8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549




FORM 8-K


CURRENT REPORT



Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934



Date of Report:  October 13, 1995




U S WEST Communications, Inc.


A Colorado    Commission File    IRS Employer Identification
Corporation   Number 1-3040          No. 84-0273800


7800 East Orchard Road, Englewood, Colorado 80111


Telephone Number (303) 793-6500



Item 7.  Exhibits

     4.1  Form of Debenture concerning the 7-1/4% Notes due 
October 15, 2035 issued by U S WEST Communications, Inc.

     4.2  Form of Note concerning the 6-3/8% Notes due 
October 15, 2002 issued by U S WEST Communications, Inc.




SIGNATURE

Pursuant to the requirements of the Securities Exchange Act 
of 1934, the registrant has duly caused this report to be 
signed on its behalf by the undersigned hereunto duly 
authorized.

                             U S WEST Communications, Inc.

                             /s/ STEPHEN E. BRILZ
                             By:___________________________
                                 Stephen E. Brilz
                                 Senior Attorney and
                                 Assistant Secretary

Dated:  October 13, 1995

 



 

 




3

EX-4

EXHIBIT 4.1
REGISTERED                                                               
PRINCIPAL AMOUNT

          $


                        U S WEST COMMUNICATIONS, INC.
                          7 1/4% DEBENTURES DUE 2035

CUSIP 912920AM7

Unless and until it is exchanged in whole or in part for Debentures in
definitive  form,  this  Debenture may not be transferred except as a whole by
the Depositary to a nominee of the Depositary, or by a nominee of the
Depositary  to  the Depositary or another nominee of the Depositary, or by the
Depositary  or any such nominee to a successor Depositary or a nominee of such
Depositary.  Unless this certificate is presented by an authorized
representative of The Depository Trust Company (55 Water Street, New York, New
York)  to  the  issuer  or its agent for registration of transfer, exchange or
payment, and any certificate issued is registered in the name of Cede & Co. or
such other name as requested by an authorized representative of The Depository
Trust  Company  and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, since
the registered owner hereof, Cede & Co., has an interest herein.

      U S WEST Communications, Inc., a corporation duly organized and existing
under the laws of the State of Colorado (herein called the "Company") for
value  received  hereby  promises to pay Cede & Co. or registered assigns, the
principal sum of

        $                    (                                Dollars)

on  October  15, 2035, by wire transfer of immediately available funds in such
coin  or  currency  of  the United States of America as at the time of payment
shall  be  legal tender for the payment of public and private debts and to pay
interest  semiannually on April 15 and October 15 on said principal sum at the
rate  per  annum specified in the title of this Debenture, in the same manner,
in  like  coin or currency, from the fifteenth day of April or October, as the
case  may  be, to which interest on this Debenture has been paid preceding the
date hereof (unless the date hereof is an April 15 or October 15 to which
interest has been paid, in which case from the date hereof, or unless the date
hereof  is  prior to the first payment of interest, in which case from October
13,  1995)  until payment of said principal sum has been made or duly provided
for.  Notwithstanding the foregoing, unless this Debenture shall be
authenticated  at  a  time when there is an existing default in the payment of
interest on the Debentures, if the date hereof is between April 1 and the
immediately  following  April  15  or is between October 1 and the immediately
following October 15, this Debenture shall bear interest from such April 15 or
October 15; provided, however, that if the Company shall default in the
payment  of  interest  due on such April 15 or October 15, then this Debenture
shall  bear  interest  from the next preceding date to which interest has been
paid or, if no interest has been paid on the Debenture, from October 13, 1995.
 The interest so payable on any April 15 or October 15 will, subject to
certain  exceptions  provided  in the Indenture referred to herein, be paid to
the  person  in  whose name this Debenture shall be registered at the close of
business  on April 1 prior to such April 15 or October 1 prior to such October
15  unless  such  April 1 or October 1 shall be a Legal Holiday (as defined in
said  Indenture),  in  which  event the next preceding day that is not a Legal
Holiday.    Interest  will be computed on the basis of a year of twelve 30-day
months.

       This Debenture is one of the duly authorized issue of Debentures of the
Company,  designated  as  set  forth herein (the "Debentures"), limited to the
aggregate  principal  amount of $250,000,000, all issued or to be issued under
and  pursuant  to  an Indenture dated as of April 15, 1990, supplemented as of
April 16, 1991, and amended by the Trust Indenture Reform Act of 1990 (as
supplemented and amended, herein referred to as the "Indenture"), duly
executed  and  delivered by the Company to The First National Bank of Chicago,
as  Trustee  (herein referred to as the "Trustee"), to which Indenture and all
Indentures  supplemental thereto reference is hereby made for a description of
the rights, limitation of rights, obligations, duties and immunities
thereunder of the Trustee, the Company and the Holders (the words "Holders" or
"Holder" meaning the registered holders or registered holder of the
Debentures).

