Registration Nos. 33-50049, 33-50049-01, 33-19226
and 33-19226-01
Filing under Rule 424(b)(3)
PRICING SUPPLEMENT NO. 39 DATED FEBRUARY 1, 1996
(To Prospectus dated October 3, 1995, as supplemented by Prospectus
Supplements dated October 13, 1995 and November 1, 1995)
U S WEST CAPITAL FUNDING, INC.
MEDIUM-TERM NOTES
DUE NINE MONTHS OR MORE FROM DATE OF ISSUE
UNCONDITIONALLY GUARANTEED AS TO PAYMENT OF
PRINCIPAL, PREMIUM, IF ANY, AND INTEREST BY
U S WEST, INC.
____________________
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<CAPTION>
<S> <C>
Aggregate Principal Amount: $ 10,000,000
Settlement Date: February 6, 1996
Maturity: February 6, 2003
Coupon: 6.01%
</TABLE>
PURCHASE AS PRINCIPAL
This Pricing Supplement relates to $10,000,000 aggregate principal amount
of Notes that are being purchased, as principal, by Morgan Stanley & Co.
Incorporated ("Morgan Stanley") for resale to investors at varying prices
relating to prevailing market prices at the time of resale as determined by
Morgan Stanley. The net proceeds payable by Morgan Stanley to U S WEST
Capital Funding, Inc. ("Capital Funding") will be 99.40% of the aggregate
principal amount of the Notes, or $9,940,000, before deduction of expenses
payable by Capital Funding. In connection with the sale of the Notes, Morgan
Stanley may be deemed to have received compensation in the form of
underwriting discounts in the amount of 0.60% of the aggregate principal
amount of the Notes, or $60,000.
