S-8

 As filed with the Securities and Exchange Commission on September 29, 1995.

                               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)

                        Delaware                                              
                                          84-0926774
(State or other jurisdiction of incorporation or organization)                
                                              (I.R.S. Employer 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

                                                                                             
Title of each class of securities to be registered              Amount to       Proposed maximum      Proposed maximum
                                                                 be registered  offering price per     aggregate offering
                                                                                share (1)              price (1)
U S WEST Communications Group Common Stock, $.01 par value (2)      15,000,000
U S WEST Media Group Common Stock, $.01 par value (2)               15,000,000
 Total                                                              30,000,000  $            46.5625  $        698,437,500 

CALCULATION OF REGISTRATION FEE

                                                             
Title of each class of securities to be registered              Amount of
                                                                registration
                                                                 fee (1)
U S WEST Communications Group Common Stock, $.01 par value (2)
U S WEST Media Group Common Stock, $.01 par value (2)
 Total                                                          $     240,843 


______________________________________________________________________________
(1)     The registration fee for all securities registered hereby, $240,843,
    has been calculated as follows:  one twenty-ninth (1/29) of one percent of
    $46.5625 (the average of the high and low prices reported in the
    consolidated reporting system of the New York Stock Exchange on September
    22, 1995) multiplied by 15,000,000 shares of Existing Common Stock of U S
    WEST, Inc.

(2)     Includes Proposed Stock Purchase Rights which, prior to the occurrence
    of certain events, will not be exercisable separately from the
    Communications Stock or Media Stock, as applicable.


     9



                                   PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents have been filed by U S WEST, Inc., a Delaware
corporation ("U S WEST" of the "Company") or U S WEST, Inc., a Colorado
corporation ("U S WEST Colorado") with the Securities and Exchange Commission
(the "Commission"), (File No. 1_8611) and are incorporated herein by
reference:

     (1)     Annual Report on Form 10_K for the year ended December 31, 1994.

     (2)     Quarterly Reports on Form 10_Q for the quarters ended March 31,
1995 and June 30, 1995.

     (3)     Current Reports on Form 8-K dated January 19, 1995, April 10,
1995, April 18, 1995, May 23, 1995 (as amended by Forms 8-K/A filed on July
12, 1995 and August 24, 1995), June 20, 1995, July 28, 1995, September 22,
1995 and September 28, 1995.

     (4)     The description of the Communications Stock, the Media Stock, and
the Communications Rights and Media Rights issuable pursuant to an Amended and
Restated Rights Agreement between the Company and State Street Bank and Trust
Company, as Rights Agent, set forth in Item 4 of the Company's Registration
Statement on Form 8-B filed with the Commission August 23, 1995.

     All documents filed by U S WEST pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this 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 by
reference in this registration statement 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 this registration statement to
the extent that a statement contained herein or in any other subsequently
filed document, 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 this 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.

     Section 145 of the Delaware General Corporation Law (the "DGCL") permits
U S WEST's board of directors to indemnify any person against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with any threatened,
pending or completed action, suit or proceeding in which such person is made a
party by reason of his being or having been a director, officer, employee or
agent of the Registrant, in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933,
as amended (the "Securities Act").  The statute provides that indemnification
pursuant to its provisions is not exclusive of other rights of indemnification
to which a person may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors, or otherwise.

     U S WEST's Restated Certificate of Incorporation and Bylaws provide for
indemnification of its directors and officers to the fullest extent permitted
by law.

     As permitted by sections 102 and 145 of the DGCL, U S WEST's Restated
Certificate of Incorporation eliminates a director's personal liability for
monetary damages to the Registrant and its stockholders arising from a breach
or alleged breach of a director's fiduciary duty except for liability under
section 174 of the DGCL, for liability for any breach of the director's duty
of loyalty to the Registrant or its stockholders, for act or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law or for any transaction which the director derived an improper personal
benefit.

     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, 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.

     Exhibits identified in parentheses below are on file with the SEC, and
are incorporated herein by reference to such previous filings.




       
Exhibit
- --------                                                                             
Number    Description
- --------  ---------------------------------------------------------------------------

(2)       Agreement and Plan of Merger, dated as of August 17, 1995, between
          U S WEST, Inc., a Colorado corporation, and U S WEST, Inc., a Delaware
          corporation (Exhibit 2 to Registration Statement No. 33-59315).