      In case an Event of Default shall occur and be continuing, the principal
hereof may be declared, and upon such declaration shall become due and
payable, in the manner, with the effect and subject to the conditions provided
in the Indenture.

     The Indenture contains provisions permitting the Company and the Trustee,
with  the  written consent of the Holders of a majority in principal amount of
the outstanding Securities of each series affected by a supplemental indenture
(with  each  series voting as a class), to enter into a supplemental indenture
to add any provisions to or to change or eliminate any provisions of the
Indenture  or  of any supplemental indenture or to modify, in each case in any
manner  not  covered by provisions in the Indenture relating to amendments and
waivers without the consent of Holders, the rights of the Holders of each such
series.  The Holders of a majority in principal amount of the outstanding
Securities  of each series affected by such waiver (with each series voting as
a  class),  by notice to the Trustee, may waive compliance by the Company with
any  provision  of the Indenture, any supplemental indenture or the Securities
of any such series, except a Default in payment of the principal of or
interest on any Security.  However, without the consent of each Holder
affected, an amendment or waiver may not:  (1) reduce the amount of Securities
whose  Holders  must consent to an amendment or waiver; (2) change the rate of
or  change  the  time  for payment of interest on any Security; (3) change the
principal of or change the fixed maturity of any Security; (4) waive a Default
in  the  payment of the principal of or interest on any Security; (5) make any
Security  payable in money other than that stated in the Security; or (6) make
any  change  in the provisions of the Indenture: (i) with respect to the right
of  the Holders of a majority in principal amount of any series of Securities,
by  notice  to  the Trustee, to waive an existing Default with respect to that
series and its consequences; (ii) with respect to the right of any Holder of a
Security  to  receive payment of principal of and interest on the Security, on
or  after the respective due dates expressed in the Security, the right of any
Holder of a coupon to receive payment of interest due as provided in such
coupon,  or the right to bring suit for enforcement of any such payments on or
after their respective dates; and (iii) described in this sentence.

     The Debentures are not redeemable prior to October 15, 2015.  On or after
October 15, 2015 and prior to maturity, the Company, at its option, may redeem
all  or  from time to time any part of the Debentures on at least 30 days' but
not  more than 90 days' notice, as provided in the Indenture, at the following
redemption  prices  (expressed  in percentages of the principal amount) during
the 12-month periods beginning October 15:


2015 . . . .  101.94%                    2020 . . . .  100.97%
2016 . . . .  101.75%                    2021 . . . .  100.78%
2017 . . . .  101.55%                    2022 . . . .  100.58%
2018 . . . .  101.36%                    2023 . . . .  100.39%
2019 . . . .  101.17%                    2024 . . . .  100.19%

and  thereafter  at  100%,  together in each case with accrued interest to the
date fixed for redemption.

       No reference herein to the Indenture and no provision of this Debenture
or of the Indenture shall alter or impair the obligation of the Company, which
is  absolute  and  unconditional, to pay the principal of and interest on this
Debenture  at the place, at the respective times, at the rate, and in the coin
or currency herein prescribed.

        No director, officer, employee or stockholder, as such, of the Company
shall have any liability for any obligations of the Company under this
Debenture or the Indenture or for any claim based on, in respect of or by
reason  of such obligations or their creation.  Each Holder, by accepting this
Debenture, waives and releases all such liability.  The waiver and release are
part of the consideration for the issue of this Debenture.

         The laws of the State of New York shall govern the Indenture and this
Debenture.

     Ownership of Debentures shall be proved by the register for the
Debentures  kept  by the Registrar.  The Company, the Trustee and any agent of
the  Company  may  treat the person in whose name a Debenture is registered as
the absolute owner thereof for all purposes.

        Terms used herein without definition that are defined in the Indenture
shall have the meanings assigned to them in the Indenture.

      Unless the Certificate of Authentication hereon has been executed by the
Trustee  under the Indenture referred to herein by the manual signature of one
of its authorized officers, this Debenture shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any purpose.

         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed,  manually  or by facsimile, and its corporate seal or a facsimile of
its corporate seal to be imprinted hereon.

Dated:  October 13, 1995

U S WEST Communications, Inc.


