "Broadband
Network") capable of providing voice, data and video services to customers
within the U S WEST Region. When completed, the Broadband Network will carry
multimedia signals over a mix of optical fiber, coaxial cable and copper wire. U
S WEST expects that it will ultimately deliver a variety of integrated
communications, entertainment and information services and other high speed
digital services, including data applications, through the Broadband Network in
selected areas of the U S WEST Region. These integrated services, including
video-on-demand, targeted advertising, home shopping, interactive games, high-
definition broadcast television and two-way, video telephony are expected to
become available over time as the Broadband Network develops. The Broadband
Network architecture is currently being installed and technical trials are
beginning in Omaha, Nebraska. U S WEST is seeking approval from the Federal
Communications Commission (the "FCC") to install Broadband Network architecture
in Denver, Minneapolis-St. Paul, Portland, and Boise. U S WEST expects to put
the Broadband Network into commercial use in selected areas by 1995, subject to
a number of competitive and other factors, some of which are beyond its control,
including the receipt of necessary regulatory approvals and the availability of
suitable technology.

RESTRUCTURING. On September 17, 1993, U S WEST announced that U S WEST
Communications would implement a plan (the "Restructuring Plan") designed to
provide faster, more responsive customer services while reducing the costs of
providing these services. Pursuant to the Restructuring Plan, U S WEST
Communications will develop new systems that will enable it to monitor networks
to reduce the risk of service interruptions, activate telephone service on
demand, provide automated inventory systems and centralize its service centers
so that customers can have their telecommunications needs resolved with one
phone call. U S WEST Communications will also gradually reduce its work force by
approximately 8,000 employees by the end of 1996 (in addition to a remaining
reduction of 1,000 employees pursuant to a restructuring plan announced in 1991)
and consolidate the operations of its existing 560 customer centers into 26
customer centers in ten cities. U S WEST expects cost reductions will be
realized as these components of the Restructuring Plan are implemented. In
connection with the Restructuring Plan, U S WEST recognized a pretax
restructuring charge of

$1 billion, the components of which are described under "Costs and Expenses" in
Management's Discussion and Analysis of Financial Condition and Results of
Operations on page 17 of the 1993 Annual Report, which is incorporated by
reference herein.

DISCONTINUANCE OF SFAS 71 ACCOUNTING. In the third quarter of 1993, U S
WEST incurred a $3.1 billion non-cash, extraordinary charge, net of an income
tax benefit of $2.3 billion, against its earnings in conjunction with its
decision to discontinue accounting for the operations of U S WEST Communications
in accordance with Statement of Financial Accounting Standards No. 71,
"Accounting for the Effects of Certain Types of Regulation" ("SFAS 71"). SFAS 71
generally applies to regulated companies that meet certain requirements,
including a requirement that a company be able to recover its costs,
notwithstanding competition, by charging its customers at prices established by
its regulators. U S WEST's decision to discontinue accounting for the operations
of U S WEST Communications in accordance with SFAS 71 was based on the belief
that the development of competition, market conditions, and broadband
technology, more than prices established by regulators, will determine the
future revenues of U S WEST Communications. As a result of this change, the
remaining asset lives of U S WEST Communications' telephone plant have been
shortened to more closely reflect the useful (economic) lives of such plant. U S
WEST Communications' accounting and reporting for regulatory purposes will not
be affected by the change. U S WEST Communications expects that it will continue
to work with regulators to set appropriate prices that reflect changing market
conditions, including shorter depreciation lives.

TWE INVESTMENT

On September 15, 1993, U S WEST acquired a 25.51% pro rata priority capital
and residual equity interests in Time Warner Entertainment Company, L.P. ("TWE")
for an aggregate purchase price of $2.553 billion, consisting of $1.532 billion
in cash and $1.021 billion in the form of a four-year promissory note bearing
interest at a rate of 4.391% per annum (the "TWE Investment"). TWE owns and
operates substantially all of the filmed entertainment (including Warner Bros.),
programming (including HBO and Cinemax) and cable operations previously owned
and operated by Time Warner Inc. TWE is the second-largest domestic multiple
system cable operator, owning or operating 22 of the top 100 cable systems in
the United States.

U S WEST and TWE intend to upgrade a substantial portion of TWE's cable
systems to "Full Service Network-TM-" capacity over the next five years. U S
WEST and TWE will jointly designate the systems to be upgraded, and after any
required approvals are obtained, U S WEST will share management control with TWE
over those systems. U S WEST believes that each Full Service Network-TM-, when
completed, will utilize fiber optics, digital compression, digital switching and
storage services to provide consumers with video-on-demand, interactive games,
distance learning, full motion video, interactive shopping and alternative
access and local telephone service. In January, 1993, TWE announced that its
first Full Service Network-TM- was being built in Orlando, Florida. This Full
Service Network-TM- is expected to be available to 10,000 residential customers
in that area in 1994. Full implementation of the Full Service Network-TM- will
require the receipt of certain regulatory approvals.

U S WEST has an option to increase its pro rata priority capital and
residual equity interests in TWE from 25.51% to 31.84%. The option is
exercisable, in whole or in part, between January 1, 1999 and May 31, 2005 upon
the attainment of certain earnings thresholds for an aggregate cash exercise
price of $1.25 billion to $1.8 billion (depending on the year of exercise). At
the election of U S WEST or TWE, the exercise price will be payable by
surrendering a portion of the limited partnership interest receivable upon
exercise of such option. In connection with the TWE Investment, U S WEST
acquired 12.75% of the common stock of Time Warner Entertainment Japan Inc., a
joint venture company established to expand and develop the market for
entertainment services in Japan.

PERSONAL COMMUNICATIONS SERVICES

In September, 1993, Mercury One-2-One, a 50-50 joint venture between U S
WEST and Cable & Wireless PLC, launched the world's first commercial Personal
Communications Services ("PCS") in

the United Kingdom. Mercury One-2-One's PCS is a form of digital cellular
communications designed to offer consumer users both a higher quality of service
and more features at lower prices than existing cellular communications systems.

