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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549




                                    FORM 8-K/A
                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934




         Date of Report (Date of earliest event reported): July 29, 1998




                                 U S WEST, Inc.
                            (Formerly "USW-C, Inc.")
             (Exact name of registrant as specified in its charter)




                                                                                 

        A Delaware Corporation                     Commission File                  IRS Employer Identification
       (State of Incorporation)                    Number 1-14087                         No. 84-0953188




                 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)




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Item 5.       Other Events

              On July 27, 1998, U S WEST, Inc. (formerly "USW-C, Inc.") released
its second quarter earnings  results.  The release and financial  statements are
attached hereto as Exhibits.


Item 7.       Exhibits

Exhibit       Description


27            Financial Data Schedule

99            Press Release issued July 27, 1998 concerning the earnings results
              of U S WEST,  Inc. for the second quarter of 1998.

99A.1         Unaudited  Combined  Pro Forma  Statements  of Income of U S WEST,
              Inc. for the quarters and  six-month  periods  ended June 30, 1997
              and 1998, respectively, filed in connection with the Press Release
              dated July 27, 1998.

99A.2         Unaudited Pro Forma Earnings  Normalization  Schedule of U S WEST,
              Inc. for the quarters and  six-months  periods ended June 30, 1997
              and 1998, respectively, filed in connection with the Press Release
              dated July 27, 1998.

99A.3         Unaudited  Selected  Consolidated  Data of U S WEST,  Inc. for the
              quarters  and  six-month  periods  ended  June 30,  1997 and 1998,
              respectively,  filed in  connection  with the Press  Release dated
              July 27, 1998.

99A.4         Unaudited Consolidated  Statements of Income of U S WEST, Inc. for
              the quarters and  six-month  periods ended June 30, 1997 and 1998,
              respectively,  filed in  connection  with the Press  Release dated
              July 27, 1998.

99A.5         Unaudited  Consolidated  Balance Sheets of U S WEST,  Inc. for the
              six months  ended June 30,  1998 and the year ended  December  31,
              1997,  filed in  connection  with the Press Release dated July 27,
              1998.

99A.6         Unaudited Consolidated  Statements of Cash Flows of U S WEST, Inc.
              for  the   six-month   periods  ended  June  30,  1997  and  1998,
              respectively,  filed in  connection  with the Press  Release dated
              July 27, 1998.

99A.7         Unaudited  Combined Pro Forma  Statements of Income of U S WEST, 
              Inc. for the four quarters of 1997, the year ended December 31, 
              1997, and the first quarter of 1998.

99A.8         Unaudited Pro Forma Earnings  Normalization  Schedule of U S WEST,
              Inc. for the four  quarters of 1997,  the year ended  December 31,
              1997, and the first quarter of 1998,  filed in connection with the
              Press Release dated July 27, 1998.







                                    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.
                                    (Formerly "USW-C, Inc.")

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

Dated:        July 29, 1998