US WEST INC, S-3, 1996-10-25

US WEST INC
S-3, 1996-10-25
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)

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<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 25, 1996

REGISTRATION NO. 33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
----------------
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------------------

<TABLE>
<S> <C>
U S WEST, INC. U S WEST
CAPITAL FUNDING, INC.
(Exact name of registrant as specified in its charter)
DELAWARE COLORADO
(State or other jurisdiction of (State or other jurisdiction of
incorporation or organization) incorporation or organization)
84-0926774 84-1028672
(I.R.S. Employer (I.R.S. Employer
Identification Number) Identification Number)
</TABLE>

7800 EAST ORCHARD ROAD
ENGLEWOOD, COLORADO 80111
(303) 793-6500

(Address, including zip code, and telephone number, including
area code, of both registrants' principal executive offices)
------------------------------

STEPHEN E. BRILZ, ESQ.
U S WEST, INC.
7800 EAST ORCHARD ROAD
ENGLEWOOD, COLORADO 80111
(303) 793-6626

(Name, address, including zip code, and telephone number of agent for service
for both registrants)
------------------------------

Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of the Registration Statement, as determined by
market conditions.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. /X/

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / / ____________

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. / / ____________

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
------------------------------

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
PROPOSED
PROPOSED MAXIMUM MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER UNIT* OFFERING PRICE* REGISTRATION FEE
<S> <C> <C> <C> <C>
Debt Securities--to be issued by U S WEST Capital
Funding, Inc.......................................... $4,000,000,000 100% $4,000,000,000 $1,212,122
Guarantees--constituting guarantees of the Debt
Securities by U S WEST, Inc........................... $4,000,000,000 ** ** None
</TABLE>

* Estimated solely for the purpose of calculating the registration fee.

** No separate consideration will be received for the Guarantees.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.

PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933, THE PROSPECTUS IN
THIS REGISTRATION STATEMENT IS A COMBINED PROSPECTUS AND RELATES TO REGISTRATION
STATEMENT NOS. 33-50049 AND 33-50049-01 PREVIOUSLY FILED BY THE REGISTRANTS ON
FORM S-3 AND DECLARED EFFECTIVE ON SEPTEMBER 22, 1993. REGISTRATION STATEMENT
NOS. 33-50049 AND 33-50049-01 WERE PREVIOUSLY AMENDED BY POST-EFFECTIVE
AMENDMENT NO. 1 FILED BY THE REGISTRANTS ON FORM S-3 AND DECLARED EFFECTIVE ON
NOVEMBER 1, 1995. THIS REGISTRATION STATEMENT CONSTITUTES POST-EFFECTIVE
AMENDMENT NO. 2 TO REGISTRATION STATEMENT NOS. 33-50049 AND 33-50049-01, AND
SUCH POST-EFFECTIVE AMENDMENT SHALL HEREAFTER BECOME EFFECTIVE CONCURRENTLY WITH
THE EFFECTIVENESS OF THIS REGISTRATION STATEMENT AND IN ACCORDANCE WITH SECTION
8(c) OF THE SECURITIES ACT OF 1933.

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<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAW OF ANY SUCH STATE.
<PAGE>
SUBJECT TO COMPLETION, DATED OCTOBER 25, 1996

PROSPECTUS
[LOGO]

$4,150,000,000

U S WEST CAPITAL FUNDING, INC.

DEBT SECURITIES

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

U S WEST, INC.

U S WEST Capital Funding, Inc. ("Capital Funding") from time to time offers
its notes, debentures, or other debt securities (the "Debt Securities"), in one
or more series, up to an aggregate principal amount of $4,150,000,000 (or its
equivalent, based on the applicable exchange rate at the time of offering, in
such foreign currencies, or units of two or more thereof as shall be designated
by Capital Funding). Debt Securities may be issued in registered form without
coupons, bearer form with coupons attached, or in the form of a Global Security.
All Debt Securities will be unconditionally guaranteed as to payment of
principal, premium, if any, and interest by U S WEST, Inc. ("U S WEST").

When a particular series of Debt Securities is offered, a supplement to this
Prospectus will be delivered (the "Prospectus Supplement") together with this
Prospectus setting forth the terms of such Debt Securities, including, where
applicable, the specific designation, aggregate principal amount, denominations,
form of currency or currencies in which the principal, and premium, if any, and
interest are payable, maturity, rate (which may be fixed or variable) and time
of payment of interest, any terms for redemption or repurchase at the option of
Capital Funding or the holder, any terms for sinking fund payments, the initial
public offering price, the names of, and the principal amounts to be purchased
by, underwriters and the compensation of such underwriters, any listing of the
Debt Securities on a securities exchange, and the other terms in connection with
the offering and sale of such Debt Securities.

If an agent of Capital Funding or a dealer or an underwriter is involved in
the sale of the Debt Securities in respect of which this Prospectus is being
delivered, the agent's commission or dealer's or underwriter's discount will be
set forth in, or may be calculated from, the Prospectus Supplement. The net
proceeds to Capital Funding from such sale will be the purchase price of such
Debt Securities less such commission in the case of an agent, the purchase price
of such Debt Securities in the case of a dealer or the public offering price
less such discount in the case of an underwriter, and less, in each case, the
other attributable issuance expenses. The aggregate net proceeds to Capital
Funding from all the Debt Securities will be the purchase price of the Debt
Securities sold, less the aggregate of agents' commissions and dealers' and
underwriters' discounts and other expenses of issuance and distribution. The net
proceeds to Capital Funding from the sale of the Debt Securities will be set
forth in the Prospectus Supplement. See "Plan of Distribution" for possible
indemnification arrangements for any agents, dealers or underwriters.

------------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

------------------------

The date of this Prospectus is , 1996.
<PAGE>
AVAILABLE INFORMATION

U S WEST is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and, in accordance therewith, files
reports, proxy statements, and other information with the Securities and
Exchange Commission (the "Commission"). Such reports, proxy statements, and
other information concerning U S WEST can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the Commission's Regional Offices at Seven World
Trade Center, 13th Floor, New York, New York 10048; and Citicorp Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
material can be obtained from the Public Reference Section of the Commission at
450 Fifth Street, N.W., Room 1024, Washington D.C. 20549, at prescribed rates.
The Commission maintains a Web site at http://www.sec.gov that contains reports,
proxy and information statements and other information regarding registrants
that file electronically with the Commission, including U S WEST. In addition,
such material is available for inspection at the New York and Pacific Stock
Exchanges.

U S WEST and Capital Funding have filed with the Commission a registration
statement on Form S-3 (herein, together with all amendments and exhibits,
referred to as the "Registration Statement") under the Securities Act of 1933
(the "Securities Act"). This Prospectus does not contain all of the information
set forth in the Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the Commission. For further
information, reference is hereby made to the Registration Statement.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents have been filed by U S WEST with the Commission
(File No. 1-8611) and are incorporated herein by reference: (i) Annual Report on
Form 10-K for the year ended December 31, 1995, (ii) Quarterly Reports on Form
10-Q for the quarters ended March 31, 1996 and June 30, 1996, and (iii) Current
Reports on Form 8-K dated February 12, 1996, February 29, 1996, April 4, 1996,
May 1, 1996, June 10, 1996, July 29, 1996, October 7, 1996 and October 15, 1996.

All documents filed by U S WEST pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of the Debt Securities shall be deemed to be
incorporated by reference into this Prospectus 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 Prospectus 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 and 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 Prospectus.

U S WEST and Capital Funding will provide without charge to each person to
whom a Prospectus is delivered, upon written or oral request of such person, a
copy of any or all of the documents which are incorporated by reference herein,
other than exhibits to such documents which are not specifically incorporated by
reference therein. Requests should be directed to Investor Relations, U S WEST,
Inc., 7800 East Orchard Road, Englewood, Colorado 80111 (telephone number (303)
793-6500).

------------------------

2
<PAGE>
U S WEST, INC.

U S WEST is a diversified global communications company engaged in the
telecommunications, cable, wireless communications and directory and information
services businesses. U S WEST conducts its businesses through two groups: the U
S WEST Communications Group (the "Communications Group") and the U S WEST Media
Group (the "Media Group"). The Communications Group provides telecommunications
services to more than 25 million residential and business customers in the
states of Arizona, Colorado, Idaho, Iowa, Minnesota, Montana, Nebraska, New
Mexico, North Dakota, Oregon, South Dakota, Utah, Washington and Wyoming
(collectively, the "Communications Group Region"). The Media Group is comprised
of (i) cable and telecommunications network businesses outside the
Communications Group Region and internationally, (ii) domestic and international
wireless communications network businesses and (iii) domestic and international
directory and information services businesses. U S WEST has two classes of
common stock: U S WEST Communications Group Common Stock, par value $.01 per
share (the "Communications Stock"), and U S WEST Media Group Common Stock, par
value $.01 per share (the "Media Stock"). The Communications Stock is intended
to reflect separately the performance of the Communications Group and the Media
Stock is intended to reflect separately the performance of the Media Group.

U S WEST CAPITAL FUNDING, INC.

Capital Funding is a wholly-owned subsidiary of U S WEST and was
incorporated under the laws of the State of Colorado in June 1986. Capital
Funding was incorporated to provide financing to U S WEST and its affiliates
through the issuance of indebtedness guaranteed by U S WEST. The principal
executive offices of Capital Funding are located at 7800 East Orchard Road,
Englewood, Colorado 80111 (telephone number (303) 793-6500).

USE OF PROCEEDS

Capital Funding will apply the net proceeds from the sale of the Debt
Securities to its general funds to be used for loans to U S WEST and affiliates
of U S WEST, which will in turn use the funds for general corporate purposes,
including acquisitions, the reduction of short-term and long-term borrowings,
and for other business opportunities. The amount and timing of these loans will
depend upon the future growth and financing requirements of U S WEST and its
affiliates.

RATIO OF EARNINGS TO COMBINED FIXED CHARGES
AND PREFERRED STOCK DIVIDENDS

The following table sets forth the ratio of earnings to combined fixed
charges and preferred stock dividends from continuing operations of U S WEST for
the periods indicated. For the purpose of calculating this ratio, earnings
consist of income from continuing operations before income taxes and fixed
charges. Fixed charges include interest on indebtedness (excluding discontinued
operations), the portion of rentals representative of the interest factor and
preferred stock dividends.