DISCONTINUANCE OF CAPITAL ASSETS SEGMENT

In June, 1993, in connection with its decision to concentrate its resources
and efforts on developing its telecommunications business, U S WEST determined
to treat its capital assets business segment (the "Capital Assets Segment") as a
discontinued operation and announced its intention to dispose of the businesses
comprising that segment. U S WEST's remaining business segment, "Communications
and Related Services," comprises the continuing operations of U S WEST.

The Capital Assets Segment includes U S WEST Financial Services, Inc. ("U S
WEST Financial Services"), which provided a variety of financial services to
clients, an approximately 92% interest in Financial Security Assurance Holdings
Ltd. ("FSA"), which provides financial guarantee insurance policies for
corporate and municipal clients and U S WEST Real Estate, Inc., which holds a
portfolio of real estate assets. On December 7, 1993, U S WEST Financial
Services closed a transaction pursuant to which it sold to NationsBank
Corporation assets representing approximately $2.0 billion of U S WEST Financial
Services' business and finance receivables, on a consolidated basis.

On October 12, 1993, FSA filed a registration statement with respect to a
proposed underwritten initial public offering of 12 million shares of its common
stock. In December, 1993, the proposed public offering was postponed
indefinitely. U S WEST is continuing to explore its strategic alternatives with
respect to FSA, which include a public offering or other disposition of the
business.

U S WEST'S CONTINUING OPERATIONS

U S WEST COMMUNICATIONS. U S WEST Communications was formed January 1,
1991, when Northwestern Bell Telephone Company ("Northwestern Bell") and Pacific
Northwest Bell Telephone Company ("Pacific Northwest Bell") were merged into The
Mountain States Telephone and Telegraph Company ("Mountain States"), which
simultaneously changed its name to U S WEST Communications, Inc. U S WEST
acquired ownership of Mountain Bell, Northwestern Bell and Pacific Northwest
Bell on January 1, 1984, when American Telephone and Telegraph Company ("AT&T")
transferred its ownership interests in these three wholly-owned operating
telephone companies to U S WEST. This divestiture was made pursuant to a
court-approved consent decree entitled the "Modification of Final Judgment"
("MFJ") which arose out of an antitrust action brought by the United States
Department of Justice against AT&T.

OPERATIONS OF U S WEST COMMUNICATIONS. U S WEST Communications serves
approximately 80% of the population in the U S WEST Region and approximately 40%
of the land area. At December 31, 1993, U S WEST Communications had
approximately 13,843,000 telephone network access lines in service, a 3.7%
increase over year end 1992.

Under the terms of the MFJ, the U S WEST Region was divided into 29
geographical areas called "Local Access and Transport Areas" ("LATAs") with each
LATA generally centered on a metropolitan area or other identifiable community
of interest. The principal types of telecommunications services offered by U S
WEST Communications are (i) local service, (ii) intraLATA long distance network
service and (iii) exchange access service (which connects customers to the
facilities of interLATA service providers). For the year ended December 31,
1993, local service, exchange access service and intraLATA long distance network
service accounted for 37%, 27% and 14%, respectively, of the sales and other
revenues of U S WEST's continuing operations. In 1993, revenues from a single
customer, AT&T, accounted for approximately 11% of the sales and other revenues
of U S WEST's continuing operations.

U S WEST Communications incurred capital expenditures of approximately $2.2
billion in 1993 and expects to incur approximately $2.3 billion in 1994. The
1993 capital expenditures of U S WEST

Communications were substantially devoted to the continued modernization of
telephone plant, including investments in fiber optic cable and the conversion
of central offices to digital technology, in order to improve customer services
and network productivity.

Central to U S WEST Communications' operations in 1993 were its initial
efforts respecting the Broadband Network and the Restructuring Plan. See "Recent
Developments -- U S WEST Communications."

REGULATION OF U S WEST COMMUNICATIONS. U S WEST Communications is subject
to varying degrees of regulation by state commissions with respect to intrastate
rates and service, and access charge tariffs. Under traditional rate of return
regulation, intrastate rates are generally set on the basis of the amount of
revenues needed to produce an authorized rate of return.

U S WEST Communications has sought alternative forms of regulation ("AFOR")
plans which provide for competitive parity, enhanced pricing flexibility and
improved capability in bringing to market new products and services. In a number
of states where AFOR plans have been adopted, such actions have been accompanied
by requirements to refund revenues, reduce existing rates or upgrade service,
any of which could have adverse short-term effects on earnings. Similar
agreements may have resulted under traditional rate of return regulation. (See
"State Regulatory Issues" under Management's Discussion and Analysis of
Financial Condition and Results of Operations on p. 21 of the 1993 Annual
Report, which is incorporated by reference herein.)

U S WEST Communications is also subject to the jurisdiction of the FCC with
respect to interstate access tariffs (that specify the charges for the
origination and termination of interstate communications) and other matters. U S
WEST's interstate services have been subject to price cap regulation since
January 1991. Price caps are a form of incentive regulation and, ostensibly,
limit prices rather than profits. However, the FCC's price cap plan includes
sharing of earnings in excess of authorized levels with interexchange carriers.
The Company believes that competition will ultimately be the determining factor
in pricing telecommunications services. In January, 1994, the FCC announced that
it will begin reviewing its current form of regulation.

In September, 1993, the FCC adopted licensing rules for Personal
Communications Services ("PCS") and announced that it would auction the spectrum
frequencies available for PCS in late 1994. PCS offers users mobile voice and
data communications capabilities similar to existing analog cellular service. U
S WEST intends to pursue PCS opportunities as they become available.

COMPETITION. Historically, communications, entertainment and information
services were provided by different companies in different industries. The
convergence of these technologies is changing both the competitive environment
and the way U S WEST does business. This convergence, which is being fueled by
technological advances, will lead to more intense competition from companies
with which U S WEST has not historically competed. U S WEST became the first of
the regional holding companies to potentially compete beyond its region through
its investment in TWE. (See "TWE Investment" under "Recent Developments.")

