8-K

 1




	       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 10, 1995




			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




















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Item 7.  Exhibits

99.1    Press release entitled "U S WEST Plans to Create Two 
	Classes of Common Stock," issued April 10, 1995.

99.2    Questions and Answers regarding U S WEST Press Release 
	described in Exhibit 99.1



















































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			    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 10, 1995
 



 

 

EX-99

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EXHIBIT 99.1
U S WEST, Inc.
7800 East Orchard Road
Englewood, CO  80111
303 793-6500

NEWS RELEASE

Release Date:           April 10, 1995

Contacts:               Lois Leach:     303-793-6355
			Steve Lang:     303-754-5441


       U S WEST PLANS TO CREATE TWO CLASSES OF COMMON STOCK

	- Will track 14-state telecommunications business
	      separately from multimedia businesses -

		     - Dividend not affected -

       - U S WEST remains a consolidated corporate entity -

	ENGLEWOOD, Colo. -- U S WEST (NYSE: USW) today said its 
board of directors has approved a plan to create two classes of 
common stock, one that will track the performance of the 
company's 14-state telecommunications business, and one that 
will track the performance of its multimedia businesses.

	The plan will be implemented through a tax-free stock 
distribution that allows current shareowners to continue 
holding the same level of economic interest in the company.

HOW IT WILL WORK

	Under the plan, there will be two "targeted" stocks in 
U S WEST, which will trade separately on the New York Stock 
Exchange. U S WEST is not spinning off any businesses.

	Current shares of U S WEST stock will be redesignated as 
shares tracking the performance of U S WEST's in-region 
telecommunications business, and will be known as U S WEST 
Communications Group. The company intends that this group will 
continue to pay the quarterly cash dividend (currently 53.5 
cents).

	Owners of U S WEST stock on the record date of the 
transaction will receive a one-time stock distribution of a new 
share for every share they own of U S WEST. These will be 
U S WEST MediaVision Group shares, and will track the 
performance of U S WEST's multimedia, wireless, directory and 
international assets. These shares will pay no dividend.

	Because the plan will not change the way U S WEST issues 
debt, the company does not expect changes in its credit 
ratings.



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	The company intends to file a proxy with the U.S. Securities 
and Exchange Commission this spring. A final proxy will be sent 
to shareowners toward the end of the summer, and they will be 
asked to approve it at a special meeting in the fall. If the 
proposal is approved, the new classes of stock would begin 
trading shortly thereafter.

WHY IT'S NEEDED

	"We have received wide recognition and support for our long-
term strategy," said Richard D. McCormick, U S WEST chairman 
and chief executive officer.  "But we have felt for some time 
that the financial market is undervaluing our stock.

	"This is because our growth strategy has resulted in a mix 
of assets with differing characteristics. On one hand, we have 
the U S WEST Communications Group, a profitable, stable, highly 
focused, well-managed telecommunications company with strong 
earnings and available cash flow, located in an excellent 
region," McCormick said.

	"On the other hand, we have our MediaVision Group 
businesses, which are superbly positioned to benefit from the 
worldwide growth in electronic commerce made possible by 
advanced networks.  But they differ markedly from the telephone 
business, both in their fundamentals and in the indicators the 
financial community uses to measure value.

	"We understand that investors have differing needs and 
expectations.  We believe that creating targeted stocks will 
help them realize full value from the company's long-term 
strategy, while at the same time enhancing our financial 
flexibility.  Because we are not creating separate companies, we 
will continue to profit from the combined strategic benefits of 
being a single corporation," McCormick said.

	"And this method of recapitalizing our business will bring 
other benefits, including incentives more directly tied to 
shareowner returns and greater marketplace focus in our 
individual units," McCormick said.

DESCRIPTIONS OF THE "TARGETED" BUSINESSES

	U S WEST Communications Group, headed by Gary Ames, who is 
currently president and chief executive officer of the existing 
U S WEST Communications Group:

	This targeted stock will reflect the value in U S WEST's 
14-state telecommunications business. The group provides a full 
range of communications solutions to more than 25 million 
business, residence and government customers in 14 Western and 
Midwestern states.

	This includes advanced communications services such as 
Caller ID and Voice Messaging and has plans for wireless and 
multimedia video networks. The company also provides advanced 
data and video services through its !NTERPRISE Networking 
Services division.

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	U S WEST MediaVision Group, headed by Chuck Lillis, who is 
currently president and chief executive officer of the U S WEST 
Diversified Group. This targeted stock will include:

	- The U S WEST Multimedia Group, which manages U S WEST's 
entry into domestic broadband markets outside the U S WEST 
Communications states, including the company's investment in 
Time Warner Entertainment and its ownership of cable properties 
in the Atlanta area.

	- The U S WEST NewVector Group, which provides wireless 
services to a rapidly growing base of more than a million 
customers, and 11 PCS licenses won earlier this year in a 
partnership known as PCS PrimeCo.

	- The U S WEST Marketing Resources Group, which connects 
buyers and sellers through telephone directories (including the 
Yellow Pages), database marketing and new-media services, such 
as U S Avenue, CityKey and GOtv.

