POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS:

     WHEREAS, U S WEST, Inc., a Delaware corporation (hereinafter referred to 
as the "Company"), proposes to file with the Securities and Exchange 
Commission, under the provisions of the Securities Act of 1933, as amended, a 
Registration Statement on Form S-3, (the "Registration Statement") for the 
registration of Guarantees of $4,000,000,000 of debt securities to be issued 
by U S WEST Capital Funding, Inc.; and

     WHEREAS, each of the undersigned is a Director of the Company;

     NOW, THEREFORE, each of the undersigned constitutes and appoints JAMES 
T. ANDERSON and STEPHEN E. BRILZ, and each of them, as attorneys for him or 
her and in his or her name, place, and stead, and in his or her capacity as a 
Director of the Company, to execute and file such Registration Statement, and 
thereafter to execute and file any amended registration statement or 
statements or supplements thereto, hereby giving and granting to said 
attorneys full power and authority to do and perform all and every act and 
thing whatsoever requisite and necessary to be done in and about the premises 
as fully, to all intents and purposes, as he or she might or could do if 
personally present at the doing thereof, hereby ratifying and confirming all 
that said attorneys may or shall lawfully do, or cause to be done, by virtue 
hereof.

     IN WITNESS WHEREOF, each of the undersigned has executed this Power of 
Attorney this 4th day of October 1996.


                                          /s/ RICHARD D. McCORMICK
                                          -------------------------------
                                          Richard D. McCormick
                                          Chairman of the Board, Chief
                                          Executive Officer and President

                                          
                                          /s/ MICHAEL P. GLINSKY
                                          -------------------------------
                                          Michael P. Glinsky
                                          Executive Vice President and
                                          Chief Financial Officer




                                POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS:

     WHEREAS, U S WEST, Inc., a Delaware corporation (hereinafter referred to 
as the "Company"), proposes to file with the Securities and Exchange 
Commission, under the provisions of the Securities Act of 1933, as amended, a 
Registration Statement on Form S-3, (the "Registration Statement") for the 
registration of Guarantees of $4,000,000,000 of debt securities to be issued 
by U S WEST Capital Funding, Inc.; and

     WHEREAS, each of the undersigned is a Director of the Company;

     NOW, THEREFORE, each of the undersigned constitutes and appoints JAMES 
T. ANDERSON and STEPHEN E. BRILZ, and each of them, as attorneys for him or 
her and in his or her name, place, and stead, and in his or her capacity as a 
Director of the Company, to execute and file such Registration Statement, and 
thereafter to execute and file any amended registration statement or 
statements or supplements thereto, hereby giving and granting to said 
attorneys full power and authority to do and perform all and every act and 
thing whatsoever requisite and necessary to be done in and about the premises 
as fully, to all intents and purposes, as he or she might or could do if 
personally present at the doing thereof, hereby ratifying and confirming all 
that said attorneys may or shall lawfully do, or cause to be done, by virtue 
hereof.

     IN WITNESS WHEREOF, each of the undersigned has executed this Power of 
Attorney this 4th day of October 1996.

/s/ REMEDIOS DIAZ-OLIVER                    /s/ RICHARD D. MCCORMICK
- --------------------------------            -------------------------------- 
Remedios Diaz-Oliver                        Richard D. McCormick

/s/ GRANT A. DOVE                           /s/ MARILYN C. NELSON
- --------------------------------            -------------------------------- 
Grant A. Dove                               Marilyn C. Nelson

/s/ ALLAN D. GILMOUR                        /s/ FRANK P. POPOFF
- --------------------------------            -------------------------------- 
Allan D. Gilmour                            Frank P. Popoff

/s/ PIERSON M. GRIEVE                       /s/ JERRY O. WILLIAMS
- --------------------------------            -------------------------------- 
Pierson M. Grieve                           Jerry O. Williams

/s/ ALLEN F. JACOBSON                       
- --------------------------------            
Allen F. Jacobson





                                POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS:

     WHEREAS, U S WEST Capital Funding, Inc., a Colorado corporation
(hereinafter referred to as the "Company"), proposes to file with the Securities
and Exchange Commission, under the provisions of the Securities Act of 1933, as
amended, a Registration Statement on Form S-3, (the "Registration Statement") 
for the registration of $4,000,000,000 of debt securities to be issued by the 
Company; and

     WHEREAS, each of the undersigned is an Officer or Director, or both, of the
Company as indicated below each signature; 

     NOW, THEREFORE, each of the undersigned constitutes and appoints STEPHEN E.
BRILZ as attorney for him and in his name, place, and stead, and in his capacity
as an Officer or Director of the Company, to execute and file such Registration
Statement, and thereafter to execute and file any amended registration statement
or statements or supplements thereto, hereby giving and granting to said
attorney full power and authority to do and perform all and every act and thing
whatsoever requisite and necessary to be done in and about the premises as
fully, to all intents and purposes, as he might or could do if personally
present at the doing thereof, hereby ratifying and confirming all that said
attorney may or shall lawfully do, or cause to be done, by virtue hereof. 

     IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney this 4th day of October, 1996.


                              /s/ MICHAEL P. GLINSKY
                              -----------------------------------------
                              Michael P. Glinsky
                              Director


                              /s/ JAMES T. ANDERSON
                              -----------------------------------------
                              James T. Anderson
                              President and Director


                              /s/ RAHN K. PORTER 
                              -----------------------------------------
                              Rahn K. Porter
                              Vice President and Treasurer


                              /s/ JAMES R. TAUCHER
                              -----------------------------------------
                              James R. Taucher
                              Vice President and Controller