S-8

  
As filed with the Securities and Exchange Commission on  
December 16, 1994.  
Registration No. 33-  
- -------------------------------------------------------  
SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  
  
  
FORM S-8  
REGISTRATION STATEMENT   
UNDER THE SECURITIES ACT OF 1933  
  
  
U S WEST, Inc.  
(Exact name of registrant as specified in its charter)  
  
Colorado                                84-0926774   
(State or other jurisdiction          (I.R.S. Employer  
of incorporation or organization)   Identification No.)  
  
  
7800 East Orchard Road  
Englewood, Colorado 80111  
(303) 793-6500  
(Address, zip code, telephone number, and area code, of  
registrant's principal executive offices)  
  
  
U S WEST, INC. 1994 STOCK PLAN  
(Full title of the Plan)  
  
  
STEPHEN E. BRILZ, ESQ.  
U S WEST, INC.  
7800 East Orchard Road  
Englewood, Colorado 80111  
(303) 793-6626  
(Name, address, zip code, telephone number and area  
code, of agent for service)  
  
  
CALCULATION OF REGISTRATION FEE  
  
- -------------------------------------------------------  
                        Proposed  Proposed   
Title of     Amount     maximum   maximum    Amount  
securities   to be      offering  aggregate  of  
to be        regis-     price per offering   registra-  
registered   tered(1)    share(2) price(2)   tion fee  
- -------------------------------------------------------  
                                     
Common  
Stock  
(without  
par value)   15,000,000 $34.9375  $524,062,500 $180,713  
- -------------------------------------------------------  
 

  
(1)	Plus such indeterminate number of additional  
shares as may be required to be issued in the event of  
an adjustment as a result of an increase in the number  
of issued shares of common stock resulting from a stock  
split, stock dividend or certain other capital  
adjustments.  
  
(2)	Estimated solely for the purpose of determining  
the amount of the registration fee in accordance with  
Rule 457(c).  
  

- -------------------------------------------------------  
  
  
PART II  
  
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT  
  
Item 3.  Incorporation of Documents by Reference.  
  
The following documents heretofore filed by U S WEST,  
Inc. ("U S WEST"), (SEC File No. 1-8611) under the  
Securities Exchange Act of 1934 (the "Exchange Act")  
with the Securities and Exchange Commission (the  
"Commission") are incorporated herein by reference: (i)  
U S WEST's Annual Report on Form 10-K for the year  
ended December 31, 1993; (ii) U S WEST's Current  
Reports on Form 8-K dated January 21, 1994, February  
24, 1994, April 1, 1994, April 18, 1994, June 24, 1994,  
July 15, 1994, July 18, 1994, July 25, 1994, October  
18, 1994 and December 9, 1994 (iii) U S WEST's  
Quarterly Reports on Form 10-Q for the quarters ended,  
March 31, 1994, June 30, 1994 and September 30, 1994;  
(iv) the description of Common Stock of U S WEST  
contained in Item 11 of U S WEST's Registration  
Statement on Form 10, filed with the Commission on  
November 16, 1983, as amended by a Form 8 filed on June  
22, 1989; and (v) the description of preferred stock  
purchase rights as set forth in Item 1 of U S WEST's  
Registration Statement on Form 8-A, filed on April 18,  
1989.  
  
All documents filed by U S WEST pursuant to Sections  
13(a), 13(c), 14 or 15(d) of the Exchange Act after the  
date of the registration statement and prior to the  
filing of a post-effective amendment which indicates  
that all securities offered have been sold or which  
deregisters all securities then remaining unsold shall  
be deemed to be incorporated in the registration  
statement by reference and to be a part hereof from the  
date of filing of such documents.  Any statement  
contained in a document incorporated or deemed to be  
incorporated by reference herein shall be deemed to be  
modified or superseded for purposes of the registration  
statement to the extent that a statement contained  
herein or in any other subsequently filed documents  
which also is or is deemed to be incorporated by  
reference herein modifies or supersedes such statement.   
Any such statement so modified or superseded shall not  
be deemed, except as so modified or superseded, to  
constitute a part of the registration statement.  
  
Item 4.  Description of Securities.  
  
The class of securities to be offered hereby is  
registered under Section 12 of the Exchange Act.  
  
Item 5.  Interests of Named Experts and Counsel.  
  
Not Applicable.  
  
  
  
Item 6.  Indemnification of Directors and Officers.  
  
