8-K

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               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:  February 24, 1994




                         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    Press release entitled "U S WEST Legal Settlement
           Triggers Stock Issuance," issued by U S WEST, Inc. on
           February 23, 1994.












































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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:  February 24, 1994

EX-99

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EXHIBIT 99

NEWS RELEASE

Release Date:  Feb. 23, 1994

Contact:       Lois Leach, 303-793-6355

        U S WEST LEGAL SETTLEMENT TRIGGERS STOCK ISSUANCE

     ENGLEWOOD, CO. -- U S WEST (NYSE: USW) today announced that
it expects to issue up to an estimated 5.6 million shares of
common stock, at $38.38 per share, in settlement of a class
action lawsuit initially filed in December 1991 against the
company and other individuals.  The company will issue the shares
directly to participating class members, without using
underwriters.

     U S WEST denied the allegations in the suit, but agreed to
settle to avoid costly, time-consuming litigation and to serve
the best interests of shareholders, customers and employees.

     The settlement was approved by the U.S. District Court in
Denver last November.  It offered eligible class members the
right to purchase shares of U S WEST stock at a 3 percent
discount and with no brokerage fees.  The $38.38 price represents
the average of today's high and low trading prices of U S WEST
common stock on the New York Stock Exchange ($39.56), minus the 3
percent discount.

     Class members who chose to participate were required to
tender amounts pursuant to the rights offering by yesterday. 
Based on the dollar amounts tendered at yesterday's close of
business, U S WEST estimates that 5.6 million is the maximum
number of shares that can potentially be issued through this
offering.  This maximum amount is only an estimate, since
tabulation of payments is not final.

     This offering is unrelated to U S WEST's November 1993
equity offering, in which 22 million shares were issued to the
public through underwriters.

     U S WEST is in the connections business, helping customers
share information, entertainment and communications services in
local markets worldwide.  Its major subsidiary, U S WEST
Communications, provides services to 25 million customers in 14
western and midwestern states.

                               ###

     NOTE:  COPIES OF THE PROSPECTUS WILL BE DISTRIBUTED BY
            U S WEST TO PARTICIPATING CLASS MEMBERS.