(3-A)     Restated Certificate of Incorporation of U S WEST, Inc., a Delaware
          corporation (Exhibit 3-A to Registration Statement No. 33-59315).

(3-B)     Bylaws of U S WEST, Inc., a Delaware corporation (Exhibit 3-B to
          Registration Statement No. 33-59315).

(4)       Form of Amended and Restated Rights Agreement between U S WEST, Inc.,
          a Delaware corporation, and State Street Bank and Trust Company, as Rights
          Agent (Exhibit 4-A to Registration Statement No. 33-59315).

5         Opinion of Stephen E. Brilz, Senior Attorney and Assistant Secretary of
          U S WEST, Inc., regarding the legality of the Securities being registered.

23-A      Consents of Coopers & Lybrand L.L.P.

23-B      Consent of Ernst & Young LLP

23-C      Consents of KPMG Peat Marwick LLP

23-D      Consent of Arthur Andersen LLP

23-E      The Consent of Stephen E. Brilz, Senior Attorney and Assistant Secretary of
          U S WEST, Inc., is included in the opinion of counsel filed as Exhibit 5.

24        Powers of Attorney executed by directors and officers who signed this
          registration statement.





Item 9.  Undertakings.

(a)       RULE 415 OFFERINGS.

     U S WEST 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 29th day of
September, 1995.

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 T. Anderson*      Acting 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*
     Jerry O. Williams*


        /S/ STEPHEN E. BRILZ
*By ______________________________
     Stephen E. Brilz
     Attorney-in-Fact

Dated:  September 29, 1995




                                EXHIBIT INDEX




       
Exhibit
- --------                   
Number    Description
- --------  -----------------------------------------------------

(2)       Agreement and Plan of merger, dated as of August 17, 1995, between
          U S WEST, Inc., a Colorado corporation, and U S WEST, Inc., a
          Delaware corporation (Exhibit 2 to Registration Statement No.
          33-59315).

(3-A)     Restated Certificate of Incorporation of U S WEST, Inc., a Delaware
          corporation (Exhibit 3-A to Registration Statement No. 33-59315).

(3-B)     Bylaws of U S WEST, Inc., a Delaware corporation (Exhibit 3-B to
          Registration Statement No. 33-59315).

(4)       Form of Amended and Restated Rights Agreement between U S WEST,
          Inc., a Delaware corporation, and State Street59315).

5         Opinion of Stephen E. Brilz, Senior Attorney and Assistant Secretary of
          U S WEST, Inc., regarding the legality of the securities being registered.

23-A      Consents of Coopers & Lybrand L.L.P.

23-B      Consent of Ernst & Young LLP

23-C      Consents of KPMG Peat Marwick LLP

23-D      Consent of Arthur Andersen LLP

23-E      Consent of Stephen E.  Brilz, Senior Attorney and Assistant Secretary of
          U S WEST, Inc., is included in the opinion of counsel filed as Exhibit 5.

24        Powers of Attorney executed by directors and officers who signed this
          registration statement.

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

September 29, 1995



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 September 29, 1995.  The
Registration Statement covers 15,000,000 shares of U S WEST Communications
Group common stock, $.01 par value, and 15,000,000 shares of U S WEST Media
Group common stock, $.01 par value, (the "Shares") 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 Shares.  Based on my examination and
inquiries, it is my opinion that the 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 23-A



                  CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


     We consent to the incorporation by reference in the Registration
Statement of U S WEST, Inc. on Form S-8 of our report, which is included in U
S WEST, Inc.'s Current Report on Form 8-K dated September 28, 1995, which
includes an explanatory paragraph regarding the discontinuance of accounting
for the operations of U S WEST Communications, Inc. in accordance with
Statement of Financial Accounting Standard No. 71, "Accounting for the Effects
of Certain Types of Regulation," in 1933, and a change in the method of
accounting for postretirement benefits other than pensions and other
postemployment benefits in 1992, dated January 18, 1995, on our audits of the
consolidated financial statements of U S WEST, Inc., as of December 31, 1994
and 1993, and for the years ended December 31, 1994, 1993 and 1992.