	- The U S WEST International Group, which provides advanced 
communications and entertainment services to more than 1.8 
million customers in 15 rapidly expanding markets around the 
world.  The group includes TeleWest, the largest provider of 
combined cable and phone services in the U.K., and Mercury One-
2-One, the world's first commercial personal communications 
service, also in the U.K.

	Dick Callahan, executive vice president of U S WEST and 
president and CEO of the U S WEST International Group, will 
report to McCormick for international development activities 
and to Lillis for International Group operations.

SUMMARY

	"We have three main goals in taking this step," McCormick 
said. "First, we want shareowners to be able to capture the 
full value in our business. Second, we want to increase our 
flexibility to grow in the future.  Third, we want to remain a 
consolidated corporate entity because we believe that's the 
best way to execute our long-term strategy.

	"This method of recapitalizing our business allows us to 
continue capturing synergies between the groups, even as we 
make it possible for investors to identify which parts of our 
business are most attractive to them," McCormick said.

	U S WEST is in the connections business, helping customers 
share information, communications and entertainment services in 
local markets worldwide.

				  ###

EX-99

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EXHIBIT 99.2

	      QUESTIONS AND ANSWERS REGARDING
      U S WEST PRESS RELEASE DESCRIBED IN EXHIBIT 99.1

Q.      What factors prompted you to restructure using targeted 
stock instead of other options?

A.      Targeted stock provides numerous benefits including:

- - -       Providing investors a choice

- - -       Enhancing appropriate value recognition on a continuing 
       	basis

- - -       Retaining strategic benefits at a combined entity

- - -       Achieving consistency with our strategic vision

- - -       Enhancing financial flexibility

- - -       Facilitating greater operating focus, incentive alignment 
       	and financial accountability

Q.      Why didn't you completely spin off the U S WEST MediaVision 
Group assets?

A.      Targeted stock offers several advantages over spinning off 
assets.  They include:

- - -       Maintains the strategic benefits of a combined entity, while 
       	enhancing financial flexibility

- - -       Avoiding the costs of operating two separate entities

- - -       Continuing to borrow as a consolidated entity

- - -       Retaining tax consolidation benefits

Q.      What synergies will you capture from this arrangement?

A.      Each targeted group will benefit from the positions and 
expertise of the other group.  Both groups will benefit from 
our national presence and size in equipment purchases, content 
development and access, branding, packaging and similar 
transactions.  We will share human resources expertise and 
skills in the areas of:

- - -       Marketing--packaging product offerings, branding, 
       	competitive response from incumbent provider

- - -       Technology--transfer of knowledge, R&D, equipment and 
       	software capabilities

Q.      Why wasn't the directory business included with the U S WEST 
Communications Group assets?



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A.      Our directory operations have been part of the U S WEST 
Marketing Resources Group--a subsidiary separate from U S WEST 
Communications--since shortly after divestiture.  This unit is 
developing interactive media services such as GOtv and 
U S Avenue.  Since we're expecting aggressive growth from this 
business in both revenue and EBITDA, it's appropriate to place 
it with other high-growth businesses.

Q.      What will be your dividend policy?

A.      The board's intent is to continue the current dividend, all 
paid to owners of the Communications Group stock.

	Although the initial payout ratio within the U S WEST 
Communications Group will be high, we have evaluated this and 
are comfortable with it.  Our goal is to grow earnings, thus 
lowering the payout and offering the potential for dividend 
growth.

Q.      How will this affect your credit rating?

A.      Since the provisions of targeted stock do not affect the way 
debt is raised or change the legal structure of the entity, we 
would not expect to see any change in credit ratings.  The 
legal claims that debt holders have are unchanged by this 
proposal.

Q.      What rights do I have as an owner of targeted stock?

A.      Targeted stock requires that the economic value created by a 
targeted group of assets can benefit only the equity holders of 
those assets.  For example, the cash flows and proceeds from 
asset sales must remain with the group of assets that generates 
these proceeds.

Q.      How will you account for each of the targeted groups?  What 
financial statements will be issued?

A.      U S WEST, Inc. will continue to issue audited, consolidated 
financial statements.  Additionally, both the U S WEST 
Communications Group and the U S WEST MediaVision Group will 
issue audited financial statements.  The reported net income of 
these two entities, when taken together, will reflect 
consolidated U S WEST, Inc. results.  All intragroup accounts 
will have been eliminated and all corporate allocations will be 
reflected in the financials of each targeted group.  U S WEST 
Communications, Inc. will continue to issue audited financial 
statements as a borrower in the public market.

Q.      Are you finished with your domestic cable acquisition plans?

A.      Our domestic affinity group currently passes 28.5 million 
homes (9.6 million at U S WEST Communications, 18.1 million at 
Time Warner, and 0.8 million at Atlanta).  We feel we can 
execute our strategy with that footprint.  However, we are 
interested in expanding if we can find attractive properties at 
good prices.


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Q.      Do you intend to continue pursuing international 
opportunities?

A.      We will continue to evaluate international opportunities.

	We have committed additional capital to Mercury One-2-One 
expansion, as well as investments in Malaysia and Japan.

Q.      Does this announcement preclude you from further 
restructuring?

A.      No.  We believe this is the appropriate action at this 
point.  One of the advantages of targeted stock is our 
continued flexibility.