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                            Before the
                Federal Communications Commission
                      Washington, D.C. 20554

                                )
      In the Matter of          )
                                )
                                )
 US WEST, Inc.                   )FCC File No. CSR-4788-X
                                )
Petition for Special Relief Re: )
Section 76.505(a) of the Commission's)
Rules                           )
                                )


                              ORDER

    Adopted:  July 24, 1997Released:  July 29, 1997  

By the Chief, Cable Services Bureau:

      1.By this Order, we grant US WEST, Inc.'s ("US WEST") request for a limited extension of
time, until December 31, 1997, in which to negotiate and execute a definitive agreement to divest its interest
in a cable television system serving 7,000 subscribers in and around Keokuk, Iowa (the "Keokuk System")
in order to satisfy Section 76.505(a) (the "telco-cable buyout restriction") of the Federal Communication
Commission's ("Commission") Rules. 

      2.On October 18, 1996, the Commission released a Memorandum Opinion and Order
("MO&O") granting US WEST and Continental Cablevision, Inc's ("Continental") Petition for Special Relief
from Section 76.505(a) of the Commission's Rules.  The MO&O granted US WEST, Inc. permission to
acquire and temporarily operate a number of cable systems located in areas where US WEST provides local
exchange service (the "in-region systems"). US WEST was acquiring the in-region systems upon the
consummation of a merger agreement with Continental.  US WEST was required to seek our permission
before acquiring the in-region systems because Section 76.505(a) of our rules restricts the authority of a local
exchange carrier ("LEC") to acquire an ownership or management interest in a cable operator providing
cable service in the LEC's telephone service area.  The affected cable systems serve subscribers in and
around Twin Falls, Idaho; St Paul, Minnesota; and Keokuk, Iowa. 

      3.In the MO&O, the Commission found that the request for special relief was in the public
interest.  The Commission stated that "[g]ranting the requested relief serves the consumers in the in-region
markets as much as requiring a "fire sale" or mandating the transfer of the systems to the LFAs or to a
passive trustee.  We further noted that "we do not believe that temporary cross-ownership of the cable and
LEC facilities will discourage US WEST from taking such steps as it would otherwise take with respect to
maintaining a presence in the video market."  Under the MO&O, US WEST was required to have a binding
agreement for the divestiture of the three cable systems executed by August 15, 1997.

      4. In the Petition now before us, US WEST states that it has signed definitive agreements to
divest two of the three in-region cable systems at issue, i.e. the cable systems in Twin Falls, Idaho and St.
Paul, Minnesota, together serving over 300,000 subscribers.  However, US WEST states that while it has had
various discussions with several potential buyers, to date it has been unable to complete negotiations for a
definitive agreement to divest the Keokuk system, serving approximately 7,000 subscribers.  US WEST
seeks an additional four and one-half months, until December 31, 1997, to negotiate a definitive sales
agreement for the system.  US WEST states that during this additional time it will continue to maintain the
corporate separation that guards against cross-ownership abuses.

      5.We find that it is in the public interest to grant this limited extension of time to enable US
WEST to negotiate a definitive sales agreement for the Keokuk.  As noted above, US WEST successfully
has completed purchase and sale agreements for the two larger systems before the August 15, 1997 deadline. 
By granting US WEST the additional time requested, US WEST can focus solely on the sale of the Keokuk
system to an acceptable purchaser and avoid having to resort to a fire sale.  In the meantime, US WEST will
be required to continue to treat the Keokuk system separate from its LEC facilities.  

      6.Accordingly, IT IS ORDERED, that the Petition for Special Relief is GRANTED and US
WEST will have until December 31, 1997, to negotiate and execute a definitive agreement to divest its
interest in the cable television system serving subscribers in and around Keokuk, Iowa. 

      7.This action is taken pursuant to delegated authority under Section 0.321 of the Commission's
rules.

     FEDERAL COMMUNICATIONS COMMISSION



     Meredith J. Jones
     Chief, Cable Services Bureau