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EXHIBIT 24
POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

        WHEREAS, U S WEST, 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 Exchange Act of 1934, as
amended, an annual report on Form 10-K for the fiscal year ended December 31,
1994; and

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

        NOW THEREFORE, each of the undersigned constitutes and appoints JAMES 
M. OSTERHOFF, BARBARA M. JAPHA, and STEPHEN E. BRILZ, and  each of them, as
attorneys for me and in my name, place, and stead, and in my capacity as a
Director of the Company, to execute and file such annual report, and thereafter
to execute and file any amendment or amendments thereto on Form 10-K/A, 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 I
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 3rd day of February, 1995.



/s/ Richard Cheney                /s/ Allen F. Jacobson         
Richard Cheney                    Allen F. Jacobson

/s/ Remedios Diaz-Oliver          /s/ Marilyn C. Nelson             
Remedios Diaz-Oliver              Marilyn C. Nelson

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/s/ Grant A. Dove                 /s/ Frank Popoff             
Grant A. Dove                     Frank Popoff

/s/ Allan D. Gilmour              /s/Glen L. Ryland             
Allan D. Gilmour                  Glen L. Ryland

/s/ Pierson M. Grieve             /s/ Jerry O.  Williams       
Pierson M. Grieve                 Jerry O. Williams

/s/ Shirley M. Hufstedler         /s/ Daniel Yankelovich         
Shirley M. Hufstedler             Daniel Yankelovich




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EXHIBIT 24
POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS:

        WHEREAS, U S WEST, 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 Exchange Act of 1934, as
amended, an annual report on Form 10-K for the fiscal year ended December 31,
1994; and

        WHEREAS, the undersigned is an officer or Director, or both, of the 
Company and holds the office, or offices, in the Company as indicated below his
name;

        NOW THEREFORE, each of the undersigned hereby constitutes and appoints
JAMES M. OSTERHOFF, BARBARA M. JAPHA, and STEPHEN E. BRILZ, and each of them,
as attorneys for him and in his name, place, and stead, and in each of his
offices and capacities in the Company, to execute and file such annual report,
and thereafter to execute and file any amendment or amendments thereto on Form
10-K/A, 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 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, the undersigned has hereunto set his hand this 3rd
day of February, 1995.


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