8-K

2
8K10796.DOC



                                UNITED STATES
                      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 (Date of earliest event reported):  October 7, 1996




                                U S WEST, Inc.
            (Exact name of registrant as specified in its charter)






                                     

A Delaware Corporation    Commission File  IRS Employer Identification
(State of incorporation)  Number 1-8611    No. 84-0926774





              7800 East Orchard Road, Englewood, Colorado 80111
                   (Address of principal executive offices)


                       Telephone Number (303) 793-6500
             (Registrant's telephone number, including area code)


Item  5.    Other  Events

     U  S WEST, Inc. issued a press release regarding the closing date for the
merger  of  U  S  WEST  Media  Group  and  Continental Cablevision in the form
attached  hereto  as  Exhibit  99.


Item  7.    Exhibits

Exhibit          Description

99     Press Release issued October 7, 1996 entitled "U S WEST Media Group and
Continental  Cablevision  Near  Closing  Date  for  Merger."



                                  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
Assistant  Secretary

Dated:    October  7,  1996

EX-99

  1
EXHIBIT  99






                          

Release Date:  October 7, 1996

Contacts:      Steve Lang       Rob Stoddard
               U S WEST         Continental Cablevision
                  303-793-6290             617-854-3138




               U S WEST MEDIA GROUP AND CONTINENTAL CABLEVISION
                         NEAR CLOSING DATE FOR MERGER

          - Companies agree to price of U S WEST shares to be used -


     U  S  WEST  Media  Group  (NYSE:  UMG)  and  Continental Cablevision have
resolved  remaining  financial  issues and expect to close their merger by the
end  of  November,  the  companies  said  today.

     The  two  companies  have  agreed that each share of U S WEST Media Group
stock  used  in the transaction will be valued by Continental at $21. The deal
remains  the  same  in  all  other  significant  respects.

     "We're  pleased  to  get  on  with  this merger," said Richard McCormick,
chairman  and CEO of U S WEST, Inc. "It's an important step in our strategy to
become a world leader in the delivery of integrated information, entertainment
and  communications  services."

     Amos  B.  Hostetter,  Jr.,  chairman  and CEO of Continental, said, "This
merger  is  clearly the right thing for our business and now is the time to do
it.  The  combined  resources  of  Media  Group  and Continental will create a
powerhouse  in  the  emerging  communications,  entertainment  and information
markets.  We're  prepared  to proceed with the $21 price because, in our view,
the  stock  is  currently  undervalued  by  the  market."

     Chuck  Lillis, president and CEO of Media Group, said, "I have called our
Continental  merger  a  'defining  moment'  for Media Group, because cable now
represents  65  percent  of  our
business.  Since  beginning  our  strategy  more  than four years ago, we have
gained  access  to 26 million homes in the U.S. and another 13 million abroad.
And  our  footprint  is  highly  clustered  in  the  premier  large  markets."

                                    (More)


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     The  companies  said  setting  a fixed price for the U S WEST Media Group
shares  recognizes  two important things. First, even though cable stocks have
been  trading  lower since the merger was announced, the relative value of the
two companies hasn't changed. Second, both companies remain fiercely committed
to networks that can deliver customized packages of interactive entertainment,
communications  and  information  services,  and are eager to work together to
deploy  them.

     Under  the  initial  merger agreement, the transaction was based on a U S
WEST Media Group share price of between $20.88 and $28.18.  Media Group shares
closed  Friday  at  $16-7/8.

     The  $5.3  billion  equity  portion  of  the  merger  agreement calls for
consideration  of $1 billion in U S WEST preferred stock, convertible to Media
Group  common  stock;  and,  at U S WEST's option, between $1 billion and $1.5
billion  in cash, and $2.8 billion to $3.3 billion in shares of U S WEST Media
Group  common. With the price fixed at $21, this means between 133 million and
157  million  shares  will be used. As of the end of the second quarter, Media
Group had 474 million shares outstanding. The convertible securities also will
be  priced  based  on  a  $21  value  for  U  S  WEST  Media  Group  common.

     In  addition  to agreeing on financial terms, the two companies also said
they  have  received  approval  for  the  merger  from  franchise  authorities
representing  more  than  90 percent of Continental's customers, and expect to
receive  additional  approvals  before  closing.  Finally,  the  companies are
optimistic  they  will  receive required Federal Communications Commission and
U.S.  Department  of  Justice  approvals.

     Continental  Cablevision,  Inc.,  the  nation's  third-largest  broadband
telecommunications  company,  serves  more  than  4.2  million customers in 20
states  and  is  part owner of companies providing cable television service in
Argentina  and  Singapore,  and broadband communication services in Australia.

     The  U  S  WEST  Media  Group  (NYSE:  UMG)  is  involved in domestic and
international  cable and telephony, wireless communications, and directory and
information  services.  For  1995, U S WEST Media Group reported proportionate
revenues of $5.1 billion.  Media Group is one of two major groups that make up
U  S  WEST,  a  company  in  the connections business, helping customers share
information,  entertainment  and  communications  services  in  local  markets
worldwide.    U  S WEST's other major group, U S WEST Communications, provides
telecommunications  services  to  more than 25 million customers in 14 western
and  midwestern  states.
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