<TABLE>
<CAPTION>
SIX MONTHS
ENDED JUNE
YEAR ENDED DECEMBER 31, 30,
- ------------------------------------ ------------
1991 1992 1993 1994 1995 1995 1996
- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
3.11 3.85 2.38 4.85 4.03 4.06 3.63

</TABLE>

DESCRIPTION OF DEBT SECURITIES AND GUARANTEES

The following description sets forth certain general terms and provisions of
the Debt Securities and Guarantees to which any Prospectus Supplement may
relate. The particular terms and provisions of the series of Debt Securities
offered by a Prospectus Supplement and the extent to which such general terms
and provisions described below may apply thereto, will be described in the
Prospectus Supplement relating to such series of Debt Securities.

3
<PAGE>
The Debt Securities are to be issued under an Indenture ("Indenture"), dated
as of April 15, 1988, and amended as of November 1, 1995, among U S WEST,
Capital Funding, and First National Bank of Santa Fe ("Trustee"). As of the date
of this Prospectus, $841 million of Debt Securities have been issued under the
Indenture and $520 million of such Debt Securities remain outstanding. The
following summaries of certain provisions of the Debt Securities, the
Guarantees, and the Indenture do not purport to be complete and are subject to,
and are qualified in their entirety by reference to, all provisions of the Debt
Securities, the Guarantees, and the Indenture, including the definitions therein
of certain terms. Wherever particular sections or defined terms of the Indenture
are referred to, it is intended that such sections or defined terms shall be
incorporated herein by reference.

GENERAL

The Indenture does not limit the amount of Debt Securities which can be
issued thereunder and additional debt securities may be issued thereunder up to
the aggregate principal amount which may be authorized from time to time by, or
pursuant to a resolution of, Capital Funding's Board of Directors or by
supplemental indenture. Reference is made to the Prospectus Supplement for the
following terms of the particular series of Debt Securities being offered
hereby; (i) the title of the Debt Securities of the series; (ii) any limit upon
the aggregate principal amount of the Debt Securities of the series; (iii) the
date or dates on which the principal of the Debt Securities of the series will
mature; (iv) the rate or rates (or manner of calculations thereof), if any, at
which the Debt Securities of the series will bear interest, the date or dates
from which any such interest will accrue and on which such interest will be
payable, and, with respect to Debt Securities of the series in registered form,
the record date for the interest payable on any interest payment date; (v) the
place or places where the principal of and interest, if any, on the Debt
Securities of the series will be payable; (vi) any redemption or sinking fund
provisions; (vii) if other than the principal amount thereof, the portion of the
principal amount of Debt Securities of the series which will be payable upon
declaration of acceleration of the maturity thereof; (viii) whether the Debt
Securities of the series will be issuable in registered or bearer form or both,
any restrictions applicable to the offer, sale, or delivery of Debt Securities
in bearer form ("bearer Debt Securities"), and whether and the terms upon which
bearer Debt Securities will be exchangeable for Debt Securities in registered
form ("registered Debt Securities") and vice versa; (ix) whether and under what
circumstances Capital Funding will pay additional amounts on the Debt Securities
of the series held by a person who is not a U.S. person (as defined below) in
respect of taxes or similar charges withheld or deducted and, if so, whether
Capital Funding will have the option to redeem such Debt Securities rather than
pay such additional amounts; (x) whether the Debt Securities will be denominated
or provide for payment in United States dollars or a foreign currency or units
of two or more such foreign currencies; and (xi) any additional provisions or
other special terms not inconsistent with the provisions of the Indenture,
including any terms which may be required by or advisable under United States
laws or regulations or advisable in connection with the marketing of Debt
Securities of such series. (Section 2.01 and 2.02.) To the extent not described
herein, principal, premium, if any, and interest will be payable, and the Debt
Securities of a particular series will be transferable, in the manner described
in the Prospectus Supplement relating to such series.

Each series of Debt Securities will constitute unsecured and unsubordinated
indebtedness of Capital Funding, and will rank on a parity with Capital
Funding's other indebtedness, and will have the benefit of the Guarantees
described herein. However, since U S WEST is a holding company, the right of U S
WEST and, hence, the right of creditors of U S WEST (including the holders of
the Debt Securities) to participate in any distribution of the assets of any
subsidiaries of U S WEST, whether upon liquidation, reorganization, or
otherwise, is subject to prior claims of creditors of the subsidiary, except to
the extent that claims of U S WEST itself as a creditor of a subsidiary may be
recognized.

Debt Securities of any series may be issued as registered Debt Securities or
bearer Debt Securities or both as specified in the term of the series. Unless
otherwise indicated in the Prospectus Supplement, Debt Securities will be issued
in denominations of $1,000 and integral multiples thereof, and bearer Debt
Securities will not be offered, sold, resold, or delivered to U.S. persons in
connection with

4
<PAGE>
their original issuance. For purposes of this Prospectus, "U.S. person" means a
citizen, national, or resident of the United States, a corporation, partnership,
or other entity created or organized in or under the laws of the United States,
or any political subdivision thereof, or an estate or trust which is subject to
United States federal income taxation regardless of its source of income.

To the extent set forth in the Prospectus Supplement, except in special
circumstances set forth in the Indenture, interest on bearer Debt Securities
will be payable only against presentation and surrender of the coupons for the
interest installments evidenced thereby as they mature at a paying agency of
Capital Funding located outside of the United States and its possessions.
(Section 2.05(c).) Capital Funding will maintain such an agency for a period of
two years after the principal of such bearer Debt Securities has become due and
payable. During any period thereafter for which it is necessary in order to
conform to United States tax law or regulations, Capital Funding will maintain a
paying agent outside the United States and its possessions to which the bearer
Debt Securities may be presented for payment and will provide the necessary
funds therefor to such paying agent upon reasonable notice. (Section 2.04)

Bearer Debt Securities and the coupons related thereto will be transferable
by delivery. (Section 2.08(e).)

If appropriate, federal income tax consequences applicable to a series of
Debt Securities will be described in the Prospectus Supplement relating thereto.

GLOBAL SECURITIES

The Debt Securities of a series may be issued in the form of one or more
fully registered global securities (each a "Global Security") that will be
deposited with, or on behalf of, a depositary (the "Depositary") identified in
the Prospectus Supplement relating to such series. Unless and until it is
exchanged for Debt Securities in definitive registered form, a Global Security
may not be transferred except as a whole by the Depositary for such Global
Security to a nominee of such Depositary or by a nominee of such Depositary to
such Depositary or another nominee of such Depositary or by such Depositary or
any such nominee to a successor of such Depositary or a nominee of such
successor.

The specific terms of the depositary arrangements with respect to a series
of Debt Securities will be described in the Prospectus Supplement relating to
such series. Capital Funding anticipates that the following provisions will
apply to all depositary arrangements.

Upon the issuance of a Global Security, the Depositary for such Global
Security will credit the accounts held with it with the respective principal
amounts of the Debt Securities represented by such Global Security. Such
accounts shall be designated by the underwriters or agents with respect to such
Debt Securities or by Capital Funding if such Debt Securities are offered and
sold directly by Capital Funding. Ownership of beneficial interests in a Global
Security will be limited to persons that have accounts with the Depositary for
such Global Security ("participants") or persons that may hold interests through
participants. Ownership of beneficial interests in such Global Security will be
shown on, and the transfer of that ownership will be effected only through,
records maintained by the Depositary for such Global Security or on the records
of participants. The laws of some states require that certain purchasers of
securities take physical delivery of such securities in definitive form. Such
limits and such laws may impair the ability to transfer beneficial interests in
a Global Security.

So long as the Depositary for a Global Security, or its nominee, is the
registered owner of such Global Security, such Depositary or such nominee, as
the case may be, will be considered the sole owner or holder of the Debt
Securities represented by such Global Security for all purposes under the
Indenture governing such Debt Securities. Except as provided below, owners of
beneficial interests in a Global Security will not be entitled to have Debt
Securities of the series represented by such Global Security registered in their
names, will not receive or be entitled to receive physical delivery of Debt
Securities of such series in definitive form and will not be considered the
owners or holders thereof under the Indenture governing such Debt Securities.

5
<PAGE>
Principal, premium, if any, and interest payments on Debt Securities
registered in the name of a Depositary or its nominee will be made to the
Depositary or its nominee, as the case may be, as the registered owner of the
Global Security representing such Debt Securities. Neither Capital Funding, the
Trustee for such Debt Securities, any Paying Agent nor the Security Registrar
for such Debt Securities will have any responsibility or liability for any
aspect of the records relating to or payments made on account of beneficial
ownership interests in the Global Security for such Debt Securities or for
maintaining, supervising or reviewing any records relating to such beneficial
ownership interests.

Capital Funding expects that the Depositary for a series of Debt Securities
issued in the form of a Global Security, upon receipt of any payment of
principal, premium or interest, will credit immediately participants' accounts
with payments in amounts proportionate to their respective beneficial interests
in the principal amount of the Global Security for such Debt Securities as shown
on the records of such Depositary. Capital Funding also expects that payments by
participants to owners of beneficial interests in such Global Security held
through such participants will be governed by standing instructions and
customary practices, as is now the case with securities held for the accounts of
customers in bearer form or registered in "street name", and will be the
responsibility of such participants.

If a Depositary for a series of Debt Securities is at any time unwilling or
unable to continue as depositary and a successor depositary is not appointed by
Capital Funding within 90 days, Capital Funding will issue Debt Securities of
such series in definitive form in exchange for the Global Security representing
such series of Debt Securities. In addition, Capital Funding may at any time and
in its sole discretion determine not to have the Debt Securities of a series
represented by a Global Security and, in such event, will issue Debt Securities
of such series in definitive form in exchange for the Global Security
representing such series of Debt Securities. In either instance, an owner of a
beneficial interest in a Global Security will be entitled to have Debt
Securities of the series represented by such Global Security equal in principal
amount to such beneficial interest registered in its name and will be entitled
to physical delivery of such Debt Securities in definitive form. Debt Securities
of such series so issued in definitive form will be issued in denominations of
$1,000 and integral multiples thereof and will be issued in registered form
only, without coupons.

