SCHEDULE 14A
                     SCHEDULE 14 INFORMATION

Proxy Statement Pursuant to Section 14(a) of 
the Securities Exchange Act of 1934

Filed by the Registrant       [   ]

Filed by a Party other than the Registrant        [ X ]

Check the appropriate box:

[ ]  Preliminary Proxy Statement

[X  ]  Definitive Proxy Statement

[  ]  Definitive Additional Materials

[  ]  Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12

Name of Registrant as Specified in Its Charter:

US West, Inc.

Name of Person(s) Filing Proxy Statement:

United Food & Commercial Workers Union, Local 99R

Payment of Filing Fee (check the appropriate box)

[X ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
     
     14a-6(j) (2).

[  ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).

[  ] Fee computed on table below per Exchange Act Rules 14a-
6(i)(4) and 0-11.

     1)  Title of each class of securities to which transaction
applies:
  ____________________________________________________________

     2) Aggregate number of securities to which transaction
applies:

 _____________________________________________________________


     3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:  (1)

 _____________________________________________________________

     4) Proposed maximum aggregate value of transaction:

 _____________________________________________________________ 

(1) Set forth the amount on which the filing fee is calculated
and state how it was determined.

[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously.  Identify the previous
filing by registration statement number, or the Form or Schedule
and the date of its filing.

     1) Amount previously paid:

        ____________________________

     2) Form, Schedule or Registration Statement No:

       ______________________________

     3) Filing Party: _________________________

     Date Filed: _______________________________


                                                            
                                                                  
First mailed April 19, 1996

UFCW 99R 
2501 W. Dunlap Ave.                           
Phoenix AZ  85021                       
(602) 572-2149
                                                                  

INDEPENDENT SHAREHOLDER SOLICITATION FOR SHAREHOLDER PROPOSALS
FOR (1) SHAREHOLDER REVIEW OF GOLDEN PARACHUTES TO EXECUTIVES 
WHO QUIT, AND (2) DECLASSIFICATION OF THE BOARD OF DIRECTORS
AT U.S. WEST, INC. 
Annual Stockholders Meeting
June 7, 1996 10:00 a.m.
Iowa State University, Benton Auditorium
Ames, IOWA 

Dear Fellow U.S. West Shareholder:

     We urge you to vote FOR our shareholder proposal concerning
management's current golden parachute agreements: these would
allow the top 5 executive officers to recover three years'
severance pay for quitting their jobs in response to
relatively-minor employment changes following a change in
control. 

     Management declined to place this proposal in the proxy card
it already sent you. Therefore, to vote for this proposal you
need to execute the enclosed proxy card, attend the meeting, or
receive a revised card from management.
 
              We also urge you to vote FOR the shareholder proposal
(appearing on the company card) to declassify the board of
directors--that is, have all directors elected annually.

1. SHAREHOLDER PROPOSAL TO PROVIDE FOR SHAREHOLDER REVIEW OF
GOLDEN PARACHUTE POLICY

              At the shareholders meeting we will make the following
proposal: 

              RESOLVED, that shareholders recommend the Board renegotiate
its executive severance policy to eliminate payments to
executives who quit after a change in control, unless and until
such a policy is approved by shareholder vote.

In our view, executives should be paid for doing well by
shareholders, or perhaps helped when they get fired, but should
not be rewarded for quitting.   The Company's current policy
provides for three years' worth of severance pay and benefits if
an executive quits within 3 years of a change in control in
response to any of the following changes, among others:

            *    "The taking of any action by the Company which
would directly or indirectly materially reduce or deprive the
Executive of any other perquisite enjoyed by the Executive
immediately prior to the Change of Control (including
Company-paid and/or reimbursed club memberships, financial
counseling fees and the like";

            *    "Any diminution in the status or
responsibilities of the Executive's position from that which
existed immediately prior to the Change of Control . . .";
 
            *    "The assignment to the Executive of any duties
inconsistent with, or any substantial diminution in, such
Executive's status or responsibilities . . . including imposition
of travel responsibilities which differ materially from required
business travel immediately prior to the Change of Control";

