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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): February 24, 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

         U S WEST, Inc. is filing its 1998 Summary Annual Report to Shareholders
as an Exhibit to this  Current  Report on Form 8-K.  Pending  the release of the
Proxy  Statement,  interested  parties  can  obtain  a  copy  of  the  Company's
Consolidated  Financial  Statements and Report of Independent Public Accountants
(contained  in its Annual  Report on Form 10-K for the year ended  December  31,
1998  which was  recently  filed with the  Securities  and  Exchange  Commission
("SEC")  on   February   11,   1999)  by   accessing   the  SEC's  web  site  at
http://www.sec.gov or by calling Investor Relations at (303) 896-1277.


Item 7.       Financial Statements and Exhibits

              (c) Exhibits

              Exhibit 13 - U S WEST 1998 Summary Annual Report to Shareholders








                                    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:        February 24, 1999