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: December 8, 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


 2

Item 7.  Exhibits

     99    Press release entitled "U S WEST Announces Plan to
           Buy Back Stock, Completes  Acquisition of Atlanta
           Cable Properties" issued on December 8, 1994.


































 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: December 8, 1994
  

EX-99

EXHIBIT 99

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

NEWS RELEASE



Release Date:     December 8, 1994

Contact:          Investor Relations, 303-793-6356

         U S WEST ANNOUNCES PLAN TO BUY BACK STOCK,
     COMPLETES ACQUISITION OF ATLANTA CABLE PROPERTIES

ENGLEWOOD, Colo. -- U S WEST has completed the acquisition
of Wometco Cable Corp. and the Georgia and Atlanta Cable
Television partnerships in the Atlanta area.

     The $1.2 billion acquisition was made with 12,779,206
shares of U S WEST common stock, valued at $459 million, as
well as cash and assumed debt.

     "This acquisition is an important step in U S WEST's
strategy to build long-term shareowner value by expanding
our customer base outside the company's 14-state territory,"
said Richard McCormick, U S WEST chairman and CEO.  "We're
excited about Atlanta because these cable properties broaden
U S WEST's multimedia 'footprint' in one of the most
attractive markets in the country."

     McCormick also said that, given U S WEST's current
stock price, the company intends to purchase shares in the
market up to an amount equal to those issued for the Atlanta
acquisition.  The buy-back plan is contingent on market
conditions.

     "Buying U S WEST shares reflects our view of the
stock's tremendous value today and a commitment to executing
our strategy in a way that maximizes value for our
shareowners," he said.

     The plan to acquire the cable systems was announced in
July.  The systems serve 466,000 customers, which represents
about 65 percent of the cable customers in the Atlanta area.

     The systems are held by Southern Multimedia
Communications, a wholly owned subsidiary of the U S WEST
Multimedia Group.

     U S WEST is in the connections business, helping
customers share information, entertainment and
communications services in local markets worldwide.  The
U S WEST Multimedia Group manages U S WEST's entry into
domestic wired markets outside the 14 states served by
U S WEST Communications and develops multimedia opportunities
for U S WEST.

                               ###