U S WEST Communications' principal current competitors are competitive
access providers ("CAPs"). Competition from CAPs is currently limited to
providing large business customers (with high-volume traffic) private line
access to the facilities of interexchange carriers. In coming years, CAPs could
also become significant competitors for other local exchange services. MCI
announced plans in early 1994 to build fiber-optic rings and local switching
infrastructures in major metropolitan markets, hence providing the ability to
compete directly with the local telephone company. Additionally, AT&T's entrance
into the cellular communications market through its proposed acquisition of
McCaw Cellular Communications Inc. has the potential to create increased
competition in local exchange as well as cellular services. The loss of local
exchange customers to competitors would affect multiple revenue streams,
including those related to local and access services, and long-distance network
services, and could have a material, adverse effect on the Company's operations.

Competition from long-distance companies continues to erode U S WEST
Communications' market share of intraLATA long-distance services such as WATS
and "800." These revenues have declined over the last several years as customers
have migrated to interexchange carriers that have the ability to offer these
services on both an intraLATA and interLATA basis. U S WEST and its affiliates
are prohibited from providing interLATA long-distance services.

The actions of state and federal public policymakers will play an important
role in determining how increased competition affects U S WEST. The Company is
working with regulators and legislators to help ensure that public policies keep
pace with our rapidly changing industry -- and allow the Company to bring new
services to the marketplace.

U S WEST supports regulatory reform. It is increasingly apparent that the
legal and regulatory framework under which the Company operates, which includes
restrictions on equipment manufacturing, prohibitions on cross-ownership of
cable TV by telephone companies and the provision of cable TV programming
content, and restrictions on the transport of voice, video and data across LATA
boundaries, limits both competition and consumer choice. U S WEST believes that
it is in the public interest to lift these restrictions and to place all
competitors under the same rules to ensure the industry's technological
development and long-term financial health.

For an additional discussion respecting competition, see "Other Items" in
Management's Discussion and Analysis of Financial Condition and Results of
Operations on page 18 of the 1993 Annual Report, which is incorporated by
reference herein.

OTHER U S WEST SUBSIDIARIES AND INVESTMENTS. Other continuing operations
include subsidiaries engaged in (i) publishing services, primarily "Yellow
Pages" and other directories, (ii) designing, engineering and operating mobile
telecommunications systems, (iii) cellular and land-line telecommunications,
network infrastructure and cable television businesses in certain foreign
countries, and (iv) entertainment services.

U S WEST Marketing Resources Group, Inc. ("Marketing Resources"), which
accounted for about 9% of U S WEST's 1993 revenues from continuing operations,
publishes nearly 300 white and yellow page directories in 14 states. Marketing
Resources competes with local and national publishers of directories, as well as
other advertising media such as newspapers, magazines, broadcast media and
direct mail. Marketing Resources intends to focus on enhancing core products,
developing and packaging new information products through new and existing
databases.

U S WEST NewVector Group, Inc. ("NewVector"), which accounted for
approximately 5% of U S WEST's 1993 revenues from continuing operations,
provides communications and information products and services, including
cellular and radio communications services, over wireless networks in 31
Metropolitan Service Areas and 34 Rural Service Areas, primarily located in the
U S WEST Region. Competition for full service cellular customers is currently
limited to holders of the two cellular licenses granted in a given cellular
market. Despite its rapid growth, the cellular industry is faced with many
challenges including the introduction of new technologies, increased competition
and an uncertain regulatory environment.

U S WEST Multimedia Communications, Inc. ("Multimedia Communications") was
formed to manage the TWE Investment, and has primary responsibility for aiding U
S WEST in achieving its strategic goal of becoming a leading provider of
interactive, integrated communications, entertainment and information services
in the U S WEST Region and other selected domestic and international markets.

Multimedia Communications is also responsible for identifying and pursuing
alliances, acquisitions and/or investments that complement U S WEST's strategy.
U S WEST is seeking to strengthen its national out-of-region presence by
acquiring or forming alliances with other communications, entertainment and
information services companies throughout the United States. The first major
step toward that goal was the TWE Investment made in September, 1993. See
"Recent Developments --

TWE Investment." U S WEST intends to pursue additional out-of-region
opportunities that complement its out-of-region strategy and believes that
through the TWE Investment and those other opportunities it will be able to
provide a variety of integrated communications, entertainment and information
products and services to users through multimedia broadband networks across the
United States. However, U S WEST's ability to pursue certain of those
opportunities with third parties may be limited by the TWE Agreement.

During 1993, U S WEST continued expanding its international ventures, which
include investments in cable television and telecommunications, wireless
communications including PCS, and international networks. See "Recent
Developments -- Personal Communications Services." U S WEST's net investment in
international ventures approximated $477 million at December 31, 1993,
approximately 70% of which is in the United Kingdom.

Because U S WEST's international investments are in new, developing
businesses, they typically are in a high growth, investment phase for several
years and do not show net income or positive cash flow until they become more
mature. Consequently, start-up losses, which are part of the expected investment
in these businesses, will continue in the near term. The Company's future
commitment to international ventures is currently planned at about $450 million
over the next five years. The Company will continue to pursue opportunities in
attractive local markets around the world that fit its strategic objectives.

ITEM 2. PROPERTIES

The properties of U S WEST do not lend themselves to description by
character and location of principal units. At December 31, 1993, the majority of
U S WEST property was utilized in providing telecommunications services by U S
WEST Communications. Substantially all of U S WEST Communications' central
office equipment is located in owned buildings situated on land owned in fee,
while many garages and administrative and business offices are in leased
quarters. For information regarding the distribution of property, plant and
equipment at December 31, 1993, reference is made to Schedule V on page S-1.

ITEM 3. LEGAL PROCEEDINGS.

On May 12, 1992, an alleged shareholder of U S WEST filed an amended class
action complaint (the "Amended Complaint") in the United States District Court
for the District of Colorado against U S WEST and various individuals, including
certain present and former officers of U S WEST (the "Defendants"). ROSENBAUM V.
U S WEST, INC. ET AL, Civ. Action No. 91-B-2164 (D. Colo. filed May 12, 1992).
The Amended Complaint challenged the Defendants' actions in connection with U S
WEST's real estate activities and planned work force reductions, including its
December, 1991 decision to write down certain assets of U S WEST Real Estate,
and related disclosures, and alleged violations of the Securities Exchange Act
of 1934, the Securities Act of 1933 and the rules of the Securities and Exchange
Commission. This litigation was settled by the parties and the terms of the
settlement were approved by the court in November, 1993. In connection with the
settlement, U S WEST issued to certified class members non-transferable rights
(the "Rights") to purchase shares of common stock directly from U S WEST on a
commission-free basis at a 3% discount from the average of the high and low
trading prices of such stock on the New York Stock Exchange on February 23,
1994, the pricing date designated in accordance with the settlement. Class
members exercised approximately 5.6 million of these Rights and, in March, 1994,
approximately 5.6 million shares of U S WEST common stock were issued pursuant
to the settlement.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

Not applicable.