The Bylaws of U S WEST provide for the indemnification  
of directors and officers to the extent permissible  
under applicable law.  Sections 7-109-101 through 7- 
109-110 of the Colorado Business Corporation Act (the  
"CBCA") specify the circumstances under which a  
corporation may indemnify its directors, officers,  
employees, fiduciaries or agents.  For acts done in a  
person's "official capacity," the CBCA generally  
requires that an act be done in good faith and in a  
manner reasonably believed to be in the best interests  
of the corporation.  In all other civil cases, the  
person must have acted in good faith and in a way that  
was not opposed to the corporation's best interests.   
In criminal actions or proceedings, the CBCA imposes an  
additional requirement that the actor had no reasonable  
cause to believe his conduct was unlawful.  In any  
proceeding by or in the right of the corporation, or  
charging a person with the improper receipt of a  
personal benefit, no indemnification can be made,  
except that in a proceeding by or in the right of the  
corporation, indemnification for reasonable expenses  
incurred in connection with such proceeding is  
permitted.  Indemnification is mandatory when any  
director or officer is wholly successful, on the merits  
or otherwise, in defending any civil or criminal  
proceeding.  
  
The directors and officers of U S WEST are covered by  
insurance policies indemnifying them against certain  
liabilities, including certain liabilities arising  
under the Securities Act of 1933, which might be  
incurred by them in such capacities and against which  
they cannot be indemnified by U S WEST.  
  
  
Item 7.  Exemption from Registration Claimed.  
  
	Not Applicable.  
  
  
Item 8.  Exhibits.  
  
Exhibit No.    Description  
              
 5             Opinion of Stephen E. Brilz, Senior  
Attorney  
               as to the legality of the Securities to  
be   
               issued.  
  
23A            Consent of Coopers & Lybrand L.L.P.  
  
23B            The Consent of Stephen E. Brilz is  
               included in the opinion of counsel filed  
               as Exhibit 5  
  
24             Powers of Attorney.  
  
  
Item 9.  Undertakings.  
  
(a)  Rule 415 offerings.  
  
The undersigned registrant hereby undertakes:  
  
(1)  To file, during any period in which offers or  
sales are being made, a post-effective amendment to the  
registration statement:  
  
     (i)    To include any prospectus required by  
Section 10(a)(3) of the Securities Act of 1933;  
  
     (ii)   To reflect in the prospectus any facts or  
events arising after the effective date of the  
registration statement (or the most recent post- 
effective amendment thereof) which, individually or in  
the aggregate, represent a fundamental change in the  
information set forth in the registration statement;  
  
  
     (iii)  To include any material information with  
respect to the plan of distribution not previously  
disclosed in the registration statement or any material  
change to such information in the registration  
statement;  
  
Provided, however, that paragraphs (a)(1)(i) and  
(a)(1)(ii) do not apply if the information required to  
be included in a post-effective amendment by those  
paragraphs is contained in periodic reports filed by  
the registrant pursuant to Section 13 or Section 15(d)  
of the Securities Exchange Act of 1934 that are  
incorporated by reference in the registration  
statement.  
  
(2)  That, for the purpose of determining any liability  
under the Securities Act of 1933, each such post- 
effective amendment shall be deemed to be a new  
registration statement relating to the securities  
offered therein, and the offering of such securities at  
that time shall be deemed to be the initial bona fide  
offering thereof.  
  
(3)  To remove from registration by means of a post- 
effective amendment any of the securities being  
registered which remain unsold at the termination of  
the offering.  
  
(b)  Filings incorporating subsequent Exchange Act  
documents by reference.  
  
The undersigned registrant hereby undertakes that, for  
purposes of determining any liability under the  
Securities Act of 1933, each filing of the registrant's  
annual report pursuant to Section 13(a) or Section  
15(d) of the Securities Exchange Act of 1934 (and,  
where applicable, each filing of an employee benefit  
plan's annual report pursuant to Section 15(d) of the  
Securities Exchange Act of 1934) that is incorporated  
by reference in the registration statement shall be  
deemed to be a new registration statement relating to  
the securities offered therein, and the offering of  
such securities at that time shall be deemed to be the  
initial bona fide offering thereof.  
  
  
  
(c)  Form S-8 Undertakings.  
  
     Insofar as indemnification for liabilities arising  
under the Securities Act of 1933 may be permitted to  
directors, officers and controlling persons of the  
registrant pursuant to the foregoing provisions, or  
otherwise, the registrant has been advised that in the  
opinion of the Securities and Exchange Commission such  
indemnification is against public policy as expressed  
in the Act and is, therefore, unenforceable.  In the  
event that a claim for indemnification against such  
liabilities (other than the payment by the registrant  
of expenses incurred or paid by a director, officer or  
controlling person of the registrant in the successful  
defense of any action, suit or proceeding) is asserted  
by such director, officer or controlling person in  
connection with the securities being registered, the  
registrant will, unless in the opinion of its counsel  
the matter has been settled by controlling precedent,  
submit to a court of appropriate jurisdiction the  
question whether such indemnification by it is against  
public policy as expressed in the Act and will be  
governed by the final adjudication of such issue.  
 
