8-K

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:  November 9, 1995




U S WEST Communications, Inc.


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


7800 East Orchard Road, Englewood, Colorado 80111


Telephone Number (303) 793-6500



Item 7.  Exhibits

     4  Form of Debenture concerning the 7.20% Debentures 
due November 10, 2026 issued by U S WEST Communications, 
Inc.





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:  November 9, 1995

 



 

 




3

EX-4

EXHIBIT 4

REGISTERED                                                                    
               PRINCIPAL AMOUNT

                               $


                        U S WEST COMMUNICATIONS, INC.
                          7.20% DEBENTURES DUE 2026

CUSIP 912920AL9

Unless and until it is exchanged in whole or in part for Debentures in
definitive  form,  this  Debenture may not be transferred except as a whole by
the Depositary to a nominee of the Depositary, or by a nominee of the
Depositary  to  the Depositary or another nominee of the Depositary, or by the
Depositary  or any such nominee to a successor Depositary or a nominee of such
Depositary.  Unless this certificate is presented by an authorized
representative of The Depository Trust Company (55 Water Street, New York, New
York)  to  the  issuer  or its agent for registration of transfer, exchange or
payment, and any certificate issued is registered in the name of Cede & Co. or
such other name as requested by an authorized representative of The Depository
Trust  Company  and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, since
the registered owner hereof, Cede & Co., has an interest herein.

      U S WEST Communications, Inc., a corporation duly organized and existing
under the laws of the State of Colorado (herein called the "Company") for
value  received  hereby  promises to pay Cede & Co. or registered assigns, the
principal sum of

        $                    (                                Dollars)

on  November 10, 2026, by wire transfer of immediately available funds in such
coin  or  currency  of  the United States of America as at the time of payment
shall  be  legal tender for the payment of public and private debts and to pay
interest  semiannually  on May 10 and November 10 on said principal sum at the
rate  per  annum specified in the title of this Debenture, in the same manner,
in  like  coin or currency, from the tenth day of May or November, as the case
may  be,  to which interest on this Debenture has been paid preceding the date
hereof  (unless  the  date hereof is a May 10 or November 10 to which interest
has  been  paid, in which case from the date hereof, or unless the date hereof
is  prior  to  the  first payment of interest, in which case from November 10,
1995) until payment of said principal sum has been made or duly provided for. 
Notwithstanding the foregoing, unless this Debenture shall be authenticated at
a  time  when  there  is an existing default in the payment of interest on the
Debentures, if the date hereof is between April 25 and the immediately
following May 10 or is between October 25 and the immediately following
November  10,  this Debenture shall bear interest from such May 10 or November
10;  provided,  however,  that  if the Company shall default in the payment of
interest  due  on  such  May 10 or November 10, then this Debenture shall bear
interest  from  the next preceding date to which interest has been paid or, if
no interest has been paid on this Debenture, from November 10, 1995.  The
interest so payable on any May 10 or November 10 will, subject to certain
exceptions provided in the Indenture referred to herein, be paid to the person
in  whose  name this Debenture shall be registered at the close of business on
April  25  prior to such May 10 or October 25 prior to such November 10 unless
such April 25 or October 25 shall be a Legal Holiday (as defined in said
Indenture), in which event the next preceding day that is not a Legal Holiday.
 Interest will be computed on the basis of a year of twelve 30-day months.

       This Debenture is one of the duly authorized issue of Debentures of the
Company,  designated  as  set  forth herein (the "Debentures"), limited to the
aggregate  principal  amount of $250,000,000, all issued or to be issued under
and  pursuant  to  an Indenture dated as of April 15, 1990, supplemented as of
April 16, 1991, and amended by the Trust Indenture Reform Act of 1990 (as
supplemented and amended, herein referred to as the "Indenture"), duly
executed  and  delivered by the Company to The First National Bank of Chicago,
as  Trustee  (herein referred to as the "Trustee"), to which Indenture and all
Indentures  supplemental thereto reference is hereby made for a description of
the rights, limitation of rights, obligations, duties and immunities
thereunder of the Trustee, the Company and the Holders (the words "Holders" or
"Holder" meaning the registered holders or registered holder of the
Debentures).

      In case an Event of Default shall occur and be continuing, the principal
hereof may be declared, and upon such declaration shall become, due and
payable  in the manner, with the effect and subject to the conditions provided
in the Indenture.