GUARANTEES

U S WEST will unconditionally guarantee the due and punctual payment of the
principal, premium, if any, and interest on the Debt Securities when and as the
same shall become due and payable, whether at maturity, upon redemption, or
otherwise. (Section 2.15.) The Guarantees will rank equally with all other
unsecured and unsubordinated obligations of U S WEST.

EXCHANGE OF SECURITIES

To the extent permitted by the terms of a series of Debt Securities
authorized to be issued in registered form and bearer form, bearer Debt
Securities may be exchanged for an equal aggregate principal amount of
registered or bearer form Debt Securities of the same series and date of
maturity in such authorized denominations as may be requested upon surrender of
the bearer Debt Securities with all unpaid coupons relating thereto, at an
agency of Capital Funding maintained for such purpose and upon fulfillment of
all other requirements of such agent. (Section 2.08(b).) As of the date of this
Prospectus, United States Treasury regulations do not permit exchanges of
registered Debt Securities for bearer Debt Securities and, unless such
regulations are modified, the terms of a series of Debt Securities will not
permit registered Debt Securities to be exchanged for bearer Debt Securities.

LIENS ON ASSETS

If at any time, Capital Funding mortgages, pledges, or otherwise subjects to
any lien the whole or any part of any property or assets now owned or hereafter
acquired by it, except as hereinafter provided, Capital Funding will secure the
outstanding Debt Securities, and any other obligations of Capital Funding which
may then be outstanding and entitled to the benefit of a covenant similar in
effect to this covenant, equally and ratably with the indebtedness or
obligations secured by such mortgage, pledge, or lien, for as long as any such
indebtedness or obligation is so secured. The

6
<PAGE>
foregoing covenant does not apply to the creation, extension, renewal, or
refunding of mortgages or liens created or existing at the time property is
acquired, created within 180 days thereafter, or created for the purpose of
securing the cost of construction and improvement of property, or to the making
of any deposit or pledge to secure public or statutory obligations or with any
governmental agency at any time required by law in order to qualify Capital
Funding to conduct its business or any part thereof or in order to entitle it to
maintain self-insurance or to obtain the benefits of any law relating to
workers' compensation, unemployment insurance, old age pensions, or other social
security, or with any court, board, commission, or governmental agency as
security incident to the proper conduct of any proceeding before it. Nothing
contained in the Indenture prevents any entity other than Capital Funding from
mortgaging, pledging, or subjecting to any lien any of its property or assets,
whether or not acquired from Capital Funding or U S WEST. (Section 4.03.)

AMENDMENT AND WAIVER

Subject to certain exceptions, the Indenture may be amended or supplemented
by Capital Funding, U S WEST, and the Trustee with the consent of the holders of
a majority in principal amount of the outstanding Debt Securities of each series
affected by the amendment or supplement (with each series voting as a class), or
compliance with any provision may be waived with the consent of holders of a
majority in principal amount of the outstanding Debt Securities of each series
affected by such waiver (with each series voting as a class). However, without
the consent of each Debt Securityholder affected, an amendment or waiver may not
(i) reduce the amount of Debt Securities whose holders must consent to an
amendment or waiver; (ii) change the rate of or change the time for payment of
interest on any Debt Security; (iii) change the principal of or change the fixed
maturity of any Debt Security; (iv) waive a default in the payment of the
principal of or interest on any Debt Security; (v) make any Debt Security
payable in money other than that stated in the Debt Security; or (vi) impair the
right to institute suit for the enforcement of any payment on or with respect to
any Debt Security. (Section 9.02.) The Indenture may be amended or supplemented
without the consent of any Debt Securityholder (i) to cure any ambiguity,
defect, or inconsistency in the Indenture, the Debt Securities of any series or
the Guarantees; (ii) to provide for the assumption of all the obligations of
Capital Funding or U S WEST under the Debt Securities, any coupons related
thereto, the Guarantees, and the Indenture by any corporation in connection with
a merger, consolidation, transfer, or lease of Capital Funding's or U S WEST's
property and assets substantially as an entirety, as provided for in the
Indenture; (iii) to provide for uncertificated Debt Securities in addition to or
in place of certificated Debt Securities; (iv) to make any change that does not
adversely affect the rights of any Debt Securityholder; (v) to provide for the
issuance of and establish the form and terms and conditions of a series of Debt
Securities or the Guarantees endorsed thereon or to establish the form of any
certifications required to be furnished pursuant to the terms of the Indenture
or any series of Debt Securities; or (vi) to add to the rights of Debt
Securityholders. (Section 9.01.)

MERGER

Capital Funding or U S WEST may consolidate with or merger into, or transfer
or lease its property and assets substantially as an entirety to, another entity
if the successor entity is a corporation and assumes all the obligations, as the
case may be, of Capital Funding, under the Debt Securities, and any coupons
related thereto and the Indenture, or of U S WEST, under the Guarantees and the
Indenture, and if, after giving effect to such transaction, a Default or Event
of Default would not occur or be continuing. Thereafter, all such obligations of
Capital Funding or U S WEST, as the case may be, shall terminate. (Section 5.01
and 5.02.)

The general provisions of the Indenture do not afford holders of the Debt
Securities protection in the event of a highly-leveraged transaction,
reorganization, merger or similar transaction involving U S WEST or Capital
Funding that may adversely affect holders of the Debt Securities.

EVENTS OF DEFAULT

The following events are defined in the Indenture as "Events of Default"
with respect to a series of Debt Securities: (i) default in the payment of
interest on any Debt Security of each series for

7
<PAGE>
90 days; (ii) default in the payment of the principal of any Debt Security of
such series; (iii) failure by Capital Funding or U S WEST for 90 days after
notice to it to comply with any of its other agreements in the Debt Securities
of such series, in the Indenture, in the Guarantees, or in any supplemental
indenture; and (iv) certain events of bankruptcy or insolvency of Capital
Funding or the Guarantor. (Section 6.01.) If an Event of Default occurs with
respect to the Debt Securities of any series and is continuing, the Trustee or
the holders of at least 25% in principal amount of all of the outstanding Debt
Securities of that series may declare the principal (or, if the Debt Securities
of that series are original issue discount Debt Securities, such portion of the
principal amount as may be specified in the terms of that series) of all the
Debt Securities of that series to be due and payable. Upon such declaration,
such principal (or, in the case of original issue discount Debt Securities, such
specified amount) shall be due and payable immediately. (Section 6.02.)

Securityholders may not enforce the Indenture, the Debt Securities, or the
Guarantees, except as provided in the Indenture. The Trustee may require
indemnity satisfactory to it before it enforces the Indenture or the Debt
Securities. (Section 7.01.) Subject to certain limitations, holders of a
majority in principal amount of the Debt Securities of each series affected
(with each series voting as a class) may direct the Trustee in its exercise of
any trust power. (Section 6.05.) The Trustee may withhold from Debt
Securityholders notice of any continuing default (except a default in payment of
principal or interest) if it determines that withholding notice is in their
interests. (Section 7.05.)

CONCERNING THE TRUSTEE

U S WEST and certain of its affiliates, including Capital Funding, maintain
banking relationships in the ordinary course of business with the Trustee. In
addition, the Trustee and certain of its affiliates serve as trustee,
authenticating agent, or paying agent with respect to certain debt securities of
U S WEST and its affiliates.

PLAN OF DISTRIBUTION

GENERAL

Capital Funding may sell the Debt Securities being offered hereby: (i)
directly to purchasers, (ii) through agents, (iii) through underwriters, (iv)
through dealers, or (v) through a combination of any such methods of sale.

The distribution of the Debt Securities may be effected from time to time in
one or more transactions either (i) at a fixed price or prices, which may be
changed; (ii) at market prices prevailing at the time of sale; (iii) at prices
related to such prevailing market prices; or (iv) at negotiated prices.

Offers to purchase Debt Securities may be solicited directly by Capital
Funding or by agents designated by Capital Funding from time to time. Any such
agent, which may be deemed to be an underwriter, as that term is defined in the
Securities Act, involved in the offer or sale of the Debt Securities in respect
of which this Prospectus is delivered will be named, and any commissions payable
by Capital Funding to such agent will be set forth, in the Prospectus Supplement
or the Pricing Supplement. Unless otherwise indicated in the Prospectus
Supplement or the Pricing Supplement, any such agent will be acting on a best
efforts basis for the period of its appointment. Agents may be customers of,
engage in transactions with, or perform services for, Capital Funding in the
ordinary course of business.

If an underwriter or underwriters are utilized in the sale, Capital Funding
and U S WEST will execute an underwriting agreement with such underwriters at
the time of sale to them and the names of the underwriters and the terms of the
transactions will be set forth in the Prospectus Supplement, which will be used
by the underwriters to make resales of the Debt Securities.

If a dealer is utilized in the sale of the Debt Securities in respect of
which this Prospectus is delivered, Capital Funding will sell such Debt
Securities to the dealer, as principal. The dealer may then resell such Debt
Securities to the public at varying prices to be determined by each dealer at
the time of resale.

8
<PAGE>
Underwriters, dealers, agents, and other persons may be entitled, under
agreements which may be entered into with Capital Funding and U S WEST, to
indemnification against, or contribution with respect to, certain civil
liabilities, including liabilities under the Securities Act.

DELAYED DELIVERY ARRANGEMENTS

If so indicated in the Prospectus Supplement, Capital Funding will authorize
dealers or other persons acting as Capital Funding's agents to solicit offers by
certain institutions to purchase Debt Securities from Capital Funding pursuant
to contracts providing for payment and delivery on a future date. Institutions
with which such contracts may be made include commercial and savings banks,
insurance companies, pension funds, investment companies, educational and
charitable institutions, and others, but in all cases, such institutions must be
approved by Capital Funding. The obligations of any purchaser under any such
contract will not be subject to any conditions except that (a) the purchaser of
the Debt Securities shall not at the time of delivery be prohibited under the
laws of the jurisdiction to which such purchaser is subject, and (b) if the Debt
Securities are also being sold to underwriters, Capital Funding shall have sold
to such underwriters the Debt Securities not sold for delayed delivery. The
dealers and such other persons will not have any responsibility in respect of
the validity or performance of such contracts.