  
  
  
SIGNATURES  
  
The Registrant.  
  
Pursuant to the requirements of the Securities Exchange  
Act of 1933, U S WEST, Inc. certifies that it has  
reasonable grounds to believe that it meets all the  
requirements for filing on Form S-8 and has duly caused  
this Registration Statement to be signed on its behalf  
by the undersigned, thereunto duly authorized, in the  
city of Englewood, State of Colorado, on the 16th day  
of December, 1994.  
  
  
U S WEST, Inc.  
  
  
  
     /s/ Stephen E. Brilz  
By:  
    -------------------------  
     Stephen E. Brilz  
     Assistant Secretary  
  
  
  
Pursuant to the requirements of the Securities Exchange  
Act of 1933, this Registration Statement has been  
signed by the following persons in the capacities and  
on the date indicated.  
  
PRINCIPAL EXECUTIVE OFFICER:  
  
Richard D. McCormick*        Chairman of the Board,  
                               President and Chief  
                                 Executive Officer  
  
  
PRINCIPAL FINANCIAL 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 F. Jacobson*  
     Richard D. McCormick*  
     Marilyn C. Nelson*  
     Frank Popoff*  
     Glen L. Ryland*  
     Jerry O. Williams*  
     Daniel Yankelovich*  
  
  
     /s/ Stephen E. Brilz  
*By   
     ------------------------  
     Stephen E. Brilz  
     Attorney-in-Fact  
  
Dated:     December 16, 1994  
  
  
  
EXHIBIT INDEX  
  
  
Exhibit No.     Exhibit Description  
  
               
 5              Opinion of Stephen E. Brilz, Senior   
                Attorney, as to the legality of the   
                securities to be issued.  
  
23A             Consent of Coopers & Lybrand L.L.P.  
  
23B             The consent of Stephen E.  Brilz is 
                included in the opinion of counsel  
                filed as Exhibit                 5.  
  
24              Powers of Attorney.  
 

EX-5

 
EXHIBIT 5 
 
U S WEST, Inc. 
7800 East Orchard Road 
Suite 480 
Englewood, Colorado  80111 
 
Stephen E. Brilz 
Senior Counsel-Securities and 
Assistant Secretary 
 
December 16, 1994 
 
 
U S WEST, Inc. 
7800 East Orchard Road 
Englewood, Colorado  80111 
 
Ladies and Gentlemen: 
 
I refer to the registration statement on Form S-8 (the 
"Registration Statement") under the Securities Act of 
1933, as amended, to be filed by U S WEST, Inc. a 
Colorado corporation, (the "Company"), with the 
Securities and Exchange Commission (the "Commission") 
on December 16, 1994.  The Registration Statement 
covers 15,000,000 additional shares (the "Additional 
Shares") of the Company's common stock, without par 
value, which may be issued from time to time pursuant 
to the U S WEST, Inc. 1994 Stock Plan (the "Plan"). 
 
I have made such legal and factual examinations and 
inquiries as I deemed advisable for the purpose of 
rendering this opinion.  I am familiar with the 
proceedings taken and proposed to be taken in 
connection with the authorization, issuance and sale of 
the Additional Shares.  Based on my examination and 
inquiries, it is my opinion that the Additional Shares, 
upon issuance thereof in accordance with the terms of 
the Plan will be validly issued, fully paid, and non-
assessable. 
 
I hereby consent to the filing of this opinion as an 
exhibit to the Registration Statement. 
 
Very truly yours, 
 
/s/ Stephen E. Brilz 
 
Stephen E. Brilz 
 

EX-23

 
 
EXHIBIT 23A 
 
 
 
CONSENT OF INDEPENDENT ACCOUNTANTS 
 
 
We consent to the incorporation by reference in the 
registration statement of U S WEST, Inc. (the 
"Company") on Form S-8 of our reports, which include an 
explanatory paragraph regarding the Company's 
discontinuance of accounting for the operations of U S 
WEST Communications, Inc. in accordance with Statement 
of Accounting Standards No. 71, "Accounting for the 
Effects of Certain Types of Regulation," in 1993, and a 
change in the method of accounting for postretirement 
benefits other than pensions and other postemployment 
benefits in 1992, dated January 20, 1994, except for 
the last paragraph in Note 8, for which the date is 
February 23, 1994, on our audits of the consolidated 
financial statements and the consolidated financial 
statement schedules of U S WEST, Inc., as of December 
31, 1993 and 1992, and for the three years ended 
December 31, 1993, 1992 and 1991. 
 