By:_____________________________
      James T. Helwig
      Vice President, Chief Financial Officer
        and Treasurer

(SEAL)

By:_____________________________
      Charles J. Burdick
      Assistant Treasurer


                   TRUSTEE'S CERTIFICATE OF AUTHENTICATION

         This is one of the Securities of the series designated herein, issued
under the Indenture described herein.

THE FIRST NATIONAL BANK OF CHICAGO


By:_________________________________
   Authorized Officer


     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

     __________________________________________

     Please insert social security number or other identifying number of
assignee:

     _______________________________



     Please print or type name and address (including zip code) of assignee:

     ___________________________________
     ___________________________________
     ___________________________________
     ___________________________________


the within Debenture and all rights thereunder, hereby irrevocably
constituting  and appointing _______________________ attorney to transfer said
Debenture  of  U S WEST Communications, Inc. on the books of the Company, with
full power of substitution in the premises.


___________________________________

Dated:_____________________________

NOTICE:    The  signature  to this assignment must correspond with the name as
written upon the face of this Debenture in every particular without alteration
or enlargement or any change whatever.

EX-4

EXHIBIT 4.2
REGISTERED                                                              
PRINCIPAL AMOUNT

         $

                        U S WEST COMMUNICATIONS, INC.
                            6 3/8% NOTES DUE 2002

CUSIP 912920AJ4

Unless  and  until it is exchanged in whole or in part for Notes in definitive
form,  this Note may not be transferred except as a whole by the Depositary to
a nominee of the Depositary, or by a nominee of the Depositary to the
Depositary  or  another nominee of the Depositary, or by the Depositary or any
such nominee to a successor Depositary or a nominee of such Depositary. 
Unless  this  certificate  is presented by an authorized representative of The
Depository  Trust  Company (55 Water Street, New York, New York) to the issuer
or its agent for registration of transfer, exchange or payment, and any
certificate  issued is registered in the name of Cede & Co. or such other name
as  requested  by an authorized representative of The Depository Trust Company
and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, since the
registered owner hereof, Cede & Co., has an interest herein.

      U S WEST Communications, Inc., a corporation duly organized and existing
under the laws of the State of Colorado (herein called the "Company") for
value  received  hereby  promises to pay Cede & Co. or registered assigns, the
principal sum of

      $                     (                                   Dollars)

on  October  15, 2002, by wire transfer of immediately available funds in such
coin  or  currency  of  the United States of America as at the time of payment
shall  be  legal tender for the payment of public and private debts and to pay
interest semiannually on each April 15 and October 15 on said principal sum at
the rate per annum specified in the title of this Note, in the same manner, in
like coin or currency, from the fifteenth day of April or October, as the case
may be, to which interest on this Note has been paid preceding the date hereof
(unless  the  date  hereof  is an April 15 or October 15 to which interest has
been  paid,  in  which case from the date hereof, or unless the date hereof is
prior  to  the first payment of interest, in which case from October 13, 1995)
until payment of said principal sum has been made or duly provided for. 
Notwithstanding  the  foregoing,  unless this Note shall be authenticated at a
time when there is an existing default in the payment of interest on the
Notes,  if  the  date  hereof is between April 1 and the immediately following
April  15  or  is  between October 1 and the immediately following October 15,
this Note shall bear interest from such April 15 or October 15; provided,
however,  that  if the Company shall default in the payment of interest due on
such  April 15 or October 15, then this Note shall bear interest from the next
preceding  date  to  which  interest has been paid or, if no interest has been
paid on this Note, from October 13, 1995.  The interest so payable on any
April  15  or  October  15 will, subject to certain exceptions provided in the
Indenture  referred  to  herein, be paid to the person in whose name this Note
shall be registered at the close of business on the April 1 prior to such
April 15 or the October 1 prior to such October 15 unless such April 1 or
October  1  shall  be a Legal Holiday (as defined in said Indenture), in which
event  the  next  preceding day that is not a Legal Holiday.  Interest will be
computed on the basis of a year of twelve 30-day months.

        This Note is one of the duly authorized issue of Notes of the Company,
designated as set forth herein (the "Notes"), limited to the aggregate
principal amount of $250,000,000, all issued or to be issued under and
pursuant  to an Indenture dated as of April 15, 1990, supplemented as of April
16, 1991, and amended by the Trust Indenture Reform Act of 1990 (as
supplemented and amended, herein referred to as the "Indenture"), duly
executed  and  delivered by the Company to The First National Bank of Chicago,
as  Trustee  (herein referred to as the "Trustee"), to which Indenture and all
Indentures  supplemental thereto reference is hereby made for a description of
the rights, limitation of rights, obligations, duties and immunities
thereunder of the Trustee, the Company and the Holders (the words "Holders" or
"Holder" meaning the registered holders or registered holder of the Notes).

