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-8 (the "Registration Statement") for the 
registration of shares of Common Stock of the Company in connection with the 
U S WEST, Inc. 1998 Stock Plan (the "Plan"), on terms generally described in 
the Plan; 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 THOMAS 
O. MCGIMPSEY and STEPHEN E. BRILZ, and each of them, as attorneys 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 
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, each of the undersigned has executed this Power of 
Attorney this 26th day of May, 1998.

                                        /s/ SOLOMON D. TRUJILLO
                                        -------------------------------------
                                        Solomon D. Trujillo
                                        President and Chief Executive Officer
                                          and Director


                                        /s/ ALLAN R. SPIES
                                        -------------------------------------
                                        Allan R. Spies
                                        Executive Vice President 
                                          and Chief Financial Officer