EXECUTIVE OFFICERS OF U S WEST

Pursuant to General Instructions G(3), the following information is included
as an additional item in Part I:

DATE ASSUMED
NAME POSITION AGE PRESENT POSITION
- -------------------- ------------------------------------------------ --- ----------------

A. Gary Ames (1) President & Chief Executive Officer of U S WEST 49 1990
Communications
James T. Anderson Vice President & Treasurer 54 1984
J. Thomas Bouchard Senior Vice President & Chief Human Resources 53 1989
Officer
Richard J. Callahan Executive Vice President, U S WEST, & President, 52 1988
U S WEST International and Business Development
Group
Charles M. Lillis Executive Vice President & Chief Planning 52 1987
Officer
Richard D. McCormick Chairman of the Board, Chief Executive Officer & 53 1986(2)
President
James M. Osterhoff Executive Vice President & Chief Financial 57 1991
Officer
Lorne G. Rubis Vice President 43 1992(3)
Charles P. Russ III Executive Vice President, General Counsel & 49 1992(4)
Secretary
Judith A. Servoss Vice President 48 1987
James H. Stever Executive Vice President 50 1993(5)
<FN>
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(1) Mr. Ames, while not an officer of U S WEST, performs significant policy
making functions equivalent to those typically performed by an officer.
(2) Mr. McCormick was appointed Chief Executive Officer on January 1, 1991,
and was elected Chairman of the Board effective May 1, 1992.
(3) Mr. Rubis was elected Vice President effective June 6, 1992.
(4) Mr. Russ was elected Executive Vice President, General Counsel and
Secretary effective June 8, 1992.
(5) Mr. Stever was elected Executive Vice President-Public Policy effective
January 8, 1993.

Executive Officers are not elected for a fixed term of office, but serve at
the discretion of the Board of Directors.

Each of the above executive officers has held a managerial position with U S
WEST or an affiliate of U S WEST since 1989, except for Messrs. Osterhoff, Rubis
and Russ. Mr. Osterhoff was Vice President -- Finance and Chief Financial
Officer of Digital Equipment Corporation from 1985 to 1991. Mr. Rubis was Vice
President -- Quality for U S WEST International and Business Development Group,
a division of U S WEST, from 1991 to 1992; Director -- Quality and Service
Improvement for U S WEST NewVector Group, Inc., a subsidiary of U S WEST, from
1990 to 1991. Prior to joining the U S WEST family, Mr. Rubis worked as an
independent labor relations consultant and as co-founder and principal of
Workplace One, Ltd., a Canadian-based consulting firm, from 1979 to 1988. In
1988, he merged his firm with Deltapoint Corp., a Seattle-based Quality
Improvement consulting firm. Mr. Russ was Vice President, Secretary and General
Counsel of NCR Corporation from February, 1984 to June, 1992.

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

The information required by this item is included on page 47 of the 1993
Annual Report under the heading "Note 14: Quarterly Financial Data (Unaudited)"
and is incorporated herein by reference. The U.S. markets for trading in U S
WEST common stock are the New York Stock Exchange and the Pacific Stock
Exchange. As of December 31, 1993, U S WEST common stock was held by
approximately 836,328 shareholders of record.

ITEM 6. SELECTED FINANCIAL DATA.

The information required by this item is included on page 3 of the 1993
Annual Report under the heading "Financial Highlights" and is incorporated
herein by reference.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

The information required by this item is included on pages 12 through 26 of
the 1993 Annual Report and is incorporated herein by reference.

ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The information required by this item is included on pages 28 through 47 of
the 1993 Annual Report and is incorporated herein by reference.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

Not applicable.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

The information required by this item with respect to executive officers is
set forth in Part I, page 10, under the caption "Executive Officers of U S
WEST."

The information required by this item with respect to Directors is included
in the U S WEST definitive Proxy Statement dated March 17, 1994 ("Proxy
Statement") under "Election of Directors" on pages 4 and 5 and is incorporated
herein by reference.

ITEM 11. EXECUTIVE COMPENSATION.

The information required by this item is included in the Proxy Statement
under "Executive Compensation" on pages 14 through 21 and "Compensation of
Directors" on page 10 and is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The information required by this item is included in the Proxy Statement
under "Securities Owned by Management" on page 3 and is incorporated herein by
reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Not applicable.

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

(a) The following independent accountants' report and consolidated financial
statements are incorporated by reference in Part II of this report on Form
10-K:

PAGE NUMBER OF
ANNUAL REPORT
-----------------

(1) Report of Independent Accountants................................................... 27
(2) Consolidated Financial Statements:
Consolidated Statements of Operations -- for the years ended December 31, 1993,
1992 and 1991.................................................................... 28
Consolidated Balance Sheets as of December 31, 1993 and 1992...................... 29
Consolidated Statements of Cash Flows -- for the years ended December 31, 1993,
1992 and 1991.................................................................... 30
Notes to Consolidated Financial Statements........................................ 31 through 47
(3) Consolidated Financial Statement Schedules:

PAGE NUMBER
-----------------

Report of Independent Accountants................................................. 16
V -- Property, Plant and Equipment.............................................. S-1
VI -- Accumulated Depreciation and Amortization.................................. S-2
VIII -- Valuation and Qualifying Accounts......................................... S-3
IX -- Short-Term Borrowings...................................................... S-4
X -- Supplementary Income Statement Information................................. S-5

Financial statement schedules other than those listed above have been omitted
because the required information is contained in the financial statements and
notes thereto, or because such schedules are not required or applicable.