     The Indenture contains provisions permitting the Company and the Trustee,
with  the  written consent of the Holders of a majority in principal amount of
the outstanding Securities of each series affected by a supplemental indenture
(with  each  series voting as a class), to enter into a supplemental indenture
to add any provisions to or to change or eliminate any provisions of the
Indenture  or  of any supplemental indenture or to modify, in each case in any
manner  not  covered by provisions in the Indenture relating to amendments and
waivers without the consent of Holders, the rights of the Holders of each such
series.  The Holders of a majority in principal amount of the outstanding
Securities  of each series affected by such waiver (with each series voting as
a  class),  by notice to the Trustee, may waive compliance by the Company with
any  provision  of the Indenture, any supplemental indenture or the Securities
of any such series, except a Default in payment of the principal of or
interest on any Security.  However, without the consent of each Holder
affected, an amendment or waiver may not:  (1) reduce the amount of Securities
whose  Holders  must consent to an amendment or waiver; (2) change the rate of
or  change  the  time  for payment of interest on any Security; (3) change the
principal of or change the fixed maturity of any Security; (4) waive a Default
in  the  payment of the principal of or interest on any Security; (5) make any
Security  payable in money other than that stated in the Security; or (6) make
any  change  in the provisions of the Indenture: (i) with respect to the right
of  the Holders of a majority in principal amount of any series of Securities,
by  notice  to  the Trustee, to waive an existing Default with respect to that
series and its consequences; (ii) with respect to the right of any Holder of a
Security  to  receive payment of principal of and interest on the Security, on
or  after the respective due dates expressed in the Security, the right of any
Holder of a coupon to receive payment of interest due as provided in such
coupon,  or the right to bring suit for enforcement of any such payments on or
after their respective dates; and (iii) described in this sentence.

     The Debentures are not redeemable prior to November 10, 2005.  On or
after November 10, 2005 and prior to maturity, the Company, at its option, may
redeem all or from time to time any part of the Debentures on at least 30
days'  but not more than 90 days' notice, as provided in the Indenture, at the
following redemption prices (expressed in percentages of the principal amount)
during the 12-month periods beginning November 10:






             

2005  103.038%  2010  101.518%
2006  102.734%  2011  101.214%
2007  102.430%  2012  100.910%
2008  102.126%  2013  100.606%
2009  101.822%  2014  100.302%



and  thereafter  at  100%,  together in each case with accrued interest to the
date fixed for redemption.

       No reference herein to the Indenture and no provision of this Debenture
or of the Indenture shall alter or impair the obligation of the Company, which
is  absolute  and  unconditional, to pay the principal of and premium, if any,
and  interest  on this Debenture at the place, at the respective times, at the
rate, and in the coin or currency herein prescribed.

        No director, officer, employee or stockholder, as such, of the Company
shall have any liability for any obligations of the Company under this
Debenture or the Indenture or for any claim based on, in respect of or by
reason  of such obligations or their creation.  Each Holder, by accepting this
Debenture, waives and releases all such liability.  The waiver and release are
part of the consideration for the issue of this Debenture.

         The laws of the State of New York shall govern the Indenture and this
Debenture.

     Ownership of Debentures shall be proved by the register for the
Debentures  kept  by the Registrar.  The Company, the Trustee and any agent of
the  Company  may  treat the person in whose name a Debenture is registered as
the absolute owner thereof for all purposes.

        Terms used herein without definition that are defined in the Indenture
shall have the meanings assigned to them in the Indenture.

      Unless the Certificate of Authentication hereon has been executed by the
Trustee  under the Indenture referred to herein by the manual signature of one
of its authorized officers, this Debenture shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any purpose.








         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed,  manually  or by facsimile, and its corporate seal or a facsimile of
its corporate seal to be imprinted hereon.

Dated:    November 10, 1995

     U S WEST Communications, Inc.



     By:_____________________________
     James T. Helwig
     Vice President, Chief Financial Officer
     and Treasurer

     (SEAL)


     By:_____________________________
     J. Roger Fox
     Assistant Treasurer


                   TRUSTEE'S CERTIFICATE OF AUTHENTICATION

         This is one of the Securities of the series designated herein, issued
under the Indenture described herein.

THE FIRST NATIONAL BANK OF CHICAGO



By:_________________________________
      Authorized Officer












     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

__________________________________________

Please insert social security number or other identifying number of assignee:

     _______________________________







Please print or type name and address (including zip code) of assignee:

     ___________________________________
     ___________________________________
     ___________________________________
     ___________________________________


the within Debenture and all rights thereunder, hereby irrevocably
constituting  and appointing _______________________ attorney to transfer said
Debenture  of  U S WEST Communications, Inc. on the books of the Company, with
full power of substitution in the premises.



___________________________________

Dated:_____________________________

NOTICE:    The  signature  to this assignment must correspond with the name as
written upon the face of this Debenture in every particular without alteration
or enlargement or any change whatever.