            *    "Except as required by law, the failure by the
Company to continue to provide to the Executive benefits
substantially equivalent, in aggregate, to those employed by the
Executive under the qualified and non-qualified employee benefit
and welfare plans of the Company, including, without limitation,
any pension, life insurance, medical, dental, health and
accident, disability, retirement or savings plans in which the
Executive was eligible to participate immediately prior to the
Change of Control";
  
            *    "the failure by the Company or its successor to
treat the executive under the Company's vacation policy, past
practice or special agreement in the same manner and to the same
extent as was in effect immediately prior to the Change of
Control";

          *    "A reduction in the Executive's annual base salary
as in effect immediately before the Change of Control" or; 

            *    "A change in the principal place of the
Executive's employment ... more than thirty-five (35)
miles...";


The complete text of this policy is on file with the SEC as Exhibit 10y to
the US West 10K for year ended 12/95, incorporated herein by reference. 
Copies are available from SEC reading rooms, from commercial services such as
Disclosure, Inc. (800-638-8241), or from us. We undertake to mail you a copy
without charge by first class mail within one business day of your written 
or oral request directed to UFCW 99 Information Services, 2501 W. Dunlap Ave.
Phoenix AZ 85201, tel. (602) 997-8000.



We are shocked that an executive could collect 3 years' compensation for 
quitting in response to the company's refusal to go on paying his country 
club dues. 

              In our view, paying officers who quit after a change in control
cannot be squared with the reason offered by the Board for having these 
agreements in the first place:  "The purpose of these agreements is to 
encourage the officers to continue to carry out their duties in the event of 
a possible change in control."  1995 Proxy Statement at p. 12. 

              In our opinion, paying executives for quitting after a change 
in control encourages them to do exactly that -- given that changes in 
control often involve some "diminution in the status or responsibilities" of 
top executives (or one of the other changes listed in the policy).
 
              Isn't US West's executive compensation sufficiently high to 
compensate executives for the risks involved in a change in control?  Here 
is a summary of this compensation in 1995, taken from the Company's proxy 
statement:

Name/Title                Total Salary & Bonus    # of Stock
                                                  Options Awarded           
 
           
                                             
Richard McCormick, Chmn.      $1,210,000          140,000
Charles Lillis, CEO Media 
              Group           $865,000            100,000
Solomon Trujillo, Exec.VP     $642,500            130,000
Charles Russ, Exec.VP         $550,000            40,000
James Stever, Exec.VP         $510,000            30,000        
          

Not included above are long-term incentive plan payouts (stock worth $892,457 to
$2,083,292 each), or other forms of compensation. 

              Some backers of such policies assert that such policies are 
standard in industry and expected by those seeking jobs as executive officers. 
However, practically speaking, how many people base a job decision upon how 
much they can get if they later quit?  How good an excuse is it that other 
companies do something similar, when many have boards (like U.S. West's) 
comprised primarily of senior executives of large companies? Some other 
companies' golden parachutes do not pay executives who quit, or have narrower 
grounds for doing so than U.S. West. 

              The current policy extends to all 5 of the top executive officers.
We do not know how many more U.S. West officers enjoy it. We believe 
shareholders would prefer to have their company's employees be flexible about 
changing job duties, rather than expect to be able to quit in response to 
such changes and receive several years' pay. In our opinion, the
current policy sends the wrong message. 

              Some shareholders feel that any form of golden parachute is 
improper because it burdens shareholders' exercise of their legal right to 
change control. Others do not mind paying severance to top managers who are 
fired due to a change in control. Our proposal is not addressed to severance 
pay for those who are fired. Rather, the only issue we address here
is paying severance to executives who quit rather than continue
to help the company and its shareholders through a transition period. Even if
you think the current policy makes sense, all this proposal seeks is 
shareholder approval of such a policy prior to any such payments being made. 
Let's have shareholders decide. 

2. SHAREHOLDER PROPOSAL RECOMMENDING DECLASSIFICATION OF THE BOARD OF DIRECTORS 
 
              An unaffiliated shareholder has made a proposal recommending that
all directors stand for reelection each year. Under the current staggered 
board scheme, usually only one-third of the directors are up for election 
each year.                            