(b) Reports on Form 8-K:

U S WEST filed the following reports on Form 8-K during the fourth
quarter of 1993:

(i) report dated October 13, 1993 relating to a press release announcing
the filing by Financial Security Assurance Holdings of an initial public
offering of 12,000,000 shares of common stock;

(ii) report dated October 19, 1993 relating to a release of earnings for
the period ended September 30, 1993;

(iii) report dated November 10, 1993 filing the U.S. version of a form of
Underwriting Agreement among U S WEST, Inc., Goldman, Sachs & Co., Lehman
Brothers Inc., Merrill Lynch & Co., Morgan Stanley & Co. Incorporated, and
Salomon Brothers, Inc. and the international version of a form of
Underwriting Agreement among U S WEST, Inc., Goldman Sachs International
Limited, Lehman Brothers International (Europe), Merrill Lynch International
Limited, Morgan Stanley International, and Salomon Brothers International
Limited; and

(iv) report dated December 8, 1993 restating the condensed consolidated
financial statements of Financial Security Assurance Inc. for nine months
ended September 30, 1993 and 1992, as amended by Forms 8-K/A dated December
13 and 28, 1993.

Exhibits identified in parentheses below, on file with the Securities and
Exchange Commission ("SEC"), are incorporated herein by reference as
exhibits hereto.

EXHIBIT
NUMBER
- ---------

(3a) -- Articles of Incorporation of U S WEST, Inc. dated September 22, 1983 (Exhibit 3a to Registration
Statement No. 2-87861).
(3a.1) -- Articles of Amendment to the Articles of Incorporation of U S WEST, Inc. dated June 6, 1988 (Exhibit
3b to Form 10-K, date of report March 29, 1989, File No. 1-8611).
(3a.2) -- Articles of Amendment to the Articles of Incorporation of U S WEST, Inc. dated May 3, 1991 (Exhibit
3c to Form SE filed on March 5, 1992, File No. 1-8611).
3b -- Bylaws of the Registrant as amended December 3, 1993.
4 -- No instrument which defines the rights of holders of long and intermediate term debt of U S WEST,
Inc. and all of its subsidiaries is filed herewith pursuant to Regulation S-K, Item
601(b)(4)(iii)(A). Pursuant to this regulation, the Registrant hereby agrees to furnish a copy of
any such instrument to the SEC upon request.
(10a) -- Reorganization and Divestiture Agreement dated as of November 1, 1983, between American Telephone
and Telegraph Company and its affiliates, U S WEST, Inc., The Mountain States Telephone and
Telegraph Company, Northwestern Bell Telephone Company, Pacific Northwest Bell Telephone Company
and NewVector Communications, Inc. (Exhibit 10a to Form 10-K, date of report March 8, 1984, File
No. 1-3501).
(10b) -- Shared Network Facilities Agreement dated as of January 1, 1984, between American Telephone and
Telegraph Company, AT&T Communications of the Midwest, Inc., The Mountain States Telephone and
Telegraph Company, Northwestern Bell Telephone Company and Pacific Northwest Bell Telephone Company
(Exhibit 10b to Form 10-K, date of report March 8, 1984, File No. 1-3501).
(10c) -- Agreement Concerning Termination of the Standard Supply Contract effective December 31, 1983,
between American Telephone and Telegraph Company, Western Electric Company, Incorporated, The
Mountain States Telephone and Telegraph Company, Northwestern Bell Telephone Company, Pacific
Northwest Bell Telephone Company and Central Services Organization (Exhibit 10d to Form 10-K, date
of report March 8, 1984, File No, 1-3501).
(10d) -- Agreement Concerning Certain Centrally Developed Computer Systems effective December 31, 1983,
between American Telephone and Telegraph Company, Western Electric Company, Incorporated, The
Mountain States Telephone and Telegraph Company, Northwestern Bell Telephone Company, Pacific
Northwest Bell Telephone Company and Central Services Organization (Exhibit 10e to Form 10-K, date
of report March 8, 1984, File No. 1-3501).
(10e) -- Agreement Concerning Patents, Technical Information and Copyrights effective December 31, 1983,
between American Telephone and Telegraph Company and U S WEST, Inc. (Exhibit 10f to Form 10-K, date
of report March 8, 1984, File No. 1-3501).
(10f) -- AMPS Software Agreement effective December 31, 1983, between American Telephone and Telegraph
Company and NewVector Communications, Inc. (Exhibit 10h to Form 10-K, date of report March 28,
1984, File No. 1-8611).

EXHIBIT
NUMBER
- ---------

(10g) -- Agreement Concerning Contingent Liabilities, Tax Matters and Termination of Certain Agreements dated
as of November 1, 1983, between American Telephone and Telegraph Company, U S WEST, Inc., The
Mountain States Telephone and Telegraph Company, Northwestern Bell Telephone Company, Pacific
Northwest Bell Telephone Company and NewVector Communications, Inc. (Exhibit 10h to Form 10-K, date
of report March 8, 1984, File No. 1-3501).
(10h) -- Agreement Concerning Trademarks, Trade Names and Service Marks effective December 31, 1983, between
American Telephone and Telegraph Company, American Information Technologies Corporation, Bell
Atlantic Corporation, BellSouth Corporation, Cincinnati Bell, Inc., NYNEX Corporation, Pacific
Telesis Group, The Southern New England Telephone Company, Southwestern Bell Corporation and U S
WEST, Inc. (Exhibit 10i to Form 10-K, date of report March 8, 1984, File No. 1-3501).
(10i) -- U S WEST Executive Short Term Incentive Plan (Exhibit 10i to Form 10-K filed March 19, 1993, File
No. 1-8611).
(10j) -- Financial Counseling Program for Officers of U S WEST (Exhibit 10-ee to Registration Statement No.
2-87861).
(10k) -- U S WEST Deferred Compensation Plan for Non-Employee Directors (Exhibit 10-ff to Registration
Statement No. 2-87861).
(10l) -- Description of U S WEST Insurance Plan of Non-Employee Directors' Travel and Accident Insurance
(Exhibit 10-gg to Registration Statement No. 2-87861).
(10m) -- Extract from the U S WEST Management Pension Plan regarding limitations on and payments of pension
amounts which exceed the limitations contained in the Employee Retirement Income Security Act
(Exhibit 10-hh to Registration Statement No. 2-87861).
(10n) -- U S WEST Executive Non-Qualified Pension Plan (Exhibit 10o to Form 10-K, date of report March 29,
1989, File No. 1-8611).
(10o) -- U S WEST Deferred Compensation Plan (Exhibit 10o to Form SE filed March 5, 1992, File No. 1-8611).
(10p) -- Description of U S WEST Directors' Retirement Benefit Plan (Exhibit 10p to Form SE filed March 5,
1992, File No. 1-8611).
(10q) -- U S WEST Stock Incentive Plan (Exhibit 10r to Form 10-K, date of report March 29, 1989, File No.
1-8611).
(10r) -- Shareholders' Agreement dated as of January 1, 1988 among Ameritech Services, Inc., Bell Atlantic
Management Services, Inc., BellSouth Services Incorporated, NYNEX Service Company, Pacific Bell,
Southwestern Bell Telephone Company, The Mountain States Telephone and Telegraph Company,
Northwestern Bell Telephone Company and Pacific Northwest Bell Telephone Company (Exhibit 10r to
Form SE filed March 5, 1992, File No. 1-8611).
(10s) -- U S WEST Senior Management Long Term Disability and Survivor Protection Plan (Exhibit 10-dd to
Registration Statement No. 2-87861).
(10t) -- U S WEST Mid-Career Pension Plan (Exhibit 10u to Form 10-K, date of report March 29, 1989, File No.
1-8611).
(10u) -- Form of Executive Severance Agreement (Exhibit 10v to Form SE filed on March 6, 1990, File No.
1-8611).