EXPERTS

The consolidated and combined financial statements and financial statements
schedule included in U S WEST's Annual Report on Form 10-K for the year ended
December 31, 1995 are incorporated herein by reference in reliance on reports of
Coopers & Lybrand L.L.P., independent certified public accountants, given upon
the authority of that firm as experts in accounting and auditing. The
consolidated financial statements of Continental Cablevision, Inc. and
subsidiaries incorporated by reference in U S WEST's Current Report on Form 8-K
dated October 15, 1996 have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their report, which is incorporated by reference herein,
and have been so incorporated in reliance upon the report of such firm given
upon their authority as experts in accounting and auditing.

LEGAL OPINIONS

Certain legal matters relating to the Debt Securities and the Guarantees to
be offered hereby will be passed upon for Capital Funding and U S WEST by
Stephen E. Brilz, Corporate Counsel and Assistant Secretary of U S WEST, Inc.

9
<PAGE>
PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

<TABLE>
<S> <C>
Securities and Exchange Commission Filing Fee................. $1,212,122
Rating Agency Fees............................................ 75,000*
Fees and Expenses of Trustee.................................. 50,000*
Blue Sky Fees and Expenses.................................... 12,000*
Printing and Distributing Registration Statement, Prospectus,
Distribution Agreement, Underwriting Agreement, Indenture and
Miscellaneous Material....................................... 50,000*
Accountants' Fees............................................. 12,500*
Legal Fees and Expenses....................................... 25,000*
Miscellaneous................................................. 13,378*
-----------
Total..................................................... $1,450,000
-----------
-----------
</TABLE>

- ------------------------
*Estimated

ITEM 15. 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 settlements actually and
reasonably incurred by him or her in connection with any threatened, pending or
completed action, suit or proceeding in which such person is made a party by
reason of his or her 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. 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 U S WEST 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 U S WEST or its stockholders, for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law or for any
transaction from which the director derived an improper personal benefit.

The Bylaws of Capital Funding provide for the indemnification of directors
and officers to the extent permissible under applicable law. Section 7-3-101.5
of the Colorado Business Corporation Act (the "CBCA") specifies the
circumstances under which a corporation may indemnify its directors, officers,
employees or agents. For acts done in a person's "official capacity," the CBCA
generally requires that an act be done in good faith and in a manner reasonably
believed to be in the best interests of the corporation. In all other civil
cases, the person must have acted in good faith and in a way that was not
opposed to the corporation's best interests. In criminal actions or proceedings,
the CBCA imposes an additional requirement that the actor had no reasonable
cause to believe his conduct was unlawful. In any proceeding by or in the right
of the corporation, or charging a person

II-1
<PAGE>
with the improper receipt of a personal benefit, no indemnification, except for
court-ordered indemnification for reasonable expenses occurred, can be made.
Indemnification is mandatory when any director or officer is wholly successful,
on the merits or otherwise, in defending any civil or criminal proceeding.

The directors and officers of U S WEST and Capital Funding are covered by
insurance policies indemnifying 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 and
Capital Funding.

Any agents, dealers or underwriters who execute any of the agreements filed
as Exhibit 1 to this registration statement will agree to indemnify U S WEST's
and Capital Funding directors and their officers who signed the registration
statement against certain liabilities which might arise under the Securities Act
with respect to information furnished to U S WEST and Capital Funding by or on
behalf of any such indemnifying party.

ITEM 16. EXHIBITS.

Exhibits identified in parentheses below are on file with the SEC and are
incorporated herein by reference to such previous filings. All other exhibits
are provided as part of this electronic transmission.

<TABLE>
<S> <C> <C>
(1-A.) -- Form of Underwriting Agreement (Exhibit 4.1 to Form 8-K dated October 6,
1995, File No. 1-8611).
(1-B.) -- Form Distribution Agreement (Exhibit 4.2 to Form 8-K dated October 27, 1995,
File No. 1-8611).
(4-A.) -- Form of Indenture among U S WEST Capital Funding, Inc., U S WEST, Inc. and
First National Bank of Santa Fe, as Trustee. (Exhibit 4-C to Current Report
on Form 8-K dated June 10, 1988, File No. 1-8611). The form or forms of Debt
Securities with respect to each particular series of Debt Securities
registered hereunder will be filed as an exhibit to a Current Report on Form
8-K of U S WEST and incorporated herein by reference.
(4-B.) -- Form of First Supplemental Indenture (Exhibit 4-B to Registration Statement
Nos. 33-50047 and 33-50047-01).
5. -- Opinion of Stephen E. Brilz.
(12.) -- Computation of Ratio of Earnings to Fixed Charges. (Exhibit 12 to Form 10-Q
for the quarter ended June 30, 1996, File No. 1-8611).
23-A. -- Consent of Coopers & Lybrand L.L.P.
23-B. -- Independent Auditors' Consent--Deloitte & Touche LLP
23-C. -- Consent of counsel is contained in opinion of counsel filed as Exhibit 5.
24. -- Powers of Attorney.
25. -- Statement of Eligibility of Trustee.
</TABLE>

ITEM 17. UNDERTAKINGS.

U S WEST and Capital Funding hereby undertake that, for purposes of
determining any liability under the Securities Act of 1933, each filing of U S
WEST'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 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.

II-2
<PAGE>
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of U S
WEST and Capital Funding pursuant to the provisions referred to in Item 15
(other than the insurance policies referred to therein), or otherwise, U S WEST
and Capital Funding have 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 U S WEST or
Capital Funding of expenses incurred or paid by a director, officer or
controlling person of U S West or Capital Funding in the successful defense of
any action, suit or proceeding) is asserted against U S WEST or Capital Funding
by such director, officer or controlling person in connection with the
securities being registered, U S WEST and Capital Funding will, unless in the
opinion of their 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.

U S WEST and Capital Funding hereby undertake:

(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this 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 the undertakings set forth in paragraphs (i) and (ii)
above 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 U S WEST pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this 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.

U S WEST and Capital Funding hereby undertake that:

(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of a registration statement in reliance upon Rule 430A and contained in the
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4)
or 497(h) under the Securities Act shall be deemed to be part of the
registration statement as of the time it was declared effective.

(2) For the purposes of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus 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.

II-3
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities 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-3 and has duly caused this Registration
Statement or amendment thereto to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Englewood, State of Colorado, on the
25th day of October, 1996.

U S WEST, Inc.

By /s/ STEPHEN E. BRILZ

------------------------------------
Stephen E. Brilz
ASSISTANT SECRETARY

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or amendment thereto has been signed below 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 AND ACCOUNTING OFFICER:

MICHAEL P. GLINSKY* Executive Vice President and
Chief Financial Officer

DIRECTORS:

REMEDIOS DIAZ-OLIVER*
GRANT A. DOVE*
ALLAN D. GILMOUR*
PIERSON M. GRIEVE*
ALLEN F. JACOBSON*
RICHARD D. MCCORMICK*
MARILYN CARLSON NELSON*
FRANK POPOFF*
JERRY O. WILLIAMS*

*By /s/ STEPHEN E. BRILZ

-----------------------------------
Stephen E. Brilz
ATTORNEY-IN-FACT

Dated: October 25, 1996

II-4
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, U S WEST Capital
Funding, Inc. certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-3 and has duly caused this
Registration Statement or amendment thereto to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Englewood, State of
Colorado, on the 25th day of October, 1996.

U S WEST Capital Funding, Inc.

By /s/ STEPHEN E. BRILZ

------------------------------------
Stephen E. Brilz
SECRETARY

PRINCIPAL EXECUTIVE OFFICER:

JAMES T. ANDERSON* President

PRINCIPAL FINANCIAL OFFICER:

RAHN K. PORTER* Vice President and Treasurer

PRINCIPAL ACCOUNTING OFFICER:

JAMES R. TAUCHER* Vice President and Controller

DIRECTORS:

MICHAEL P. GLINSKY*
JAMES T. ANDERSON*

*By /s/ STEPHEN E. BRILZ

-----------------------------------
Stephen E. Brilz
ATTORNEY-IN-FACT

Dated: October 25, 1996

II-5
<PAGE>
EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT DESCRIPTION PAGE
- --------- -------------------------------------------------------------------------------------------- ---------

<S> <C> <C> <C>
(1-A.) -- Form of Underwriting Agreement (Exhibit 4.1 to Form 8-K dated October 6, 1995, File No.
1-8611).....................................................................................
(1-B.) -- Form of Distribution Agreement (Exhibit 4.2 to Form 8-K dated October 27, 1995, File No.
1-8611).....................................................................................
(4-A.) -- Form of Indenture among U S WEST Capital Funding, Inc., U S WEST, Inc. and First National
Bank of Santa Fe, as Trustee. (Exhibit 4-C to Current Report on Form 8-K dated June 10,
1988, File No. 1-8611). The form or forms of Debt Securities with respect to each particular
series of Debt Securities registered hereunder will be filed as an exhibit to a Current
Report on Form 8-K of U S WEST and incorporated herein by reference.........................
(4-B.) -- Form of First Supplemental Indenture (Exhibit 4-B to Registration Statement Nos. 33-50047
and 33-50047-01)............................................................................
5. -- Opinion of Stephen E. Brilz.................................................................
(12.) -- Computation of Ratio of Earnings to Fixed Charges. (Exhibit 12 to Form 10-Q for the quarter
ended June 30, 1996, File No. 1-8611).......................................................
23-A. -- Consent of Coopers & Lybrand L.L.P..........................................................
23-B. -- Independent Auditors' Consent--Deloitte & Touche LLP........................................
23-C. -- Consent of counsel is contained in opinion of counsel filed as Exhibit 5....................
24. -- Powers of Attorney..........................................................................
25. -- Statement of Eligibility of Trustee.........................................................
</TABLE>

<PAGE>

October 25, 1996

U S WEST, Inc.
U S WEST Capital Funding, Inc.
7800 East Orchard Road
Englewood, Colorado 80111

Re: Public Offering Debt Securities

Gentlemen and Ladies:

I have examined the Registration Statement on Form S-3 filed
contemporaneously herewith (the "Registration Statement") by U S WEST, Inc.
and U S WEST Capital Funding, Inc. (the "Registrants"), with the Securities
and Exchange Commission (the "Commission") in connection with the
registration under the Securities Act of 1933, as amended, of up to
$4,000,000,000 of debt securities ("Debt Securities"). I have examined the
indenture dated as of April 15, 1988 and amended as of November 1, 1995, by and
among U S WEST, Inc. U S WEST Capital Funding, Inc., and First National Bank
of Santa Fee, as Trustee, under which the Debt Securities are to be issued
(the "Indenture"), and such other documents, certificates and matters of fact
as I have deemed necessary for purposes of this opinion. I am familiar with
the proceedings taken and proposed to be taken by the Registrants in
connection with the proposed authorization, issue and sale of the Debt
Securities.