     We consent to the incorporation by reference in the Registration
Statement of U S WEST, Inc. on Form S-8 of our report, which is included in U
S WEST, Inc.'s Current Report on Form 8-K dated September 28, 1995, which
includes an explanatory paragraph regarding the discontinuance of accounting
of the operations of U S WEST Communications, Inc. in accordance with
Statement of Financial Accounting Standard 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 May 12, 1995, on our audits of the
combined financial statements of U S WEST Communications Group as of December
31, 1994 and 1993, and for the years ended December 31, 1994, 1993 and 1992.

     We consent to the incorporation by reference in the Registration
Statement of U S WEST, Inc. on Form S-8 of our report, which is included in U
S WEST, Inc.'s Current Report on Form 8-K dated September 28, 1995, which
includes an explanatory paragraph regarding a change in the method of
accounting for postretirement benefits other than pensions and other
postemployment benefits in 1992, dated May 12, 1995, on our audits of the
combined financial statements of U S WEST Media Group, as of December 31, 1994
and 1993, and for the years ended December 31, 1994, 1993 and 1992.


/S/ COOPERS & LYBRAND L.L.P.

Denver, Colorado
September 29, 1995



EXHIBIT 23-A (continued)


                  CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


     We consent to the incorporation by reference in the Registration
Statement of U S WEST, Inc. on Form S-8 of our reports, which are included in
U S WEST, Inc.'s Annual Report on Form 10-K, which include an explanatory
paragraph regarding the discontinuance of accounting for the operations of U S
WEST Communications, Inc. in accordance with Statement of Financial Accounting
Standard 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
18, 1995, on our audits of the consolidated financial statements and
consolidated financial statement schedule of U S WEST, Inc., as of December
31, 1994 and 1993, and for the years ended December 31, 1994, 1993 and 1992.


/S/ COOPERS & LYBRAND L.L.P

Denver, Colorado
September 29, 1995

EX-23

EXHIBIT 23-B

                       CONSENT OF INDEPENDENT AUDITORS


 We consent to the incorporation by reference in the Registration Statement on
Form S-8 of U S WEST, Inc. pertaining to the U S WEST, Inc. 1994 Stock Plan of
our report dated February 7, 1995, with respect to the consolidated financial
statements of Time Warner Entertainment Company, L.P. included in the Current
Report on Form 8-K of U S WEST, Inc. dated May 23, 1995, as amended by Forms
8-K/A on July 12, 1995 and August 24, 1995, filed with the Securities and
Exchange Commission.


/S/ ERNST & YOUNG LLP

New York, New York
September 28, 1995

EX-23

EXHIBIT 23-C

                       INDEPENDENT ACCOUNTANTS' CONSENT


 We consent to the use of our report dated March 25, 1994, relating to the
consolidated financial statements of Wometco Cable Corp. and subsidiaries,
which report is included in the current report on Form 8-K of U S WEST, dated
May 23, 1995, as amended, incorporated herein by reference in the registration
statement on Form S-8 of U S WEST, Inc.

 Our report on the 1993 consolidated financial statements of Wometco Cable
Corp. and subsidiaries refers to a change in the method of accounting for
income taxes in 1993 to adopt the provisions of the Financial Accounting
Standards Board's FASB No. 109, Accounting for Income Taxes.


/S/ KPMG PEAT MARWICK LLP

Miami, Florida
September 29, 1995


EXHIBIT 23-C (continued)

                       INDEPENDENT ACCOUNTANTS' CONSENT


 We consent to the use of our report dated February 25, 1994, relating to the
combined financial statements of Georgia Cable Holdings Limited Partnership
and Subsidiary Partnerships, which report is included in the current report on
Form 8-K of U S WEST, dated May 23, 1995, as amended, incorporated herein by
reference in the registration statement on Form S-8 of U S WEST, Inc.


/S/ KPMG PEAT MARWICK LLP

Miami, Florida
September 29, 1995

EX-23

EXHIBIT 23-D

                       CONSENT OF INDEPENDENT AUDITORS


 As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-8 of U S WEST, Inc.
relating to the U S WEST, Inc. 1994 Stock Plan, of our report dated 3 July
1995 with respect to the financial statements of Mercury Personal
Communications for the year ended 31 March 1995 included in the Current Report
on Form 8-K of U S WEST, Inc. dated May 23, 1995, as amended by Form 8-K/A,
filed with the Securities and Exchange Commission.



