8-K

THIS DOCUMENT IS A COPY OF THE FORM 8-K
FILED ON OCTOBER 27, 1995 PURSUANT TO A
RULE 201 TEMPORARY HARDSHIP EXEMPTION



SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549




FORM 8-K


CURRENT REPORT



Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934



Date of Report:  October 27, 1995




U S WEST Communications, Inc.




A Colorado     Commission File      IRS Employer
Corporation    Number 1-3040        No. 84-0273800



7800 East Orchard Road, Englewood, Colorado 80111

Telephone Number (303) 793-6500



Item 4.    Changes in Registrant's Certifying Accountant

In view of the expected implementation of the targeted 
stock structure of U S WEST, Inc., the Company has 
determined, following a recommendation of the Audit 
Committee of U S WEST, Inc., that it will be more efficient 
and effective for a single firm to perform the auditing 
function for the entire business of U S WEST.  This decision 
has resulted in a difficult choice between two highly 
qualified auditing firms.  Until now, Coopers & Lybrand 
L.L.P. has served as the Company's independent auditor, and 
Arthur Andersen LLP has served as the primary auditing firm 
for subsidiaries of U S WEST, Inc. within the U S WEST Media 
Group.  After careful consideration and review, the Company 
has determined that Arthur Andersen LLP will serve as the 
Company's independent auditor.  For that reason, the Company 
has notified Coopers & Lybrand L.L.P. that the Company will 
no longer retain the firm as its independent auditor, 
effective upon the completion of the audit of the Company's 
financial statements for the fiscal year ending December 31, 
1995.  The Company maintains high regard for Coopers & 
Lybrand L.L.P. and is grateful for the work it has performed 
over the years.

During the Company's two most recent fiscal years ended 
December 31, 1994 and December 31, 1993, the reports of 
Coopers & Lybrand L.L.P. on the Company's financial 
statements contained no adverse opinion or disclaimer of 
opinion, nor were they qualified or modified as to 
uncertainty, audit scope or accounting principles.  

During the Company's two most recent fiscal years ended 
December 31, 1994 and December 31, 1993, and interim periods 
thereafter:

(1) No disagreements with Coopers & Lybrand L.L.P. 
have occurred on any matter of accounting principles or 
practices, financial statement disclosure, or auditing 
scope or procedure, which disagreements, if not 
resolved to the satisfaction of Coopers & Lybrand 
L.L.P., would have caused Coopers & Lybrand L.L.P. to 
make reference to the subject matter of the 
disagreement in connection with its reports on the 
Company's financial statements.

(2) No reportable events involving Coopers & 
Lybrand L.L.P. have occurred that must be disclosed 
under Item 304(a)(1)(v) of Regulation S-K.

(3) The Company has not consulted with Arthur 
Andersen LLP on items that concerned the application of 
accounting principles to a specific transaction, either 
completed or proposed, or on the type of audit opinion 
that might be rendered on the Company's financial 
statements.  

The Company requested, and Coopers & Lybrand L.L.P. has 
furnished, a letter addressed to the Securities and Exchange 
Commission stating that Coopers & Lybrand L.L.P. agrees with 
the statements set forth in the second paragraph above and 
in numbered paragraphs (1) and (2) above.  A copy of that 
letter from Coopers & Lybrand L.L.P. to the Securities and 
Exchange Commission is filed as Exhibit 16 to this Form 8-K.

Item 7.    Exhibits

EXHIBIT NO.  DESCRIPTION
- -----------  -----------

16           Letter from Coopers & Lybrand L.L.P. dated
             October 27, 1995.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act 
of 1934, the registrant has duly caused this report to be 
signed on its behalf by the undersigned hereunto duly 
authorized.

U S WEST Communications, Inc.

/s/ STEPHEN E. BRILZ
By:___________________________
Stephen E. Brilz
Senior Attorney and
Assistant Secretary

Dated:  October 27, 1995

 



 

 




3

EX-16

EXHIBIT 16


October 27, 1995




Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Gentlemen:

We have read the statements made by U S WEST Communications, Inc., which
we understand will be filed with the Commission, pursuant to Item 4 of
Form 8-K, as part of the Company's Form 8-K report on October 27, 1995.
We agree with the statements concerning our Firm in such Form 8-K.

Very truly yours,

/s/ COOPERS & LYBRAND L.L.P.