EXHIBIT
NUMBER
- ---------

(10v) -- Form of U S WEST, Inc. Non-Incentive Stock Option Agreement Under the Stock Incentive Plan (Exhibit
10v to Form 10-K, filed March 19, 1993, File No. 1-8611).
(10w) -- Form of U S WEST, Inc. Restricted Stock Agreement Under the Stock Incentive Plan (Exhibit 10w to
Form 10-K filed March 19, 1993, File No. 1-8611).
(10x) -- Employment letter from Richard D. McCormick to James M. Osterhoff dated November 1, 1991 (Exhibit
10x to Form 10-K filed March 19, 1993, File No. 1-8611).
(10y) -- Assignment Agreement, dated July 13, 1993, between U S WEST Overseas Operations, Inc. and Richard J.
Callahan (Exhibit (10a) to Form 10-Q filed November 5, 1993).
(10z) -- Agreement for Services, dated July 13, 1993, between U S WEST, Inc. and Richard J. Callahan (Exhibit
(10b) to Form 10-Q filed November 5, 1993).
(10aa) -- Admission Agreement dated as of May 16, 1993 between Time Warner Entertainment Company, L.P. and U S
WEST, Inc. (Exhibit 10 to Form 8-K filed May 24, 1993).
11 -- Statement Re Computation of Per Share Earnings.
12 -- Computation of Ratio of Earnings to Fixed Charges of U S WEST, Inc. and U S WEST Financial Services,
Inc.
13 -- 1993 Annual Report to Shareowners.
21 -- Subsidiaries of U S WEST, Inc.
23 -- Consent of Independent Accountants.
24 -- Powers of Attorney.
99a -- Financial Statements of Financial Security Assurance, a 92% owned subsidiary of U S WEST for the
year ended December 31, 1993.
99b -- Annual Report on Form 11-K for the U S WEST Savings Plan/ESOP for Salaried Employees for the year
ended December 31, 1993, to be filed by amendment.
99c -- Annual Report on Form 11-K for the U S WEST Savings and Security Plan/ESOP for the year ended
December 31, 1993, to be filed by amendment.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Englewood, State of Colorado, on March 17, 1994.

U S WEST, Inc.

By /s/ JAMES M. OSTERHOFF
--------------------------------------
James M. Osterhoff
EXECUTIVE VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the date indicated.

Principal Executive Officer Chairman of the Board, President
/s/ Richard D. McCormick* and Chief Executive Officer
Principal Financial Officer: Executive Vice President and
/s/ James M. Osterhoff* Chief Financial Officer

Directors:
/s/ Richard B. Cheney*
/s/ Remedios Diaz-Oliver*
/s/ Grant A. Dove*
/s/ Mary M. Gates*
/s/ Allan D. Gilmour*
/s/ Pierson M. Grieve*
/s/ Shirley M. Hufstedler*
/s/ Allen F. Jacobson*
/s/ Richard D. McCormick*
/s/ Frank P. Popoff*
/s/ Glen L. Ryland*
/s/ Jerry O. Williams*
/s/ Daniel Yankelovich*
*By /s/ JAMES M. OSTERHOFF
----------------------------------------
James M. Osterhoff
(for himself and as Attorney-in-Fact)
Dated March 17, 1994
15

INDEPENDENT ACCOUNTANTS' REPORT

Our report on the consolidated financial statements of U S WEST, Inc., which
includes an explanatory paragraph regarding the discontinuance of accounting for
the operations of U S WEST Communications, Inc. in accordance with Statement of
Financial Accounting Standard No. 71, "Accounting for the Effects of Certain
Types of Regulation," in 1993, and a change in the method of accounting for
postretirement benefits other than pensions and other postemployment benefits in
1992, has been incorporated by reference in this Form 10-K from page 27 of the
1993 Annual Report to Shareowners of U S WEST, Inc. In connection with our
audits of such consolidated financial statements, we have also audited the
related consolidated financial statement schedules listed in the index on page
13 of this Form 10-K for the years ended December 31, 1993, 1992 and 1991.

In our opinion, the consolidated financial statement schedules referred to
above, when considered in relation to the basic financial statements taken as a
whole, present fairly, in all material respects, the information required to be
included therein.

