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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): July 1, 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)

            (The Exhibits Index is located on page 2 of this report.)


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Item 5.       Other Events

         On July 1, 1999, U S WEST  announced  that its Board of  Directors  had
determined to authorize the  Company's  management  and advisors to discuss with
Qwest Communications International,  Inc. issues relating to its June 23 revised
merger proposal.  Global Crossing Ltd. has consented to U S WEST conducting such
discussions with Qwest. The press release is filed as an exhibit to this Current
Report on Form 8-K.


Item 7.       Financial Statements and Exhibits

              (c)     Exhibits Index

              Exhibit 99 - Press Release issued by the Company on July 1, 1999
                           entitled  "U S WEST Board Reviews Revised Qwest
                           Bid; Decides to Enter into Talks with Qwest with the
                           Consent of Global Crossing"









                                    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:        July 7, 1999