EXHIBIT 5

U S WEST, Inc.
1801 California Street
Denver, Colorado  80202

Thomas O. McGimpsey
Senior Attorney and
Assistant Secretary

May 26, 1998



USW-C, Inc.
1801 California Street
Denver, Colorado  80202

Ladies and Gentlemen:

I refer to the registration statement on Form S-8 (the "Registration 
Statement") under the Securities Act of 1933, as amended, to be filed by 
USW-C, Inc. a Delaware corporation (the "Company"), with the Securities and 
Exchange Commission (the "Commission") on May 26, 1998.  The Registration 
Statement covers 15,000,000 shares of Common Stock of the Company, $.01 par 
value per share (the "Shares") which may be issued from time to time in 
connection with the U S WEST, Inc. 1998 Stock Plan (the "Plan").

I have made such legal and factual examinations and inquiries as I deemed 
advisable for the purpose of rendering this opinion.  I am familiar with the 
proceedings taken and proposed to be taken in connection with the 
authorization, issuance and sale of the Shares.  Based on my examination and 
inquiries, it is my opinion that the Shares, upon issuance thereof in 
accordance with the terms of the Plan will be validly issued, fully paid, and 
non-assessable.

I hereby consent to the filing of this opinion as an exhibit to the 
Registration Statement.

Very truly yours,

/s/ THOMAS O. MCGIMPSEY

Thomas O. McGimpsey