Filed Pursuant to Rule 424(b)(3)
                                                      Registration No. 033-63087
 
                             PROSPECTUS SUPPLEMENT
                               DATED MAY 9, 1997
                                       TO
                       PROSPECTUS DATED OCTOBER 10, 1995
                             FOR THE U S WEST, INC.
                           SHAREOWNER INVESTMENT PLAN
 
    This Prospectus Supplement contains amendments made by U S WEST, Inc. to the
Shareowner Investment Plan (the "Plan") with respect to purchases of Common
Stock by the Agent on the open market. Effective May 29, 1997, any brokerage
commissions incurred by the Agent in connection with such purchases shall be
charged against reinvested dividends and optional cash purchase amounts. The
price of shares of Common Stock purchased by the Agent on the open market shall
include any such brokerage commissions. No brokerage commissions will be charged
against reinvested dividends or optional cash purchase amounts in the event that
the Agent purchases shares of Common Stock directly from the Company.