I am also familiar with the proposed opinion of legal counsel qualified
to practice in New York concerning the validity, legality, and binding effect
of the Debt Securities under New York law, upon which opinion I will rely in
delivering my opinion pursuant to Section 6(b)(2) of the Distribution Agreement
and Section 5(c) of the Underwriting Agreement, each of which has been filed
as an exhibit to the Registration Statement.

Based upon the foregoing, and in reliance thereon, it is my opinion
that, subject to the receipt of payment for the Debt Securities and subject
to the terms of the Debt Securities being otherwise in compliance with then
applicable law, when the Debt Securities have been duly authorized, executed,
authenticated and delivered in accordance with the terms of the applicable
resolutions of the respective Boards of Directors of the Registrants, and any
legally required consents, approvals, authorizations, and other orders of the
Commission or any other judicial or regulatory authorities to be obtained,
and, to the extent applicable, the articles or certificate of incorporation
and bylaws of the registrants and the Indenture, the Debt Securities will
constitute legally issued and binding obligations of U S WEST, Inc. and/or U S

<PAGE>

WEST Capital Funding, Inc., except as may be limited by bankruptcy,
insolvency, reorganization, moratorium, or similar laws affecting creditors'
rights generally, and except that the remedies of specific performance and
injunctive and other forms of equitable relief are subject to certain
equitable defenses and to the discretion of the court before which any
proceeding therefor may be brought.

I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, and I further consent to the use of my name under the
caption "Legal Opinions" in the Prospectus forming a part of the Registration
Statement.

Very truly yours,

/s/ Stephen E. Brilz

Stephen E. Brilz

<PAGE>

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

We consent to the incorporation by reference in this Registration
Statement of U S WEST, Inc. on Form S-3 of our report, 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 1993, dated February 12, 1996, except for Note 4,
paragraph 3, as to which the date is February 27, 1996, on our audits of the
consolidated financial statements of U S WEST, Inc., as of December 31, 1995
and 1994, and for the years ended December 31, 1995, 1994 and 1993, which
report is included in U S WEST, Inc.'s Annual Report on Form 10-K. We also
consent to the incorporation by reference of our report dated February 12,
1996 on the related consolidated financial statement schedule, which report
is included in U S WEST, Inc.'s Annual Report on Form 10-K.

We consent to the incorporation by reference in this Registration
Statement of U S WEST, Inc. on Form S-3 of our report, 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 1993, dated February 12, 1996, on our audits of the
combined financial statements of U S WEST Communication Group, as of December
31, 1995 and 1994, and for the years ended December 31, 1995, 1994 and 1993,
which report is included in U S WEST, Inc.'s Annual Report on Form 10-K.

We consent to the incorporation by reference in this Registration
Statement of U S WEST, Inc. on Form S-3 of our report, dated February 12,
1996, except for Note 5, paragraph 3, as to which the date is February 27,
1996, on our audits of the combined financial statements and Supplementary
Selected Proportionate Results of Operations of U S WEST Media Group, as of
December 31, 1995 and 1994, and for the years ended December 31, 1995, 1994
and 1993, which report is included in U S WEST, Inc.'s Annual Report on Form
10-K.

We also consent to the reference to our firm under the caption "Experts".

/s/ Coopers & Lybrand, L.L.P.

Denver, Colorado
October 24, 1996

<PAGE>

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration
Statement of U S WEST, Inc. and U S WEST Capital Funding, Inc. on Form S-3
(the "Registration Statement") of our report, dated February 14, 1996 (which
includes an explanatory paragraph related to changes in accounting for income
taxes and investments in 1993 and 1994, respectively), with respect to the
consolidated financial statements of Continental Cablevision, Inc. and
subsidiaries appearing in the Registration Statement on Form S-4 of U S WEST,
Inc. (which includes the proxy statement of Continental Cablevision, Inc.
related to the proposed merger of Continental Cablevision, Inc. into U S WEST,
Inc. or a subsidiary of U S WEST, Inc.), which report has been incorporated
by reference in the Current Report on Form 8-K of U S WEST, Inc., dated
October 15, 1996.

We also consent to the reference to our firm under the heading "Experts"
in the Registration Statement.

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP
Boston, Massachusetts
October 23, 1996

<PAGE>

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, a
Registration Statement on Form S-3, (the "Registration Statement") for the
registration of Guarantees of $4,000,000,000 of debt securities to be issued
by U S WEST Capital Funding, Inc.; and

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

NOW, THEREFORE, each of the undersigned constitutes and appoints JAMES
T. ANDERSON and STEPHEN E. BRILZ, 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 Statement, and
thereafter to execute and file any amended registration statement or
statements or supplements thereto, 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 October 1996.

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

/s/ MICHAEL P. GLINSKY
-------------------------------
Michael P. Glinsky
Executive Vice President and
Chief Financial Officer

<PAGE>

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

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

IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney this 4th day of October 1996.

/s/ REMEDIOS DIAZ-OLIVER /s/ RICHARD D. MCCORMICK
- -------------------------------- --------------------------------
Remedios Diaz-Oliver Richard D. McCormick

/s/ GRANT A. DOVE /s/ MARILYN C. NELSON
- -------------------------------- --------------------------------
Grant A. Dove Marilyn C. Nelson

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

/s/ PIERSON M. GRIEVE /s/ JERRY O. WILLIAMS
- -------------------------------- --------------------------------
Pierson M. Grieve Jerry O. Williams

/s/ ALLEN F. JACOBSON
- --------------------------------
Allen F. Jacobson

<PAGE>

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

WHEREAS, U S WEST Capital Funding, Inc., a Colorado 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, a Registration Statement on Form S-3, (the "Registration Statement")
for the registration of $4,000,000,000 of debt securities to be issued by the
Company; 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 STEPHEN E.
BRILZ as attorney 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
Statement, and thereafter to execute and file any amended registration statement
or statements or supplements thereto, hereby giving and granting to said
attorney 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
attorney 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 October, 1996.

/s/ MICHAEL P. GLINSKY
-----------------------------------------
Michael P. Glinsky
Director

/s/ JAMES T. ANDERSON
-----------------------------------------
James T. Anderson
President and Director

/s/ RAHN K. PORTER
-----------------------------------------
Rahn K. Porter
Vice President and Treasurer

/s/ JAMES R. TAUCHER
-----------------------------------------
James R. Taucher
Vice President and Controller

<PAGE>

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE
PURSUANT TO SECTION 305(b)(2)______________

--------------------------

THE FIRST NATIONAL BANK OF SANTA FE
(EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)

A NATIONAL BANK 85-0067165
(I.R.S. EMPLOYER
IDENTIFICATION NO.)

62 LINCOLN AVENUE WEST
SANTA FE, NEW MEXICO 87501-0609
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

THOMAS K. KILLION (505) 992-2409
THE FIRST NATIONAL BANK OF SANTA FE
P.O. BOX 609
SANTA FE, NEW MEXICO 87504
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)

--------------------------

US WEST CAPITAL FUNDING, INC.
(EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER)

COLORADO 84-1028672
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)

7800 EAST ORCHARD ROAD
ENGLEWOOD, COLORADO 80111
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

--------------------------

US WEST, INC.
(EXACT NAME OF GUARANTOR AS SPECIFIED IN ITS CHARTER)

DELAWARE 84-0926774
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)

7800 EAST ORCHARD ROAD
ENGLEWOOD, COLORADO 80111
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

--------------------------

GUARANTEED DEBT SECURITIES
(TITLE OF THE INDENTURE SECURITIES)

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

<PAGE>

GENERAL

ITEM 1. GENERAL INFORMATION.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervision
authority to which it is subject.
Comptroller of the Currency, Washington, D.C. 20219
Federal Deposit Insurance Corporation, Washington, D.C. 20219
Federal Reserve Bank of Kansas City, Kansas City, Missouri 64198

(b) Whether it is authorized to exercise corporate trust powers. Yes.

ITEM 2. AFFILIATIONS WITH THE OBLIGOR.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.

ITEM 3. THROUGH ITEM 15. NOT APPLICABLE.
There is no existing default under any Indenture of the Obligor for
which the Trustee is the Indenture Trustee.

ITEM 16. LIST OF EXHIBITS
List below all exhibits filed as a part of this Statement of
Eligibility.

EXHIBIT
NUMBER
- -------
1. A copy of the articles of association of the trustee now in effect.

2. A copy of the certificates of authority of the trustee to commence
business. (Incorporated herein by this reference to Exhibit 2 to
Form T-1, Statement of Eligibility and Qualification Under the Trust
Indenture Act of 1939, File No. 22-14889).

3. A copy of the authorization of the trustee to exercise corporate trust.
(Incorporated herein by this reference to Exhibit 3 to Form T-1,
Statement of Eligibility and Qualification Under the Trust Indenture
Act of 1939, File No. 22-14889).

4. A copy of the existing by-laws of the trustee.

5. Not applicable.

6. The consent of the trustee required by Section 321(b) of the Act.

7. A copy of the latest report of condition of the trustee published
pursuant to law or the requirements of its supervising or examining
authority.

8. Not applicable.

9. Not applicable.

<PAGE>

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended,
the trustee, The First National Bank of Santa Fe, a national bank organized
and existing under the laws of the United States of America, has duly caused
this Statement of Eligibility to be signed on its behalf by the undersigned,
thereunto duly authorized, all in the City of Santa Fe, and State of New
Mexico, on the 21st of October, 1996.