/s/ COOPERS & LYBRAND

COOPERS & LYBRAND
Denver, Colorado
January 20, 1994

U S WEST, INC.
SCHEDULE V -- PROPERTY, PLANT AND EQUIPMENT
(DOLLARS IN MILLIONS)

BALANCE AT BALANCE AT
BEGINNING ADDITIONS OTHER END OF
CLASSIFICATION OF PERIOD AT COST (A) RETIREMENTS (B) CHANGES (C) PERIOD
- --------------------------------------------- ---------- ----------- --------------- ----------- ----------

YEAR 1993
Land and buildings......................... $ 2,433.1 $ 105.7 $ 26.5 $ 9.1 $ 2,521.4
Telephone network equipment and outside
plant..................................... 21,242.7 1,646.0 643.1 233.5 22,479.1
Other...................................... 3,245.0 613.3 317.2 27.6 3,568.7
Construction in progress................... 682.6 76.2 0.0 (166.6) 592.2
---------- ----------- --------------- ----------- ----------
Total.................................. $ 27,603.4 $ 2,441.2 $ 986.8 $ 103.6 $ 29,161.4
---------- ----------- --------------- ----------- ----------
---------- ----------- --------------- ----------- ----------
YEAR 1992
Land and buildings......................... $ 2,317.9 $ 140.0 $ 21.1 $ (3.7) $ 2,433.1
Telephone network equipment and outside
plant..................................... 20,040.0 1,717.9 638.2 123.0 21,242.7
Other...................................... 3,359.3 506.1 711.3 90.9 3,245.0
Construction in progress................... 658.1 190.2 0.0 (165.7) 682.6
---------- ----------- --------------- ----------- ----------
Total.................................. $ 26,375.3 $ 2,554.2 $ 1,370.6 $ 44.5 $ 27,603.4
---------- ----------- --------------- ----------- ----------
---------- ----------- --------------- ----------- ----------
YEAR 1991
Land and buildings......................... $ 2,241.2 $ 104.1 $ 37.5 $ 10.1 $ 2,317.9
Telephone network equipment and outside
plant..................................... 19,310.1 1,624.4 942.7 48.2 20,040.0
Other...................................... 3,227.1 480.6 481.8 133.4 3,359.3
Construction in progress................... 586.1 216.4 0.0 (144.4) 658.1
---------- ----------- --------------- ----------- ----------
Total.................................. $ 25,364.5 $ 2,425.5 $ 1,462.0 $ 47.3 $ 26,375.3
---------- ----------- --------------- ----------- ----------
---------- ----------- --------------- ----------- ----------
<FN>
- ------------------------
NOTE: Certain reclassifications within the schedule have been made to conform
to the current year presentation.
(a) Additions include transfers from construction in progress and interest
charged to construction.
(b) Items of telephone plant, when retired or sold, are deducted from the
property accounts at the amounts at which they are included. These amounts
are estimated if not specifically identifiable. Telephone network equipment
and outside plant includes the retirement of approximately $302 of fully
depreciated customer premises wiring for 1991.
(c) Includes transfers from construction in progress, adjustments resulting
from physical inventories and prior year reclassifications.

S-1

U S WEST, INC.
SCHEDULE VI -- ACCUMULATED DEPRECIATION AND AMORTIZATION
(DOLLARS IN MILLIONS)

BALANCE AT ADDITIONS BALANCE AT
BEGINNING CHARGED TO OTHER END OF
CLASSIFICATION OF PERIOD EXPENSE RETIREMENTS (A) CHANGES (B) PERIOD
- --------------------------------------------- ---------- ----------- --------------- ----------- ----------

YEAR 1993
Buildings.................................. $ 530.0 $ 80.5 $ 23.1 $ 68.6 $ 656.0
Telephone network equipment and outside
plant..................................... 7,821.9 1,408.9 629.5 4,787.8 13,389.1
Other...................................... 1,305.1 452.2 229.9 357.1 1,884.5
---------- ----------- --------------- ----------- ----------
Total.................................. $ 9,657.0 $ 1,941.6 $ 882.5 $ 5,213.5 $ 15,929.6
---------- ----------- --------------- ----------- ----------
---------- ----------- --------------- ----------- ----------
YEAR 1992
Buildings.................................. $ 465.5 $ 71.8 $ 18.5 $ 11.2 $ 530.0
Telephone network equipment and outside
plant..................................... 7,078.8 1,359.9 635.9 19.1 7,821.9
Other...................................... 1,538.0 425.9 677.6 18.8 1,305.1
---------- ----------- --------------- ----------- ----------
Total.................................. $ 9,082.3 $ 1,857.6 $ 1,332.0 $ 49.1 $ 9,657.0
---------- ----------- --------------- ----------- ----------
---------- ----------- --------------- ----------- ----------
YEAR 1991
Buildings.................................. $ 435.6 $ 81.2 $ 30.7 $ (20.6) $ 465.5
Telephone network equipment and outside
plant..................................... 6,684.2 1,319.1 954.7 30.2 7,078.8
Other...................................... 1,523.3 394.3 404.2 24.6 1,538.0
---------- ----------- --------------- ----------- ----------
Total.................................. $ 8,643.1 $ 1,794.6 $ 1,389.6 $ 34.2 $ 9,082.3
---------- ----------- --------------- ----------- ----------
---------- ----------- --------------- ----------- ----------
<FN>
- ------------------------
NOTE: Certain reclassifications within the schedule have been made to conform
to the current year presentation.
(a) Telephone network equipment and outside plant includes the retirement of
approximately $302 of fully depreciated customer premises wiring for 1991.
(b) Consists principally of removal costs and salvage received from disposal,
and the 1993 increase in accumulated depreciation recorded in conjunction
with the company's decision to discontinue accounting for the operations of
U S WEST Communications in accordance with SFAS No. 71, "Accounting for the
Effects of Certain Types of Regulation." The impact on accumulated depre-
ciation by class of plant follows:

Buildings......................................... $ 80
Telephone network equipment and outside plant..... 4,723
Other............................................. 348
---------
Total......................................... $ 5,151
---------
---------

S-2

U S WEST, INC.
SCHEDULE VIII -- VALUATION AND QUALIFYING ACCOUNTS
(DOLLARS IN MILLIONS)

BALANCE AT CHARGED TO BALANCE AT
BEGINNING CHARGED TO OTHER END OF
OF PERIOD EXPENSE ACCOUNTS DEDUCTIONS PERIOD
---------- ---------- ---------- ---------- ----------

