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                                 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): January 22, 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, including Zip Code)
 
                        TELEPHONE NUMBER (303) 793-6500
              (Registrant's telephone number, including area code)
 
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ITEM 7.  EXHIBITS
 


  EXHIBIT    DESCRIPTION
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        4A   Form of Underwriting Agreement dated as of January 16, 1997, by and among U S WEST Capital Funding,
             Inc., U S WEST, Inc., Merrill Lynch, Pierce, Fenner and Smith Incorporated, Lehman Brothers Inc.,
             Goldman, Sachs & Co., Morgan Stanley & Co. Incorporated, Salomon Brothers Inc and J.P. Morgan
             Securities Inc.
 
        4B   Form of 6.85% Notes due January 15, 2002 of U S WEST Capital Funding, Inc, unconditionally
             guaranteed as to payment of principal, premium, if any, and interest by U S WEST, Inc., in the
             aggregate principal amount of $600,000,000.
 
        4C   Form of 7.30% Notes due January 15, 2007 of U S WEST Capital Funding, Inc., unconditionally
             guaranteed as to payment of principal, premium, if any, and interest by U S WEST, Inc., in the
             aggregate principal amount of $1,100,000,000.
 
        4D   Form of 7.90% Debentures due February 1, 2027 of U S WEST Capital Funding, Inc., unconditionally
             guaranteed as to payment of principal, premium, if any, and interest by U S WEST, Inc., in the
             aggregate principal amount of $1,100,000,000.
 
        4E   Form of 8.15% Debentures due February 1, 2032 of U S WEST Capital Funding, Inc., unconditionally
             guaranteed as to payment of principal, premium, if any, and interest by U S WEST, Inc., in the
             aggregate principal amount of $200,000,000.
 
        4F   Form of 6.95% Debentures due January 15, 2037 of U S WEST Capital Funding, Inc., unconditionally
             guaranteed as to payment of principal, premium, if any, and interest by U S WEST, Inc., in the
             aggregate principal amount of $600,000,000.
 
        4G   Form of 7.95% Debentures due February 1, 2097 of U S WEST Capital Funding, Inc., unconditionally
             guaranteed as to payment of principal, premium, if any, and interest by U S WEST, Inc., in the
             aggregate principal amount of $500,000,000.


                                   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.
 
                                By:              /s/ STEPHEN E. BRILZ
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                                                   Stephen E. Brilz
                                                 ASSISTANT SECRETARY
 
Dated: January 22, 1997

U S WEST, Inc.
7800 East Orchard Road
Suite 480
Englewood, Colorado 80111
 
Stephen E. Brilz
Corporate Counsel &
Assistant Secretary
 
January 22, 1997
 
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
 
Re:  U S WEST, Inc.
    Current Report on Form 8-K Dated January 22, 1997
    File Number 1-8611
 
Dear Sir or Madam:
 
Transmitted herewith for filing is U S WEST 's current report on Form 8-K, dated
January 22, 1997.
 
Please direct any comments or inquiries concerning the transmitted material to
me at our CompuServe mail number (72731,70) or call me collect at (303)
793-6626.
 
Sincerely,
 
/s/ STEPHEN E. BRILZ
 
Stephen E. Brilz