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