8-K

     3




                                UNITED STATES
                      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:  April 4, 1996




                                U S WEST, Inc.






                        

A Delaware   Commission File  IRS Employer Identification
Corporation  Number 1-8611    No. 84_0926774





              7800 East Orchard Road, Englewood, Colorado 80111



                       Telephone Number (303) 793_6500


Item 4.    Changes in Registrant's Certifying Accountant

     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 major
subsidiaries within U S WEST Media Group, since 1984.  In view of the
Company's new targeted stock structure, the Company determined, following a
recommendation of the Audit Committee, that it will be more efficient and
effective for the Company to have a single firm perform the auditing function
for the entire business.

     During the Company's two most recent fiscal years ended December 31, 1995
and December 31, 1994, 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.  In addition, during such fiscal years and the 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 it to make reference to the subject matter of the disagreement in
connection with its report on the Company's financial statements; (2) no
reportable events involving Coopers & Lybrand L.L.P. have occurred that must
be disclosed under applicable securities laws; and (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.  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     Description

16     Letter from Coopers & Lybrand L.L.P. dated April 4, 1996.




                                  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, Inc.

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

Dated:  April 4, 1996.

EX-16

EXHIBIT 16


Coopers & Lybrand L.L.P.
370 Seventeenth Street  Suite 3300
Denver, Colorado  80202-5633
Telephone (303) 573-2800
Facsimile (303) 573-2902


April 4, 1996




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

Gentlemen:

 We have read the statements made by U S WEST, 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 April 4, 1996.  We agree with the statements
concerning our Firm in such Form 8-K.

Very truly yours,

/S/ COOPERS & LYBRAND L.L.P.