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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): May 11, 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

Press Release

     On May 11, 1999, U S WEST issued a press release announcing the election of
     Solomon  D.  Trujillo  as the  Company's  Chairman  of the  Board  and  the
     retirement of Richard D.  McCormick.  The press release is filed as Exhibit
     99 to this Current Report on Form 8-K.

Press Release

     On May 11, 1999, U S WEST issued a press release  announcing the results of
     shareholder voting at the Company's 1999 Annual Shareholders'  Meeting. The
     press release is filed as Exhibit 99 to this Current Report on Form 8-K.

Item 7.       Exhibits

Exhibit       Description

99   Press Release issued May 11, 1999 entitled:  "Solomon  Trujillo Elected U S
     WEST Chairman; Richard McCormick Retires from the Board of Directors"

99   Press Release issued May 11, 1999  entitled:  "U S WEST  Shareowners  Elect
     Three  Directors,  Approve  One  Shareowner  Proposal,  Defeat  Three Other
     Proposals"







                                    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:        May 12, 1999