      In case an Event of Default shall occur and be continuing, the principal
hereof may be declared, and upon such declaration shall become due and
payable, in the manner, with the effect and subject to the conditions provided
in the Indenture.

     The Indenture contains provisions permitting the Company and the Trustee,
with  the  written consent of the Holders of a majority in principal amount of
the outstanding Securities of each series affected by a supplemental indenture
(with  each  series voting as a class), to enter into a supplemental indenture
to add any provisions to or to change or eliminate any provisions of the
Indenture  or  of any supplemental indenture or to modify, in each case in any
manner  not  covered by provisions in the Indenture relating to amendments and
waivers without the consent of Holders, the rights of the Holders of each such
series.  The Holders of a majority in principal amount of the outstanding
Securities  of each series affected by such waiver (with each series voting as
a  class),  by notice to the Trustee, may waive compliance by the Company with
any  provision  of the Indenture, any supplemental indenture or the Securities
of any such series, except a Default in payment of the principal of or
interest on any Security.  However, without the consent of each Holder
affected, an amendment or waiver may not:  (1) reduce the amount of Securities
whose  Holders  must consent to an amendment or waiver; (2) change the rate of
or  change  the  time  for payment of interest on any Security; (3) change the
principal of or change the fixed maturity of any Security; (4) waive a Default
in  the  payment of the principal of or interest on any Security; (5) make any
Security  payable in money other than that stated in the Security; or (6) make
any  change  in the provisions of the Indenture: (i) with respect to the right
of  the Holders of a majority in principal amount of any series of Securities,
by  notice  to  the Trustee, to waive an existing Default with respect to that
series and its consequences; (ii) with respect to the right of any Holder of a
Security  to  receive payment of principal of and interest on the Security, on
or  after the respective due dates expressed in the Security, the right of any
Holder of a coupon to receive payment of interest due as provided in such
coupon,  or the right to bring suit for enforcement of any such payments on or
after their respective dates; and (iii) described in this sentence.

     The Notes are not redeemable prior to maturity.

      No reference herein to the Indenture and no provision of this Note or of
the  Indenture  shall  alter or impair the obligation of the Company, which is
absolute  and unconditional, to pay the principal of and interest on this Note
at the place, at the respective times, at the rate, and in the coin or
currency herein prescribed.

        No director, officer, employee or stockholder, as such, of the Company
shall have any liability for any obligations of the Company under this Note or
the  Indenture  or  for any claim based on, in respect of or by reason of such
obligations  or  their  creation.  Each Holder, by accepting this Note, waives
and releases all such liability.  The waiver and release are part of the
consideration for the issue of this Note.

         The laws of the State of New York shall govern the Indenture and this
Note.

      Ownership of Notes shall be proved by the register for the Notes kept by
the Registrar.  The Company, the Trustee and any agent of the Company may
treat the person in whose name a Note is registered as the absolute owner
thereof for all purposes.

        Terms used herein without definition that are defined in the Indenture
shall have the meanings assigned to them in the Indenture.

      Unless the Certificate of Authentication hereon has been executed by the
Trustee  under the Indenture referred to herein by the manual signature of one
of  its  authorized  officers,  this Note shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.

         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed,  manually  or by facsimile, and its corporate seal or a facsimile of
its corporate seal to be imprinted hereon.

Dated:  October 13, 1995

U S WEST Communications, Inc.


By:_____________________________
      James T. Helwig
      Vice President, Chief Financial Officer
        and Treasurer

(SEAL)

By:_____________________________
      Charles J. Burdick
      Assistant Treasurer


                   TRUSTEE'S CERTIFICATE OF AUTHENTICATION

         This is one of the Securities of the series designated herein, issued
under the Indenture described herein.

THE FIRST NATIONAL BANK OF CHICAGO


By:_________________________________
   Authorized Officer


     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

__________________________________________

     Please insert social security number or other identifying number of
assignee:

     _______________________________


     Please print or type name and address (including zip code) of assignee:

     ___________________________________
     ___________________________________
     ___________________________________
     ___________________________________


the within Note and all rights thereunder, hereby irrevocably constituting and
appointing  _______________________ attorney to transfer said Note of U S WEST
Communications, Inc. on the books of the Company, with full power of
substitution in the premises.


___________________________________

Dated:_____________________________

NOTICE:    The  signature  to this assignment must correspond with the name as
written  upon  the face of this Note in every particular without alteration or
enlargement or any change whatever.