Exhibit 24



                                  POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS:


     WHEREAS, USW-C, 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 $3,500,000,000 of debt securities to be issued by U S WEST Capital
Funding, Inc.; and

     WHEREAS, each of the undersigned is a Director and/or an Officer of the 
Company;

     NOW, THEREFORE, each of the undersigned constitutes and appoints STEPHEN E.
BRILZ and THOMAS O. MCGIMPSEY, 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
or officer, or both, 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 6th day of May, 1998.


/s/ SOLOMON D. TRUJILLO       Director and Officer
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   Solomon D. Trujillo


/s/ ALLAN R. SPIES            Officer
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    Allan R. Spies



                                  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 $3,500,000,000 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 and THOMAS 0. MCGIMPSEY 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 6th day of May, 1998.


/s/ ALLAN R. SPIES       President and Director
- ----------------------
    Allan R. Spies

/s/ SEAN P. FOLEY        Vice-President, Treasurer and Director
- ----------------------
    Sean P. Foley


/s/ OSCAR X. MUNOZ       Vice President and Controller
- ----------------------
    Oscar X. Munoz


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