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:  September 22, 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

 2

Item 7.  Exhibit

99   Press release entitled "U S WEST Files to Stop Time Warner-
     Turner Merger"



































 3

                            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:  September 22, 1995
 



 

 

EX-99

 1
EXHIBIT 99

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

NEWS RELEASE


Release Date:   September 22, 1995

Contact:        Steve Lang, 303-754-5441
                Lois Leach, 303-793-6355

     U S WEST FILES TO STOP TIME WARNER-TURNER MERGER

   - Proposed merger violates Time Warner Entertainment
                  Partnership Agreement -

       - Would create numerous conflicts of interest
                    for Time Warner -

ENGLEWOOD, Colo. - U S WEST (NYSE:USW) today asked the Delaware 
Chancery Court to prevent the proposed merger of Time Warner and 
Turner Broadcasting.

In its complaint, U S WEST says the agreements under which 
U S WEST was admitted to the Timer Warner Entertainment 
partnership include covenants that prohibit the partners from 
competing with each other.

U S WEST says that the Time Warner Entertainment partnership is a 
competitor of Turner Broadcasting, and that ownership of Turner by 
Time Warner would pose conflicts for Time Warner.

When the Time Warner Entertainment Partnership was formed, it was 
the expressed intent of the partners to carry out cable, 
programming and filmed entertainment through one vehicle, U S WEST 
said.  The proposed merger will create endless operational and 
legal problems in terms of conflicts and business opportunities, 
according to the company.


 2
For example, Time Warner would be required to decide whether New 
Line Cinema, which it would own outright, or Warner Bros., of 
which it owns 75 percent, should make a particular film or buy a 
particular script, U S WEST said.

"We have had continuing discussions with Time Warner about these 
issues since the Turner merger first surfaced," said Richard 
McCormick, chairman and CEO of U S WEST.

"We have explained our concerns to Time Warner that the separate 
legal and economic structures of Time Warner Inc. and Time Warner 
Entertainment will make the potential synergies of the Turner 
merger difficult to realize and will create innumerable conflicts 
of interest and violations of fiduciary obligations," McCormick 
said.  "We continue to be available to meet to resolve these 
issues."

McCormick added, "We believe that to protect the rights of our 
shareowners we had no choice but to file this complaint."

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

                             ####