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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): January 22, 1999




                                 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 January 22,  1999,  U S WEST,  Inc.  (formerly  "USW-C,  Inc.")
released its fourth  quarter  earnings  results for the year ended  December 31,
1998. The release and financial statements are attached hereto as Exhibits.


Item 7.       Exhibits

Exhibit       Description

27            Financial Data Schedule

99            Press Release issued January 22, 1999 concerning the earnings 
              results of U S WEST, Inc. for the fourth quarter of 1998.

99A.1         Unaudited Consolidated Pro Forma Statements of Income of U S WEST,
              Inc. for the quarters and twelve-month  periods ended December 31,
              1997 and 1998,  respectively,  filed in connection  with the Press
              Release dated January 22, 1999.

99A.2         Unaudited Pro Forma Earnings  Normalization  Schedule of U S WEST,
              Inc. for the quarters and twelve-month  periods ended December 31,
              1997 and 1998,  respectively,  filed in connection  with the Press
              Release dated January 22, 1999.

99A.3         Unaudited  Selected  Consolidated  Data of U S WEST,  Inc. for the
              quarters  and  twelve-month  periods  ended  December 31, 1997 and
              1998,  respectively,  filed in  connection  with the Press Release
              dated January 22, 1999.

99A.4         Unaudited Consolidated  Statements of Income of U S WEST, Inc. for
              the quarters and twelve-month  periods ended December 31, 1997 and
              1998,  respectively,  filed in  connection  with the Press Release
              dated January 22, 1999.

99A.5         Unaudited  Consolidated  Balance Sheets of U S WEST,  Inc. for the
              twelve-month   periods   ended   December   31,   1997  and  1998,
              respectively,  filed in  connection  with the Press  Release dated
              January 22, 1999.

99A.6         Unaudited Consolidated  Statements of Cash Flows of U S WEST, Inc.
              for the  twelve-month  periods  ended  December 31, 1997 and 1998,
              respectively,  filed in  connection  with the Press  Release dated
              January 22, 1999.

99A.7         Unaudited Consolidated Pro Forma Statements of Income Normalized
              Results for the quarters ended December 31, 1997 and 1998,
              respectively.

99A.8         Unaudited Consolidated Pro Forma Statements of Income Normalized
              Results for the years ended December 31, 1997 and 1998, 
              respectively.








                                    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:        January 22, 1999