/S/ ARTHUR ANDERSEN
Chartered Accountants and Registered Auditors


London, England
September 29, 1995

EX-24

EXHIBIT 24

                              POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS:

     WHEREAS, U S WEST, Inc., a Delaware 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,
Registration Statements including related prospectuses (all effectively
referred to as the "Registration Statements") on Forms S-3 and S_8 for the
registration of U S WEST Communications Group Common Stock and U S WEST
Multimedia Group Common Stock, on terms generally described at this meeting;
and

     WHEREAS, each of the undersigned is an Officer or Director, or both, of
the Company as indicated below each signature;

     NOW, THEREFORE, each of the undersigned constitutes and appoints JAMES T.
ANDERSON, BARBARA M. JAPHA, STEPHEN E. BRILZ, and CHARLES J. BURDICK, and each
of them, as attorneys for him and in his name, place, and stead, and in his
capacity as an Officer or Director of the Company, to execute and file such
Registration Statements, including the related prospectus, and thereafter to
execute and file any amended registration statement or statements and amended
prospectus or prospectuses or amendments or supplements to any of the
foregoing, 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 he 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 this 21st day of September, 1995.


/s/ JAMES T. ANDERSON
_____________________________________
James T. Anderson
Acting Executive Vice President and
Chief Financial Officer




EXHIBIT 24

                              POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS:

     WHEREAS, U S WEST, Inc., a Delaware 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,
Registration Statements including related prospectuses (all effectively
referred to as the "Registration Statements") on Forms S-3 and S_8 for the
registration of U S WEST Communications Group Common Stock and U S WEST
Multimedia Group Common Stock, on terms generally described at this meeting;
and

     WHEREAS, each of the undersigned is an Officer or Director, or both, of
the Company as indicated below each signature;

     NOW, THEREFORE, each of the undersigned constitutes and appoints JAMES T.
ANDERSON, BARBARA M. JAPHA, STEPHEN E. BRILZ, and CHARLES J. BURDICK, and each
of them, as attorneys for him and in his name, place, and stead, and in his
capacity as an Officer or Director of the Company, to execute and file such
Registration Statements, including the related prospectus, and thereafter to
execute and file any amended registration statement or statements and amended
prospectus or prospectuses or amendments or supplements to any of the
foregoing, 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 he 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 this 4th day of August, 1995.


/s/ RICHARD D. McCormick
______________________________
Richard D. McCormick
Chairman of the Board, Chief
Executive Officer and President


EXHIBIT 24
                              POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS:

     WHEREAS, U S WEST, Inc., a Delaware 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,
Registration Statements including related prospectuses (all effectively
referred to as the "Registration Statements") on Forms S-3 and S_8 for the
registration of U S WEST Communications Group Common Stock and U S WEST
Multimedia Group Common Stock, on terms generally described at this meeting;
and

     WHEREAS, each of the undersigned is a Director of the Company;

     NOW, THEREFORE, each of the undersigned constitutes and appoints JAMES T.
ANDERSON, BARBARA M. JAPHA, STEPHEN E. BRILZ, and CHARLES J. BURDICK, and each
of them, as attorneys for him or her and in his or her name, place, and stead,
and in his or her capacity as a Director of the Company, to execute and file
such Registration Statements, including the related prospectus, and thereafter
to execute and file any amended registration statement or statements and
amended prospectus or prospectuses or amendments or supplements to any of the
foregoing, 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 he or she 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 this 4th day of August, 1995.




                       

/s/ RICHARD CHENEY        /s/ SHIRLEY M.HUFSTEDLER
Richard Cheney            Shirley M. Hufstedler

/s/ REMEDIOS DIAZ-OLIVER  /s/ ALLEN F. JACOBSON
Remedios Diaz-Oliver      Allen F. Jacobson

/s/ GRANT A. DOVE         /s/ MARILYN CARLSON NELSON
Grant A. Dove             Marilyn Carlson Nelson

/s/ ALLAN D. GILMOUR                /s/ FRANK POPOFF
Allan D. Gilmour          Frank Popoff