Exhibit 24

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS:

         WHEREAS, U S WEST, 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
1999  U S WEST  Non-Executive  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 JILL A. GILPIN,  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 3rd day of June, 1999.


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


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

                             /s/ JANET K. COOPER
                             ------------------------------
                                 Janet K. Cooper
                                 Vice President and Controller



                                                     Exhibit 24

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS:

         WHEREAS, U S WEST, 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
1998  U S WEST  Non-Executive  Stock  Plan  (the  "Plan"),  on  terms  generally
described in the Plan; and

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

         NOW, THEREFORE, each of the undersigned constitutes and appoints THOMAS
O.  MCGIMPSEY and JILL A. GILPIN,  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 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 3rd day of June, 1999.

/s/ LINDA G. ALVARADO                   /s/ GEORGE J. HARAD
- -----------------------------------     ---------------------------------------
Linda G. Alvarado                       George J. Harad


/s/ CRAIG R. BARRETT                    /s/ PETER S. HELLMAN
- -----------------------------------     ---------------------------------------
Craig R. Barrett                        Peter S. Hellman


/s/ THE HONORABLE HANK BROWN            /s/ MARILYN C. NELSON
- -----------------------------------     ---------------------------------------
The Honorable Hank Brown                Marilyn C. Nelson


                                        /s/ FRANK P. POPOFF
- -----------------------------------     ---------------------------------------
Jerry J. Colangelo                      Frank P. Popoff


/s/ MANUEL A. FERNANDEZ                 /s/ SOLOMON D. TRUJILLO
- -----------------------------------     ---------------------------------------
Manuel A. Fernandez                     Solomon D. Trujillo