================================================================================


                                  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): October 21, 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)




================================================================================





Item 5.       Other Events

              On October 21,  1998,  U S WEST,  Inc.  (formerly  "USW-C,  Inc.")
released  its  third  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  October 21, 1998  concerning  the earnings 
              results of U S WEST,  Inc. for the third quarter of 1998.

99A.1         Unaudited  Combined  Pro Forma  Statements  of Income of U S WEST,
              Inc. for the quarters and nine-month  periods ended  September 30,
              1997 and 1998,  respectively,  filed in connection  with the Press
              Release dated October 21, 1998.

99A.2         Unaudited Pro Forma Earnings  Normalization  Schedule of U S WEST,
              Inc. for the quarters and nine-month  periods ended  September 30,
              1997 and 1998,  respectively,  filed in connection  with the Press
              Release dated October 21, 1998.

99A.3         Unaudited  Selected  Consolidated  Data of U S WEST,  Inc. for the
              quarters and nine-month periods ended September 30, 1997 and 1998,
              respectively,  filed in  connection  with the Press  Release dated
              October 21, 1998.

99A.4         Unaudited Consolidated  Statements of Income of U S WEST, Inc. for
              the quarters and nine-month  periods ended  September 30, 1997 and
              1998,  respectively,  filed in  connection  with the Press Release
              dated October 21, 1998.

99A.5         Unaudited  Consolidated  Balance Sheets of U S WEST,  Inc. for the
              nine months ended  September 30, 1998 and the year ended  December
              31, 1997, filed in connection with the Press Release dated October
              21, 1998.

99A.6         Unaudited Consolidated  Statements of Cash Flows of U S WEST, Inc.
              for the  nine-month  periods  ended  September  30, 1997 and 1998,
              respectively,  filed in  connection  with the Press  Release dated
              October 21, 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
                                     -------------------------------------------
                                     Thomas O. McGimpsey
                                     Assistant Secretary

Dated:        October 21, 1998