FOR IMMEDIATE RELEASE                                          AT
TUESDAY, NOVEMBER 5, 1996                          (202) 616-2771
                                               TDD (202) 514-1888


 Competition Protected in Denver, Phoenix, Seattle, and Nebraska
                    as a Result of Divestiture

     WASHINGTON, D.C. -- The Department of Justice today required
U S WEST Inc., one of the seven Regional Bell Operating Companies
and Continental Cablevision Inc., the third largest cable system
operator in the nation, to divest Continental's interest in
Teleport Communications Group Inc., as a condition of proceeding
with their $11.8 billion dollar merger.  
     The Department's Antitrust Division said that the deal as
originally proposed would have substantially lessened competition
in certain markets for dedicated telephone services, which
include special access and local private line services.  In each
of the relevant cities--Denver, Phoenix, Seattle, and Omaha,
Nebraska--U S WEST is the dominant provider of dedicated services
and Teleport Communications is one of only a small number of
firms challenging U S WEST's dominance.
     "If a dominant firm buys up its competitor, then consumers
can be deprived of lower prices and better quality services,"
said Joel I. Klein, Acting Assistant Attorney General of the
Antitrust Division.  "The antitrust laws don't allow a dominant
firm to own even a part of a competitor trying to break into the
     U S WEST, the dominant provider of local telecommunications
services within its 14-state telephone service area, competes
directly with Teleport Communications in providing certain
telecommunication services to medium and large businesses in
Denver, Phoenix, Seattle, and Omaha, Nebraska.
     The Department's Antitrust Division filed a civil antitrust
suit today in U.S. District Court in Washington, D.C. in order to
block the merger as originally proposed.  At the same time, a
proposed settlement was filed that, if approved by the court,
would settle the case.
     As part of the proposed settlement, the Englewood, Colorado-
based U S WEST and the Boston-based Continental agreed to divest
Continental's interest in Teleport Communications by December 31,
     The settlement also prohibits the parties from appointing
members to or participating in meetings of Teleport
Communications' Board of Directors.  
     The settlement contains other provisions barring U S WEST's
access to confidential Teleport Communications information,
pending completion of the divestiture.  
     The complaint alleged that the partial acquisition would
have resulted in a substantial lessening of competition in the
market for dedicated telephone services, which include special
access--dedicated lines linking high-volume business users with
their chosen long-distance carriers--and local private line
services--dedicated lines connecting multiple locations of an
end-user within a given metropolitan area.  
     U S WEST's total annual revenues for 1995 was about $11.7
billion.  Continental's total annual revenues for 1995 was about
$1.4 billion.  Teleport Communications' total annual revenues for
1995 was about $184.9 million.
     As required by the Tunney Act, the proposed consent decree
will be published in the Federal Register, together with the
Department's competitive impact statement.  Any person may submit
written comments concerning the proposed consent decree during a
60-day comment period to Donald J. Russell, Chief,
Telecommunications Task Force, Antitrust Division, U.S.
Department of Justice, Room 8104, 555 4th Street, N.W.,
Washington, D.C.  20001 (202) 514-5621.
     At the conclusion of the 60-day comment period, the federal
district court in Washington, D.C. may enter the consent decree
upon finding that it serves the public interest.