              Even if a takeover was supported by all shareholders, it would
take them at least 3 years to replace the entire board. In our view, that is 
an unfair restriction on shareholder
rights.  

              Last year, this proposal received the votes of 30% of shares
voted. Several companies have moved or are moving to eliminate their 
classified board, such as Union Pacific.  We believe directors will be more 
accountable in their decisionmaking to shareholders if they have to face 
reelection shortly after their decisions.  The text of this proposal is found
in the proxy statement you received from the company, incorporated herein by 
reference. You may vote on this proposal using the card supplied you by 
management.  

VOTING PROCEDURE AND VOTING RIGHTS

              Our staff will keep the content of all cards we receive 
confidential (except from the Company's transfer agent which counts the 
votes, and the Company has a policy of confidential voting by shareholders).  
You can vote in person at the shareholders meeting or by proxy. Because the 
Company's card does not include our golden parachutes proposal, if
you wish to vote for it you need to return the enclosed card, attend the 
meeting, or use a revised card from management (if it chooses to revise).  
THE COMPANY'S CARD PURPORTS TO GIVE THE BOARD OF DIRECTORS THE RIGHT TO 
VOTE "IN THEIR DISCRETION ON ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE 
THE ANNUAL MEETING" -- which includes this proposal.  If you return this 
card to management, it intends to vote your shares against our proposal.  
Our proxy card does not grant us any discretionary voting authority: we 
will vote as instructed, and if matters come before the meeting not listed 
therein, we will not vote your shares thereon.

              Only shareholders of record as of April 8, 1996 will be 
entitled to vote. A vote of a majority of shares represented at the meeting 
is required to pass each proposal. These proposals are framed as 
recommendations, and shareholder approval would not bind the Board of 
Directors.  We in no way suggest the Board could unilaterally rewrite the 
current executives' change-in-control agreements. However, we believe that as
a practical matter, the Board and these executives would not ignore 
recommendations approved by most shareholders. Our staff will keep 
confidential any information on survey responses which identify you and will
use this information solely to confirm the survey's validity and to
communicate concerning shareholder voting issues. To obtain another card 
from management, contact U.S. West, 7800 E. Orchard Blvd., Englewood, CO 80111.
Tel. (303) 793-6500, Fax (303) 784-5232. 

SOLICITATION

              The costs of this solicitation are being borne by United Food & 
Commercial Workers Local 99R, which owns 47 shares of common stock in 
U.S. West Communications Group. We expect to spend $2000 on this 
solicitation. We are a non-profit organization representing grocery 
employees in Arizona. We have no interest in bargaining for US West
employees, nor are aware of any labor dispute at US West. We are organizing 
Albertson's employees and faced with management opposition through means we 
feel improper. U.S. West Communications executive A. Gary Ames sits on 
Albertson's Board of Directors.  We are pursuing shareholder proposals at 
other companies similarly connected to Albertson's.  Regardless of the 
outcome of Albertson's labor relations or Ames continuing to sit on its 
board, at the U.S. West shareholders meeting we will present the proposal 
concerning golden parachutes and all proxies we have gathered.
  
PROPOSALS FOR FUTURE MEETINGS

              SEC Rule 14a-8 gives shareholders who have owned more than
$1000 worth of the company's stock for more than one year the right to have
the company's proxy statement include a shareholder proposal and supporting
statement. The deadline for submitting such proposals for inclusion in the
proxy statement for the 1997 annual meeting will be in the Company's 
forthcoming proxy statement.  Feel free to contact us if you would like more
information about shareholder proposals. 

SECURITY OWNERSHIP OF DIRECTORS AND OFFICERS/ELECTION OF 
DIRECTORS/RATIFICATION OF AUDITORS/APPROVAL OF LONG-TERM INCENTIVE PLAN

              Information on these subjects is contained in management's
proxy statement, incorporated herein by reference.  We make no recommendation
as to the directors election or on other voting matters.