The First National Bank of Santa Fe Trustee

by /s/ THOMAS K. KILLION
-------------------------------------
Thomas K. Killion
Senior Vice President
and Trust Department Manager

<PAGE>

Exhibit 6

CONSENT OF TRUSTEE

Pursuant to the requirements of Section 321(b) of the Trust Indenture Act of
1939 in connection with the registration of Debt Securities by U.S. WEST
CAPITAL FUNDING, Inc. and the Guarantees of U.S. WEST, Inc. to be endorsed
thereon, we hereby consent that reports of examinations by Federal, State,
Territorial or District authorities may be furnished by such authorities to
the Securities and Exchange Commission upon request therefor.

The First National Bank of Santa Fe

by /s/ THOMAS K. KILLION
-------------------------------------
Thomas K. Killion
Senior Vice President
and Trust Department Manager

Dated: October 21, 1996

<PAGE>

TABLE OF CONTENTS

Page
----

ARTICLE I Title 1

ARTICLE II Place of Business 1

ARTICLE III Directors 1

ARTICLE IV Annual Meeting of Shareholders 2

ARTICLE V Nomination and Election of Directors 2

ARTICLE VI Capital Stock - Preemptive Rights -
Debt Obligations 3

ARTICLE VII Officers of Association 4

ARTICLE VIII Change of Location 4

ARTICLE IX Corporate Existence 5

ARTICLE X Special Meetings of Shareholders 5

ARTICLE XI Indemnification 5

ARTICLE XII Amendment of Articles of Association 6

<PAGE>

EXHIBIT 1

THE FIRST NATIONAL BANK OF SANTA FE

CHARTER NO. 1750

ARTICLES OF ASSOCIATION

As Amended March, 1978

ARTICLE I

TITLE
The title of this Association shall be The First National Bank of Santa Fe.

ARTICLE II
PLACE OF BUSINESS

The main office of the Association shall be in Santa Fe, County of
Santa Fe, State of New Mexico. The general business of the Association shall
be conducted at its main office and its branches.

ARTICLE III

DIRECTORS

The Board of Directors of this Association shall consist of not less than
five nor more than twenty-five shareholders, the exact number of Directors
within such minimum and maximum limits to be fixed and determined from time
to time by resolution of a majority of the full Board of Directors or by
resolution of the shareholders at any annual or special meeting thereof.
Unless otherwise provided by the laws of the United States, any vacancy in
the Board of Directors for any reason, including an increase in the number
thereof, may be filled by action of the Board of Directors.

<PAGE>

ARTICLE IV

ANNUAL MEETING OF SHAREHOLDERS

The annual meeting of the shareholders for the election of Directors and
the transaction of whatever other business may be brought before said meeting
shall be held at the main office or such other place as the Board of
Directors may designate, on the day of each year specified therefor by the
Bylaws, but if no election is held on that day, it may be held on any
subsequent day according to the provisions of law; and all elections shall be
held according to such lawful regulations as may be prescribed by the Board
of Directors.

ARTICLE V

NOMINATION AND ELECTION OF DIRECTORS

Nominations for election to the Board of Directors may be made by the Board
of Directors or by any stockholder of any outstanding class of capital stock of
the Bank entitled to vote for election of directors. Nominations, other than
those made by or on behalf of the existing management of the bank, shall be made
in writing and shall be delivered or mailed to the President of the bank and to
the Comptroller of the Currency, Washington, D.C., not less than 14 days nor
more than 50 days prior to any meeting of stockholders called for the election
of directors, provided, however, that if less than 21 days' notice of the
meeting is given to shareholders, such nomination shall be mailed or delivered
to the President of the bank and to the Comptroller of the Currency not later
than the close of business on the seventh

-2-

<PAGE>

day following the day on which the notice of meeting was mailed. Such
notification shall contain the following information to the extent known to the
notifying shareholder: (a) the name and address of each proposed nominee; (b)
the principal occupation of each proposed nominee; (c) the total number of
shares of capital stock of the bank that will be voted for each proposed
nominee; (d) the name and residence address of the notifying shareholders; and
(e) the number of shares of capital stock the Bank owned by the notifying
shareholder. Nominations not made in accordance herewith may, in his
discretion, be disregarded by the chairman of the meeting, and upon his
instructions, the vote tellers may disregard all votes cast for each such
nominee.

ARTICLE VI

CAPITAL STOCK - PREEMPTIVE RIGHTS - DEBT OBLIGATIONS

The authorized amount of capital stock of this Association shall be One
Million One Hundred Thousand Dollars ($1,100,000) shares of common stock of the
par value of Ten Dollars ($10.00) each; but said capital stock may be increased
or decreased from time to time, in accordance with the provisions of the laws of
the United States.

No holder of shares of the capital stock of any class of the corporation
shall have any preemptive or preferential right of subscription to any shares of
any class of stock of the corporation, whether now or hereafter authorized, or
to any obligations convertible into stock of the corporation, issued or sold,
nor any right of subscription to any thereof other than such, if any, as the
Board of Directors, in its discretion, may from time to time fix.

The Association, at any time and from time to time, may authorize and issue
debt obligations, whether or not subordinated, without the approval of the
shareholders.

-3-

<PAGE>

ARTICLE VII

OFFICERS OF ASSOCIATION

The Board of Directors shall appoint one of its members President of this
Association, who shall be Chairman of the Board, unless the Board appoints
another director to be Chairman. The Board of Directors shall have the power
to appoint one or more Vice Presidents; and to appoint a Cashier and such
other officers and employees as may be required to transact the business of
the Association.

The Board of Directors shall have the power to define the duties of the
officers and employees of the Association; to fix the salaries to be paid to
them; to dismiss them; to require bonds from them and to fix the penalty
thereof; to regulate the manner in which any increase of the capital of the
Association shall be made; to manage and administer the business affairs of the
Association; to make all Bylaws that it may be lawful for them to make; and
generally so do and perform all acts that it may be legal for a Board of
Directors to do and perform.

ARTICLE VIII

CHANGE OF LOCATION

The Board of Directors shall have the power to change the location of the
main office to any other place within the limits of Santa Fe County, without the
approval of the shareholders but

-4-

<PAGE>

subject to the approval of the Comptroller of the Currency; and shall have the
power to establish or change the location of any branch or branches of the
Association to any other location, without the approval of the shareholders but
subject to the approval of the Comptroller of the Currency.

ARTICLE IX

CORPORATE EXISTENCE

The corporate existence of this Association shall continue until terminated
in accordance with the laws of the United States.

ARTICLE X

SPECIAL MEETINGS OF SHAREHOLDERS

The Board of Directors of this Association, or any three or more
shareholders owning, in the aggregate, not less than 20 percent of the stock of
this Association, may call a special meeting of shareholders at any time.
Unless otherwise provided by the laws of the United States, a notice of the
time, place and purpose of every annual and special meeting of the shareholders
shall be given by first-class mail, postage prepaid, mailed at least ten days
prior to the date of such meeting to each shareholder of record at his address
as shown upon the books of this Association.

ARTICLE XI

INDEMNIFICATION

Any person, his heirs, executors or administrators, may be indemnified or
reimbursed by the Association for reasonable expenses actually incurred in
connection with any action, suit, or proceeding, civil or criminal, to which he
or they shall be made a party by reason of his being or having been a director,
officer or employee of the Association or of any firm, corporation, or
organization which he served in any such capacity at the request of the
Association; Provided, however, that no person shall be so indemnified or
reimbursed in relation to any matter in such

-5-

<PAGE>

action, suit, or proceeding as to which he shall finally be adjudged to have
been guilty of or liable for negligence or willful misconduct in the
performance of his duties to the Association: And, provided further, that
no person shall be so indemnified or reimbursed in relation to any matter in
such action, suit or proceeding which has been made the subject of a
compromise settlement except with the approval of a court of competent
jurisdiction, or the holders of record of a majority of the outstanding
shares of the Association, or the Board of Directors, acting by vote of
directors not parties to the same or substantially the same action, suit or
proceeding, constituting a majority of the whole number of the directors.
The foregoing right of indemnification or reimbursement shall not be
exclusive of other rights to which such person, his heirs, executors, or
administrators, may be entitled as a matter of law.

ARTICLE XII

AMENDMENT OF ARTICLES OF ASSOCIATION

These Articles of Association may be amended at any regular or special
meeting of the shareholders by the affirmative vote of the holders of a majority
of the stock of this Association, unless the vote of the holders of a greater
amount of stock is required by law, and in that case by the vote of the holders
of such greater amount.

-6-

<PAGE>

ARTICLES OF AMENDMENT
TO THE
ARTICLES OF ASSOCIATION
OF
THE FIRST NATIONAL BANK OF SANTA FE

(hereinafter known as Banquest/First National Bank of Santa Fe)

In accordance with 12 U.S.C. 21a and 12 U.S.C. 30, The First National
Bank of Santa Fe has adopted Articles of Amendment to its Articles of
Association.

A. Article I of the Articles of Association states that the title of this
Association shall be The First National Bank of Santa Fe.

B. The amendment adopted by the shareholders of the association at a meeting of
shareholders held on March 16, 1984, and determined to be effective on June
30, 1984, provided for the deletion of Article First of the Articles of
Association and the substitution of the following therefor:

ARTICLE I

Title

The name of this Association shall be BANQUEST/FIRST NATIONAL BANK OF SANTA FE.

<PAGE>

WAIVER OF NOTICE OF MEETING,

WAIVER OF MEETING

AMENDMENT OF ARTICLES OF ASSOCIATION

New Mexico Banquest Corporation owns 100% of the shares of stock in
Banquest/First National Bank of Santa Fe. By the signature of Edward B.
Bennett, Jr., Chairman of New Mexico Banquest Corporation, notice of a
shareholders' meeting for the purpose of electing directors and amending the
Articles of Association is waived and the requirement of a meeting for the
purpose of amending the Articles of Association is also waived.

