1

                                                Registration No.
                                                   33-42075    


               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                     ----------------------
                    

                 Post-Effective Amendment No. 1
                               on
                            FORM S-8
                               to
                     REGISTRATION STATEMENT
                              Under
                   THE SECURITIES ACT OF 1933

                    ------------------------


                         U S WEST, Inc.

                                
A Colorado     Commission File        IRS Employer Identification
corporation     Number 1-8611               No. 84-0926774

        7800 East Orchard Road, Englewood, Colorado 80111
                 Telephone Number (303) 793-6500


                      ----------------------

               U S WEST 1991 STOCK INCENTIVE PLAN

                      ----------------------


                        Agent for Service

                      STEPHEN E. BRILZ, ESQ.
                         U S WEST, Inc.
                     7800 East Orchard Road
                    Englewood, Colorado 80111
                         (303) 793-6626







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                 CALCULATION OF REGISTRATION FEE


- -----------------------------------------------------------------
                                             
Title of                    Proposed    Proposed
Each Class                  Maximum     Maximum
of Securi-    Amount        Offering    Aggregate    Amount of
ties to be    to be         Price       Offering     Registration
Registered    Registered    Per Unit    Price        Fee

- -----------------------------------------------------------------
Common
Stock--
no par
value         Not           Not         Not           (1)
              Applicable    Applicable  Applicable

- -----------------------------------------------------------------


In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this Registration Statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the
employee benefit plan described herein.
[FN]
(1)  Previously paid when this Registration Statement was
     originally filed.
























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     The contents of the earlier registration statement on Form
S-8, Registration No. 33-42075, as amended, are incorporated by
reference.

     This Post-effective Amendment No. 1 is filed to reflect the
consolidation of the U S WEST, Inc. Stock Incentive Plan and the
U S WEST 1991 Stock Incentive Plan into the U S WEST 1994 Stock
Plan.













































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                            SIGNATURE

     Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Post-effective Amendment No. 1 on
Form S-8 Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Englewood,
State of Colorado on May 10, 1994.

                                   U S WEST, Inc.


Dated:  May 10, 1994               By:  /s/ STEPHEN E. BRILZ      
                                      --------------------------
                                        Stephen E. Brilz
                                        Assistant Secretary

     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement, as referenced herein, or amendment
thereto has been signed below by the following persons in their
stated capacities and on the date indicated.

Principal Executive Officer:
     Richard D. McCormick*          Chairman, Chief Executive
                                     Officer and President
Principal Financial and
  Accounting Officer:
     James M. Osterhoff*             Executive Vice President and
                                     Chief Financial Officer
Directors:
     Richard Cheney*
     Remedios Diaz-Oliver*
     Grant A. Dove*
     Allan D. Gilmour*
     Pierson M. Grieve*
     Shirley M. Hufstedler*
     Allen G. Jacobson*
     Richard D. McCormick*
     Marilyn C. Nelson*
     Frank Popoff*
     Glen L. Ryland*
     Jerry O. Williams*
     Daniel Yankelovich*

*By  /s/ STEPHEN E. BRILZ
     -------------------------
     Stephen E. Brilz
     Attorney-in-fact

Date:  May 10, 1994