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.
Long-Term Incentive 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