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): April 6, 1998



                                 U S WEST, Inc.
             (Exact name of registrant as specified in its charter)



                                                                            


      A Delaware Corporation               Commission File Number             IRS Employer Identification No.
      (State of incorporation)                       1-8611                               84-0926774





                             7800 East Orchard Road
                            Englewood, Colorado 80111
                    (Address of principal executive offices)


                                                  (303) 793-6500
              (Registrant's telephone number, including area code)





Item 2.  Acquisition or Disposition of Assets

         On April 6, 1998, the Media Group of U S WEST, Inc. (the "Media Group")
sold  its  domestic  wireless  businesses  to  AirTouch   Communications,   Inc.
("AirTouch") in a tax-efficient  transaction (the "AirTouch  Transaction").  The
AirTouch  Transaction  was  consummated  in  accordance  with  the  terms  of an
Agreement and Plan of Merger, dated as of January 29, 1998 (the "AirTouch Merger
Agreement"),  among  U S  WEST,  Inc.,  U S WEST  Media  Group,  Inc.,  U S WEST
NewVector  Group,  Inc.  ("NewVector"),  U  S  WEST  PCS  Holdings,  Inc.  ("PCS
Holdings")  and  AirTouch.  The Media  Group's  domestic  wireless  business was
conducted by NewVector,  which  conducted the Media  Group's  domestic  cellular
business, and by PCS Holdings, which held the Media Group's interest in PrimceCo
Personal  Communications,  L.P., a provider of personal communications services.
Pursuant to the AirTouch  Merger  Agreement,  NewVector and PCS Holdings  merged
with and into AirTouch  and, as a result,  AirTouch  acquired the  businesses of
NewVector and PCS Holdings.

         Pursuant to the AirTouch  Transaction,  the Media Group  received  from
AirTouch  (i)  $1.65  billion  in  liquidation  preference  of  dividend-bearing
AirTouch preferred stock, and (ii) 59.5 million shares of AirTouch common stock.
In addition, AirTouch assumed $1.35 billion of indebtedness of NewVector and PCS
Holdings.



                                    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, Inc.

                                /s/ STEPHEN E. BRILZ

                                By:______________________________________
                                   Stephen E. Brilz
                                   Assistant Secretary

Dated April 17, 1998