CONTINUING OPERATIONS:
ALLOWANCE FOR CREDIT LOSSES
Year 1993................................ $ 59.0 $ 83.4(a) $ 0.8 $ 89.2(b) $ 54.0
Year 1992................................ 59.2 88.9(a) 10.5 99.6(b) 59.0
Year 1991................................ 57.9 104.3(a) (0.2) 102.8(b) 59.2
RESERVES RELATED TO 1993 BUSINESS
RESTRUCTURING, INCLUDING FORCE AND
FACILITY CONSOLIDATION
Year 1993................................ $ 0.0 $1,000.0 $ 0.0 $ 64.3 $ 935.7
RESERVES RELATED TO 1991 BUSINESS
RESTRUCTURING, INCLUDING FORCE REDUCTIONS
AND THE WRITE-OFF OF CERTAIN INTANGIBLE
ASSETS
Year 1993................................ $ 215.8 $ 0.0 $ 0.0 $ 120.4 $ 95.4
Year 1992................................ 313.7 0.0 0.0 97.9 215.8
Year 1991................................ 0.0 363.8 0.0 50.1 313.7
DISCONTINUED OPERATIONS:
ALLOWANCE FOR CREDIT LOSSES
Year 1993................................ $ 62.8 $ 64.4 $(52.5)(c) $ 64.7(b) $ 10.0
Year 1992................................ 61.5 20.3 7.1 26.1(b) 62.8
Year 1991................................ 48.7 31.3 13.5 32.0(b) 61.5
LOSS RESERVE ON FINANCIAL GUARANTEES (D)
Year 1993................................ $ 72.4 $ 102.7 $ 0.0 $ 139.0 $ 36.1
Year 1992................................ 12.4 67.5 0.0 7.5 72.4
Year 1991................................ 0.0 12.4 0.0 0.0 12.4
OTHER (E)
Year 1993................................ $ 86.3 $ 0.2 $ 3.3 $ 89.7(c) $ 0.1
Year 1992................................ 83.8 0.0 8.7 6.2 86.3
Year 1991................................ 96.5 0.0 6.4 19.1 83.8
RESERVES RELATED TO 1991 BUSINESS
RESTRUCTURING, INCLUDING REAL ESTATE
VALUATION ALLOWANCE AND 1993 PROVISION FOR
LOSS ON DISPOSAL OF THE CAPITAL ASSETS
SEGMENT
Year 1993................................ $ 402.5 $ 120.0(f) $ 0.0 $ 186.0 $ 336.5
Year 1992................................ 500.0 0.0 0.0 97.5 402.5
Year 1991................................ 0.0 551.1 0.0 51.1 500.0
<FN>
- --------------------------
NOTE: Certain reclassifications within the schedule have been made to conform
to the current year presentation.
(a) Does not include amounts charged directly to expense. These amounts were
$9.5, $8.9 and $7.2 for 1993 1992 and 1991, respectively.
(b) Represents credit losses written off during the period, less collection of
amounts previously written off.
(c) Primarily due to sale of U S WEST Financial Services finance receivables
and assets.
(d) The company adopted SFAS No. 113, "Accounting and Reporting for Reinsurance
of Short-Duration and Long-Duration Contracts" in 1993. SFAS No. 113
requires reinsurance receivables to be reflected as assets rather than
netted against the loss reserve. Prior years have been restated for
comparability.
(e) Primarily valuation allowance related to the 1990 purchase of a $294 face
amount mobile home loan portfolio for $197.
(f) Provision for estimated loss on disposal of the Capital Assets Segment of
$100 and an additional provision of $20 to reflect the cumulative effect on
deferred taxes of the 1993 federally mandated increase in income tax rates.

S-3

U S WEST, INC.
SCHEDULE IX -- SHORT-TERM BORROWINGS
(DOLLARS IN MILLIONS)

END OF MAXIMUM AVERAGE WEIGHTED
PERIOD AMOUNT AMOUNT AVERAGE
BALANCE AT WEIGHTED OUTSTANDING OUTSTANDING INTEREST RATE
END OF AVERAGE DURING THE DURING THE DURING THE
PERIOD INTEREST RATE PERIOD (A) PERIOD (B) PERIOD (C)
---------- ------------- ----------- ----------- -------------

YEAR 1993
Commercial paper................................ $ 1,027.7 2.77% $ 2,875.5 $ 1,367.5 3.27%
Other........................................... 1.6 4.81% 26.2 16.8 7.50%
Current portion of long-term debt............... 794.7 NA NA NA NA
Allocated to discontinued operations............ (47.8) NA NA NA NA
----------
Total....................................... $ 1,776.2
----------
----------
YEAR 1992
Commercial paper................................ $ 306.6 3.49% $ 561.3 $ 328.2 4.07%
Other........................................... 35.5 6.75% 126.5 64.2 8.04%
Current portion of long-term debt............... 329.7 NA NA NA NA
Allocated to discontinued operations............ (89.3) NA NA NA NA
----------
Total....................................... $ 582.5
----------
----------
YEAR 1991
Commercial paper................................ $ 267.0 5.00% $ 1,054.7 $ 600.9 6.26%
Other........................................... 26.5 6.93% 39.7 17.5 7.44%
Current portion of long-term debt............... 73.4 NA NA NA NA
----------
Total....................................... $ 366.9
----------
----------
<FN>
- ------------------------
NOTE: Certain reclassifications within the schedule have been made to conform
to the current year presentation.
(a) Computed based on amounts outstanding at month end.
(b) Computed as the cumulative monthly average divided by 12 months.
(c) Computed by dividing the aggregate related interest expense by the average
amount outstanding.

S-4

U S WEST, INC.
SCHEDULE X -- SUPPLEMENTARY INCOME STATEMENT INFORMATION
(DOLLARS IN MILLIONS)

CHARGED TO COSTS AND EXPENSES
----------------------------------
ITEM 1993 1992 1991
- ----------------------------------------------------------------------- ---------- ---------- ----------

Maintenance and repairs................................................ $ 1,594.3 $ 1,522.0 $ 1,425.3
Property taxes......................................................... 305.9 258.8 291.5
Gross receipts taxes................................................... 77.2 74.0 94.3
Advertising............................................................ 116.7 100.2 90.3
<FN>
- ------------------------
NOTE: Certain reclassifications within the schedule have been made to conform
to the current year presentation.

S-5

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