Registration Nos. 33-50049, 33-50049-01, 33-19226
     and 33-19226-01

     Filing under Rule 424(b)(3)

PRICING SUPPLEMENT NO. 38 DATED FEBRUARY 1, 1996
(To Prospectus dated October 3, 1995, as supplemented by Prospectus
Supplements dated October 13, 1995 and November 1, 1995)


                        U S WEST CAPITAL FUNDING, INC.

                              MEDIUM-TERM NOTES

                  DUE NINE MONTHS OR MORE FROM DATE OF ISSUE

                 UNCONDITIONALLY GUARANTEED AS TO PAYMENT OF
                 PRINCIPAL, PREMIUM, IF ANY, AND INTEREST BY

                                U S WEST, INC.
                             ____________________






                          

Aggregate Principal Amount:  $       5,000,000 

Settlement Date:             February 6, 1996

Maturity:                    February 6, 2003

Coupon:                                   6.00%




PURCHASE AS PRINCIPAL

      This Pricing Supplement relates to $5,000,000 aggregate principal amount
of  Notes  that  are  being purchased, as principal, by Merrill Lynch, Pierce,
Fenner & Smith Incorporated ("Merrill Lynch") for resale to investors at
varying  prices  relating to prevailing market prices at the time of resale as
determined by Merrill Lynch.  The net proceeds payable by Merrill Lynch to U S
WEST Capital Funding, Inc. ("Capital Funding") will be 99.40% of the aggregate
principal  amount  of  the  Notes, or $4,970,000, before deduction of expenses
payable by Capital Funding.  In connection with the sale of the Notes, Merrill
Lynch  may be deemed to have received compensation in the form of underwriting
discounts in the amount of 0.60% of the aggregate principal amount of the
Notes, or $30,000.