The signature of Edward B. Bennett, Jr. indicates that New Mexico Banquest
Corporation votes all of its shares in favor of an amendment to the Articles of
Association. The amendment provides for the deletion of Article XI of the
current Articles of Association and substitution of the following therefor:

ARTICLE XI

INDEMNIFICATION

The Association shall indemnify any person made or threatened to be made a
party or a witness, to any proceeding whether civil, criminal, administrative or
investigative, by reason of the fact that the person is or was a director,
officer, employee or agent of the Association, or is or was serving at the
request of the Association as a director, officer, employee or agent of another
company, partnership, joint venture, trust or other enterprise against expenses
(including costs and attorneys' fees), judgments, penalties, fines, or amounts
paid in settlement actually and reasonably incurred by the person in connection
with the proceeding, to the fullest extent and under all the circumstances
permitted by the New Mexico Business Corporation Act, and not prohibited by
applicable bank regulation. The indemnification shall be made as authorized in
a specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances, as provided in the
New Mexico Business Corporation Act.

The foregoing right of indemnification is not exclusive of any other rights to
which a person seeking indemnification may be entitled under any bylaw, policy,
agreement, vote of stockholders or disinterested

<PAGE>

directors or otherwise, and shall inure to the benefit of the heirs, devisees,
executors, administrators and personal representatives of the person. In
addition, the Board of Directors may, in the discretion of the Board of
Directors, authorize the purchase of a policy or policies of insurance against
any liability of the Association to indemnify any person as provided in this
Article, containing such terms and conditions as the Board may deem appropriate.
The policy or policies may include provisions for the direct indemnification of
directors, officers or other persons and for expenses of a kind not specifically
subject to indemnification as provided in this Article.

-------------------------
Edward B. Bennett, Jr.

July 30, 1987
-------------
Date

<PAGE>

EXHIBIT 4

BYLAWS

BANQUEST/FIRST NATIONAL BANK OF SANTA FE

May 21, 1984

WBB/kf

<PAGE>

BANQUEST/FIRST NATIONAL BANK OF SANTA FE

BYLAWS

ARTICLE I

MEETING OF SHAREHOLDERS

SECTION 1.1. ANNUAL MEETING. An annual meeting of shareholders shall be held
for the election of directors and for such other business as may properly
come before the meeting. The meeting shall be held each year on a day in
March designated by the board of directors at the bank's main office located
on the Plaza in the city of Santa Fe in Santa Fe County, unless otherwise
specified by the board of directors. If, from any cause, an election of
directors is not made on the said day, the board of directors shall order the
election to be held on some subsequent day, as soon thereafter as
practicable, according to the provisions of law. Notice thereof shall be
given in the manner provided for the annual meeting.

SECTION 1.2 NOTICE. At least ten days prior to the date of every
shareholders' meeting, notice of the meeting shall be mailed, postage
prepaid, to each shareholder of record at the address above upon the books of
the bank. The notice shall state the time, place and purpose of the meeting.

Any shareholder may at any time waive any notice required to be given under
these bylaws of any shareholders' meeting. The presence of a shareholder in
person or proxy at any shareholders' meeting shall be deemed such a waiver.

SECTION 1.3. NOMINATIONS FOR DIRECTORS. Nominations for election to the
board of directors may be made by the board of directors or by any
shareholder of any outstanding class of capital stock of the bank entitled to
vote for the election of directors. Nominations, other than those made by or
on behalf of existing management of the bank, shall be made in writing and
shall be delivered or mailed to the president of the bank and to the
Comptroller of the Currency, Washington, D.C., not less than 14 days nor more
than 50 days prior to any meeting of shareholders called for the election of
directors. However, if less than 21 days' notice of the meeting is given to
shareholders, such nomination shall be mailed or delivered to the president
of the bank and to the Comptroller of the Currency not later than the close
of business on the seventh day following the day on which the notice of
meeting was mailed.

<PAGE>

Such notification shall contain the following information to the extent known
to the notifying shareholder: (a) the name and address of each proposed
nominee; (b) the principal occupation of each proposed nominee; (c) the total
number of shares of capital stock of the bank that will be voted for each
proposed nominee; (d) the name and residence address of the notifying
shareholder; and (e) the number of shares of capital stock of the bank owned
by the notifying shareholder.

Nominations not made in accordance herewith may, at the chairman's
discretion, be disregarded and, upon his instructions, the vote tellers may
disregard all votes cast for each such nominee.

SECTION 1.4. QUORUM. A majority of stock issued and outstanding represented
in person or by proxy, shall be a quorum. Less than a quorum may adjourn any
meeting, from time to time, and the meeting may be held, as adjourned,
without further notice.

SECTION 1.5. PROXIES AND VOTING.

In any meeting of the shareholders, a record shall be made showing the names
of the shareholders represented by proxy and the number of shares held by
each, the date received and the names of the proxies.

Shareholders may vote at any meeting of the shareholders by proxies duly
authorized in writing, but no officer or employee of the bank shall act as
proxy. Proxies shall be valid only for the meeting specified.

Each outstanding share entitled to vote shall be entitled to one (1) vote on
each matter submitted to a vote and represented at a meeting of shareholders,
except as other-wise provided in the Articles of Association.

-2-

<PAGE>

SECTION 1.6. BUSINESS OF MEETING. The holders of a majority of the outstanding
shares entitled to vote and represented at the meeting may choose persons to
act as chairman and as secretary of the meeting.

The results of election shall be tabulated shoving the a number of shares voted
on each action taken, including the number of shares voted for each candidate
for director. The record of elections shall be delivered to the cashier who
shall include the returns in the minute book of the bank.

SECTION 1.7. SPECIAL MEETINGS. Except as otherwise specifically provided by
statute, special meetings of the shareholders may be called for any purpose at
any time by the board of directors or by shareholders owning, in the aggregate,
not less than twenty (20) percent of the stock of the bank. Every such special
meeting, unless other-wise provided by law, shall -be called by mailing, postage
prepaid, not less than ten days prior to the date fixed for such meeting, to
each shareholder at his address appearing on the books of the bank, a notice
stating the time, place and purpose of the meeting.

ARTICLE II

DIRECTORS

SECTION 2.1. BOARD OF DIRECTORS. The board of directors (hereinafter referred
to as the "board") shall manage and administer the business and affairs of the
bank. Except as expressly limited by law, all corporate powers of the bank
shall be vested in and may be exercised by the board.

SECTION 2.2. NUMBER. The board of directors shall consist of not less than five
nor more than twenty-five members. The number will be determined by resolution
of a majority of the board.

SECTION 2.3. TERM OF OFFICE. A director elected at the annual meeting shall
hold office for one year from the day the oath of office is taken and until his
successor is elected and has qualified.

-3-
<PAGE>

SECTION 2.4 VACANCIES AND EXPANSION. Any vacancies occurring in the board
directors shall be filled by appointment by the remaining directors. Any
opening for director resulting from the board's decision to expand the number of
directors will be filled by appointment by the board.

The directors may not increase the number of directors to a number which exceeds
the limitations set by law. In no event shall the number of directors exceed
twenty-five. Any such appointment will require a majority vote by the board and
any director so appointed shall hold office until the next election.

SECTION 2.5. REMOVAL OF DIRECTORS. At a shareholders' meeting called expressly
for that purpose, one or more directors or the entire board of directors, may be
removed with or without cause, by a vote of the holders of a majority of the
shares present or represented and entitled to vote at an election of directors.

SECTION 2.6. QUALIFYING SHARES. Each director, in order to qualify, must own
not less than the legally required number of shares of capital stock of New
Mexico Banquest Corporation or New Mexico Banquest Investors Corporation and
said stock shall not be pledged or encumbered.

SECTION 2.7. ORGANIZATIONAL. Following the annual meeting of the shareholders,
the president of the bank shall notify promptly the directors-elect of their
election; and they shall meet within ten days from the date of the annual
meeting for the purpose of taking their oaths, organizing the new board,
certifying officers for the ensuing year and transacting such other business as
properly may come before the meeting.

SECTION 2.8. REGULAR MEETING. A regular meeting of the board of directors shall
be held, without notice, each month at the main office. When any regular
meeting of the board falls upon a holiday, the meeting shall be held on the next
banking day designated by the board.

SECTION 2.9. SPECIAL MEETINGS. Special meetings of the board of directors may
be called by the chairman or president of the bank, or at the request of three
or more directors. Each member of the board of directors shall be given notice
by telegram, letter, or in person, stating the time and place of each such
meeting.

-4-

<PAGE>

SECTION 2.10. QUORUM. A majority of the members of the board of directors but
not less than a majority of the entire board shall constitute a quorum for the
transaction of business. If, at the time fixed for any meeting, including the
organizational meeting, a quorum is not present, the directors in attendance
may. adjourn the meeting from time to time until a quorum is present.

SECTION 2.11. WAIVER OF NOTICE. Any director may at any time waive any notice
of any directors' meetings required to be given under these bylaws. The
presence of a director in person at any directors' meeting shall be deemed such
a waiver.

SECTION 2.12. MINUTES. The minute book of the proceedings of the board of
directors shall include the proceedings of all regular and special meetings of
the board of directors, the bank's articles of association and bylaws and such
other matters as the board may from time to time direct the secretary to
include. The minutes of each meeting of the board shall be signed-by the
chairman and the secretary.

SECTION 2.13. COMMITTEES OF THE BOARD. The board of directors may delegate such
of its powers, but not any of its responsibilities, to such persons or
committees as the board may determine to assist in the bank's executive
direction, planning, control and communications.

ARTICLE III

OFFICERS AND EMPLOYEES

SECTION 3.1. CHAIRMAN. The board of directors shall appoint one of its members
to be chairman to serve at the pleasure of the board. Such person shall preside
at all - meetings of the board of directors. The chairman shall supervise the
carrying out of the policies adopted or approved by the board; shall have
general executive powers, as well as the specific powers conferred by these
bylaws; and shall have and may exercise such further powers and duties as from
time to time may be conferred upon or assigned by the board of directors.

-5-
<PAGE>

SECTION 3.2. PRESIDENT. The board of directors shall appoint one of its members
to be president of the bank. In the absence of the chairman, the president
shall preside at any meeting of the board. The president shall have general
executive powers, and shall have and may exercise any an all other powers and
duties pertaining by law, regulation or practice to the office of president, or
imposed by these bylaws. The president shall also have and may exercise such
further powers and duties as from time to time may be conferred or assigned by
the board of directors.

