Registration  Nos.  333-14865,  333-14865-01,
33-50049  and  33-50049-01

Filing  under  Rule  424(b)(3)

PRICING  SUPPLEMENT  NO.  5  DATED  MARCH  31,  1997
(To  Prospectus  dated  December  9,  1996,  as  supplemented  by
Prospectus  Supplement  dated  December  9,  1996)


                        U S WEST CAPITAL FUNDING, INC.

                               MEDIUM-TERM NOTES

                DUE FROM 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:  $    10,000,000 

Settlement Date:             April 10, 1997

Maturity:                    April 10, 2002

Coupon:                                 7.03%



PURCHASE  AS  PRINCIPAL

     This Pricing Supplement relates to $10,000,000 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% of the aggregate
principal  amount  of  the  Notes, or $9,900,000, 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  1.00% of the aggregate principal amount of the
Notes,  or  $100,000.