 
/s/ Coopers & Lybrand L.L.P. 
 
Denver, Colorado 
December 16, 1994 
 
 
 
 
 
 
 

EX-24

 
EXHIBIT 24 
 
POWER OF ATTORNEY 
 
 
KNOW ALL MEN BY THESE PRESENTS: 
 
WHEREAS, U S WEST, Inc., a Colorado corporation 
(hereinafter referred to as the "Company"), proposes to 
file with the Securities and Exchange Commission, under 
the provisions of the Securities Act of 1933, as 
amended, a Registration Statement with respect to 
shares of common stock of the Company to be issued and 
sold by the Company in connection with the U S WEST, 
Inc. 1994 Stock Plan; and  
 
WHEREAS, each of the undersigned is an Officer or 
Director, or both, of the Company as indicated below 
each signature;  
 
NOW, THEREFORE, the undersigned constitutes and 
appoints BARBARA M. JAPHA and STEPHEN E. BRILZ, and 
each of them, as attorneys for me in my name, place, 
and stead, and in my capacity with the Company, to 
execute and file such Registration Statement and 
thereafter to execute and file any amended registration 
statement or statements hereby giving and granting to 
said attorneys full power and authority to do and 
perform all and every act and thing whatsoever 
requisite and necessary to be done in and about the 
premises as fully, to all intents and purposes, as I 
might or could do if personally present at the doing 
thereof, hereby ratifying and confirming all that said 
attorneys may or shall lawfully do, or cause to be 
done, by virtue hereof.  
 
IN WITNESS WHEREOF, each of the undersigned has 
executed this Power of Attorney as of the 2nd day of 
December, 1994. 
 
 
/s/ Richard D. McCormick 
 
Richard D. McCormick 
Chairman of the Board, President 
   and Chief Executive Officer

/s/ James M. Osterhoff 
 
James M. Osterhoff 
Executive Vice President and 
   Chief Financial Officer 
 
 
 
 
 
 
 
EXHIBIT 24 
POWER OF ATTORNEY 
 
KNOW ALL MEN BY THESE PRESENTS: 
 
WHEREAS, U S WEST, Inc., a Colorado corporation 
(hereinafter referred to as the "Company"), proposes to 
file with the Securities and Exchange Commission, under 
the provisions of the Securities Act of 1933, as 
amended, a Registration Statement with respect to 
shares of common stock of the Company to be issued and 
sold by the Company in connection with the U S WEST, 
Inc. 1994 Stock Plan; and  
 
WHEREAS, each of the undersigned is a Director of the 
Company; 
 
NOW, THEREFORE, the undersigned constitutes and 
appoints BARBARA M. JAPHA and STEPHEN E. BRILZ, and 
each of them, as attorneys for me in my name, place, 
and stead, and in each of my capacities with the 
Company, to execute and file such Registration 
Statement and thereafter to execute and file any 
amended registration statement or statements hereby 
giving and granting to said attorneys full power and 
authority to do and perform all and every act and thing 
whatsoever requisite and necessary to be done in and 
about the premises as fully, to all intents and 
purposes, as I might or could do if personally present 
at the doing thereof, hereby ratifying and confirming 
all that said attorneys may or shall lawfully do, or 
cause to be done, by virtue hereof.  
 
IN WITNESS WHEREOF, each of the undersigned has 
executed this Power of Attorney as of the 2nd day of 
December, 1994. 
 
/s/ Richard Cheney         /s/ Remedios Diaz-Oliver 
Richard Cheney             Remedios Diaz-Oliver
 
/s/ Grant A. Dove          /s/ Allan D. Gilmour 
Grant A. Dove              Allan D. Gilmour
 
/s/ Pierson M. Grieve      /s/ Shirley M. Hufstedler 
Pierson M. Grieve          Shirley M. Hufstedler
 
/s/ Allen F. Jacobson      /s/ Marilyn C. Nelson 
Allen F. Jacobson          Marilyn C. Nelson
 
/s/ Frank Popoff           /s/ Glen L. Ryland 
Frank Popoff               Glen L. Ryland
 
/s/ Jerry O. Williams      /s/ Daniel Yankelovich 
Jerry O. Williams          Daniel Yankelovich