SECTION 3.3. CHIEF EXECUTIVE OFFICER. The chief executive officer will be
either the president or the chairman as designated by the board of directors.

SECTION 3.4. VICE PRESIDENT. The board of directors may appoint one or more
vice presidents. Each vice president shall have such powers and duties as may
be assigned by the board of directors. One vice president shall be designated
by the board of directors, in the absence of the president, to perform all the
duties of the president.

SECTION 3.5. SECRETARY. The board of directors shall appoint a secretary who
shall keep accurate minutes of all meetings. The secretary shall attend to the
giving of all notices required by these bylaws to be given.

SECTION 3.6. CASHIER. The board of directors shall appoint a cashier who shall
be custodian of the corporate seal, records, documents and papers of the bank;
shall provide for the keeping of proper records of all transactions of the bank;
shall have and may exercise any and all other powers and duties pertaining by
law, regulation or practice, to the office of cashier, or imposed by these
bylaws.

-6-
<PAGE>

SECTION 3.7. OTHER OFFICERS. The board of directors may appoint one or more
assistant vice presidents, one or more trust officers, one or more assistant
secretaries, one or more assistant cashiers, one or more managers and assistant
managers of branches and such other officers as may be required or desirable to
transact the business of the bank. Such officers shall respectively exercise
such powers and perform such duties as pertain to their several offices, or as
may be conferred upon or assigned to them by the board of directors, the
chairman or the president.

SECTION 3.8. TENURE OF OFFICE. The chairman, president and all other officers
shall hold office for the current year for which the board was elected, unless
they shall resign, become disqualified or be removed by the board of directors,
the chairman or the president.

-7-
<PAGE>

ARTICLE IV

COMPANY AND BANK INTERACTION

SECTION 4.1. New Mexico Banquest Corporation and the bank have a common purpose
to assure a secure bank and to provide competitive and profitable customer
services.

Banquest, because of its responsibility to its stockholders, is obliged to
establish high managerial and operational standards and to provide the
technical, administrative and executive direction to accomplish these standards.
The bank, therefore, will cooperate in every way with Banquest in the adoption
of written policies and procedures and particularly the management of the
following activities and matters:

1. Internal auditing
2. Executive recruiting
3. Personnel and compensation
4. Dividends
5. Bank capital adequacy
6. Fixed asset investments
7. Standards or asset quality
8. Income tax planning
9. Marketing
10. Accounting standards
11. Securities and funds management

-8-

<PAGE>

ARTICLE V

STOCK. STOCK TRANSFERS AND DIVIDENDS

SECTION 5.1. THE STOCK CERTIFICATE. Certificates of stock shall be signed
manually or by facsimile process by the president or any designated vice
president, and by the secretary, assistant secretary, cashier, assistant
cashier, or any other officer appointed by the board of directors for that
purpose to be known as an authorized officer. Each certificate shall be
imprinted with the seal of the bank and shall state that the stock represented
thereby is transferable only upon the books of the bank.

SECTION 5.2. TRANSFER OF STOCK. Upon surrender to the bank of a certificate of
stock duly endorsed or accompanied by proper evidence of succession, assignment
or authority to transfer, it shall be the duty of the bank to issue a new
certificate to the person entitled thereto, and cancel the old certificate.
Every such transfer of stock shall be entered into the stockholder records of
the bank.

SECTION 5.3. DIVIDENDS. The board of directors may declare-and the bank may pay
a dividend quarterly in the manner and upon the-terms and conditions provided by
law.

-9-
<PAGE>

ARTICLE VI

AMENDMENTS TO THE BYLAWS

SECTION 6.1. AUTHORITY. The bylaws may be amended, altered or repealed at any
regular or special meeting of the board of directors, by a vote of a majority of
the whole number of directors.

ARTICLE VII

CORPORATE SEAL

SECTION 7.1. AUTHORITY. Those who have the authority to affix a corporate seal
of the bank and attest the same shall be the president, the cashier, or other
officer designated by the board of directors.

-10-
<PAGE>

EXHIBIT 6

CONSENT OF TRUSTEE

Pursuant to the requirements of Section 321(b) of the Trust Indenture Act of
1939 in connection with the registration of Debt Securities by U.S. WEST CAPITAL
FUNDING, Inc. and the Guarantees of U.S. WEST, Inc. to be endorsed thereon, we
hereby consent that reports of examinations by Federal, State, Territorial or
District authorities may be furnished by such authorities to the Securities and
Exchange Commission upon request therefor.

The First National Bank of Santa Fe

by /s/ Thomas K. Killion
---------------------------------
Thomas K. Killion
Senior Vice President and
Trust Department Manager

Dated: October 21, 1996
<PAGE>

EXHIBIT 7

STATEMENT OF FINANCIAL CONDITION 1995 ANNUAL REPORT

December 31, 1995 and 1994

1995 1994

<S> <C> <C>
ASSETS:
Cash and due from banks. . . . . . . . . . . . . . . . . $ 14,357,212 $ 20,253,339
Investment securities. . . . . . . . . . . . . . . . . . 39,023,521 50,575,525
Loans, net . . . . . . . . . . . . . . . . . . . . . . . 175,609,078 134,349,456
Premises and equipment, net. . . . . . . . . . . . . . . 3,915,398 3,750,703
Accrued interest receivable. . . . . . . . . . . . . . . 1,620,454 1,210,485
Other real estate owned. . . . . . . . . . . . . . . . . 321,043 393,636
Other assets . . . . . . . . . . . . . . . . . . . . . . 1,113,273 1,818,517
------------ ------------
Total Assets . . . . . . . . . . . . . . . . . . . . . . $ 235,959,979 $ 212,351,659
------------ ------------
------------ ------------

LIABILITIES AND STOCKHOLDER'S EQUITY:
Deposits
Non-interest bearing demand . . . . . . . . . . . . . $ 51,818,194 $ 51,340,152
Interest bearing. . . . . . . . . . . . . . . . . . . 150,402,703 138,548,593
------------ ------------

Total Deposits . . . . . . . . . . . . . . . . . . . . . 202,220,897 189,888,745

Federal funds purchased and securities
sold under repuchase agreements . . . . . . . . . . . . 3,696,680 4,594,068
Other borrowings . . . . . . . . . . . . . . . . . . . . 9,422,779 --
Accrued interest payable . . . . . . . . . . . . . . . . 736,712 399,004
Other liabilities. . . . . . . . . . . . . . . . . . . . 658,294 659,840
------------ ------------

Total Liabilities . . . . . . . . . . . . . . . . . . 216,735,362 195,541,657
------------ ------------

Stockholder's Equity
Common stock, $100 par value, 11,000 shares
authorized, issued and outstanding . . . . . . . . . 1,100,000 1,100,000
Capital surplus . . . . . . . . . . . . . . . . . . . 5,650,114 5,650,114
Unrealized gains (losses) on investment securities
available-for-sale, net of income tax effect . . . . 137,135 (583,605)
Undivided profits . . . . . . . . . . . . . . . . . . 12,337,368 10,643,493
------------ ------------

Total Stockholder's Equity. . . . . . . . . . . . . . . . . 19,224,617 16,810,002
------------ ------------

Total Liabilities and Stockholder's Equity. . . . . . . . . $ 235,959,979 $ 212,351,659
------------ ------------
------------ ------------
</TABLE>

<PAGE>

STATEMENT OF INCOME 1995 ANNUAL REPORT

December 31, 1995 and 1994

1995 1994

<S> <C> <C>
INTEREST INCOME:
Loans. . . . . . . . . . . . . . . . . . . . . . . . . . $ 15,483,484 $ 11,156,417
Investment Securities
Taxable . . . . . . . . . . . . . . . . . . . . . . . 2,502,990 2,431,803
Non-taxable . . . . . . . . . . . . . . . . . . . . . 160,315 102,241
Federal funds sold and other . . . . . . . . . . . . . . 115,504 444,573
------------ ------------

Total Interest Income. . . . . . . . . . . . . . . . . . 18,262,293 14,135,034

INTEREST EXPENSE:
Deposits . . . . . . . . . . . . . . . . . . . . . . . . 4,455,002 3,468,132
Federal funds purchased and securities sold
under repurchase agreements . . . . . . . . . . . . . . 615,957 158,087
Other borrowings . . . . . . . . . . . . . . . . . . . . 247,202 --
------------ ------------

Total Interest Expense . . . . . . . . . . . . . . . . . 5,318,161 3,626,219
------------ ------------
Net Interest Income . . . . . . . . . . . . . . . . . . 12,944,132 10,508,815
------------ ------------

LOAN LOSS BENEFIT:. . . . . . . . . . . . . . . . . . . . . -- 300,000
------------ ------------
Net interest income after loan loss benefit. . . . . . . 12,944,132 10,808,815
------------ ------------

OTHER INCOME:
Service charges on deposit accounts. . . . . . . . . . . 1,183,625 1,122,132
Trust department fees. . . . . . . . . . . . . . . . . . 955,867 916,697
Other. . . . . . . . . . . . . . . . . . . . . . . . . . 420,521 906,605
------------ ------------

Total Other Income . . . . . . . . . . . . . . . . . . . 2,560,013 2,945,434
------------ ------------

OTHER EXPENSES:
Salaries and employee benefits . . . . . . . . . . . . . 5,970,753 5,435,052
Net occupancy. . . . . . . . . . . . . . . . . . . . . . 861,025 804,896
Data processing. . . . . . . . . . . . . . . . . . . . . 663,031 572,108
Legal and professional fees. . . . . . . . . . . . . . . 502,944 542,064
Premises and equipment . . . . . . . . . . . . . . . . . 303,166 285,922
Other. . . . . . . . . . . . . . . . . . . . . . . . . . 2,537,487 2,413,108
------------ ------------

Total Other Expenses . . . . . . . . . . . . . . . . . . 10,838,406 10,053,150
------------ ------------

Income before income tax expense . . . . . . . . . . . . 4,665,759 3,701,099
Income tax expense . . . . . . . . . . . . . . . . . . . 1,671,863 1,197,054
------------ ------------

Net income . . . . . . . . . . . . . . . . . . . . . . . $ 2,993,876 $ 2,504,045
------------ ------------
------------ ------------
</TABLE>