PLEASE VOTE FOR SHAREHOLDER REVIEW OF GOLDEN PARACHUTE POLICY AND FOR 
HAVING ALL DIRECTORS STAND FOR ELECTION ANNUALLY    

Sincerely,

William McDonough
President UFCW 99R
 
PLEASE RETURN THE ENCLOSED CARD AND SURVEY TO: UFCW 99R, 
2501 W. Dunlap Avenue, Phoenix AZ, 85021 (602) 572-2149



UFCW SURVEY OF U.S. WEST SHAREHOLDER OPINION [This is a voluntary survey, 
not a proxy.  Please return even if you do not fill out a proxy]. 

1. Do you support requiring shareholder approval of the Company's policy 
promising golden parachutes to executives who quit in response to job 
changes after a change in control? 
Yes []  No [ ]  Undecided [ ]
(To vote on this shareholder proposal, you need to fill out a proxy card 
or vote in person).

2. Do you support the idea of having an annual election of all directors
(instead of the current classified board)?  Yes [ ] No [ ] Undecided [ ]
(To vote on this shareholder proposal, you need to fill out a proxy card 
or vote in person). 

3. Do you believe the company should have a golden parachute policy for 
executives terminated after shareholders change control? 
Yes [ ] No [ ] Undecided [ ]

4. Do you believe compensation of the Company's top executives should be 
based more on stock performance than salary? Yes [ ] No [ ] Undecided [ ] 

5. What is your favorite thing about the Company?_________________________

6. What is the worst thing about the Company? _____________________________

7. List anything you would like management to change: ______________________

THE FOLLOWING INFORMATION WILL BE KEPT CONFIDENTIAL: 
Name _______________________________Title, if any __________________________
Address ____________________________________________________________________
Phone/Fax _______________________ # Shares owned  _______________________
Return to: UFCW 99R, 2501 W. Dunlap Ave., Phoenix AZ 85201



PROXY SOLICITED BY UFCW 99R for U.S. WEST INC. ANNUAL MEETING OF 
SHAREHOLDERS 
June 7, 1996

The undersigned shareholder hereby appoints William McDonough proxy with 
full power of substitution to vote for the undersigned at the annual meeting
of U.S. West Inc., and at any adjournments thereof, as directed below. 
The undersigned grants no discretionary authority. PLEASE DATE, SIGN AND 
PROMPTLY MAIL IN THE SELF-ADDRESSED ENVELOPE. PERSONS SIGNING IN 
REPRESENTATIVE CAPACITY SHOULD INDICATE AS SUCH. IF SHARES ARE HELD JOINTLY,
BOTH OWNERS SHOULD SIGN. 

(1) PROPOSAL FOR SHAREHOLDER REVIEW OF COMPANY POLICY OFFERING GOLDEN 
PARACHUTES TO EXECUTIVES WHO QUIT: 
FOR [ ] AGAINST [ ]  ABSTAIN [ ]

(2) PROPOSAL TO HAVE ALL DIRECTORS UP FOR ELECTION ANNUALLY:  
FOR [ ]  AGAINST [ ]  ABSTAIN [ ]   

(3) ELECTION OF DIRECTORS: 
Nominees: Class I: Allen Jacobsen; Class II: Pierson Grieve, 
Richard McCormick, Marilyn Carlson Nelson
FOR all nominees: [  ] WITHHOLD from all nominees 
[  ] FOR all nominees except: ________________________________________

(4) APPROVAL OF US WEST COMMUNICATIONS GROUP LONG-TERM INCENTIVE PLAN:  
FOR [ ]  AGAINST [ ] ABSTAIN [ ]

(5) RATIFICATION OF AUDITORS:  FOR [  ]  AGAINST [  ]   ABSTAIN [  ]

SIGNATURE ______________________________________________ 
PRINT NAME/TITLE______________________________________   DATE ___________
ADDRESS__________________________________________________________________
_____________    _______________   _________________  _______________    
ACCOUNT NO.      # OF SHARES       PHONE No.          FAX NO.          
             
IF YOU ARE NOT THE RECORD OWNER OF THIS STOCK, PLEASE LIST THE NAME 
AND ADDRESS OF THE RECORD OWNER: