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                                  UNITED STATES
                       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 (Date of earliest event reported): November 17, 1998




                          U S WEST Communications, Inc.
             (Exact Name of Registrant as Specified in its Charter)



                                                                                   

               Colorado                                 1-3040                               84-0273800
            (State or Other                     Commission File Number               IRS Employer Identification
    Jurisdiction of Incorporation)                                                             Number





                 1801 California Street, Denver, Colorado 80202
          (Address of Principal Executive Offices, Including Zip Code)


                         Telephone Number (303) 672-2700
              (Registrant's Telephone Number, Including Area Code)

                                 Not Applicable
          (Former Name or Former Address, if Changed Since Last Report)


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Item 5.       Other Events

         On  November  17,  1998,  U S  WEST  Communications,  Inc.  closed  its
$320,000,000 5-5/8% Notes offering. Documents related to that offering are filed
as Exhibits to this Current Report on Form 8-K.


Item 7.       Exhibits

Exhibit       Description


1(a)     Underwriting  Agreement, dated as of November 12,  1998,  by and among 
         U S WEST  Communications,  Inc.,  J. P. Morgan & Co.,  Lehman Brothers,
         Merrill Lynch & Co., and Salomon Smith Barney.

*4(a)    Indenture dated as of April 15, 1990,  between the Registrant and First
         National Bank of Chicago,  Trustee (Exhibit 4 to Registration Statement
         No.  33-35809).  The form or forms of Debt  Securities  with respect to
         each particular series of Debt Securities  registered  hereunder may be
         filed as an  exhibit to a Current  Report on Form 8-K and  incorporated
         herein by reference.

*4(b)    Form of First  Supplemental  Indenture,  dated as of  April  16,  1991,
         between the Company and The First National Bank of Chicago,  as Trustee
         (Exhibit 4a to Form 8-K dated April 16, 1991, File No. 1-3040.

4(c)     Form of $320,000,000 5-5/8% Note due November 15, 2008 of U S WEST 
         Communications, Inc.

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*        Previously filed.








                                    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.



                           By: /s/ Thomas O. McGimpsey
                              -------------------------------------------------
                              Thomas O. McGimpsey
                              Assistant Secretary

Dated:        November 17, 1998