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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): October 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)


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

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Item 5.       Other Events

              On October 22, 1999,  U S WEST,  Inc.  released its third  quarter
earnings  results.  The release and financial  statements are attached hereto as
Exhibits.


Item 7.       Financial Statements, Pro Forma Financial Information and Exhibits

         The following exhibits are filed as part of this current report on Form
8-K:


Exhibit
Number                               Exhibit

       

27        Financial Data Schedule

99        Press Release issued October 22, 1999 concerning the earnings  results
          of U S WEST, Inc. for the third quarter of 1999.

99A.1     Unaudited Consolidated  Statements of Income of U S WEST, Inc. for the
          quarters and  nine-month  periods  ended  September 30, 1998 and 1999,
          respectively, filed in connection with the Press Release dated October
          22, 1999.

99A.2     Unaudited  Earnings  Normalization  Schedule of U S WEST, Inc. for the
          quarters  and  nine  months  ended   September   30,  1998  and  1999,
          respectively, filed in connection with the Press Release dated October
          22, 1999

99A.3     Unaudited  Consolidated  Balance  Sheets  of U S  WEST,  Inc.  for the
          nine-month period ended September 30, 1999 and the year ended December
          31, 1998,  respectively,  filed in  connection  with the Press Release
          dated October 22, 1999.

99A.4     Unaudited Consolidated  Statements of Cash Flows of U S WEST, Inc. for
          the   nine-month   periods   ended   September   30,  1999  and  1998,
          respectively, filed in connection with the Press Release dated October
          22, 1999.

99A.5     Unaudited  Selected  Consolidated  Data  of U S  WEST,  Inc.  for  the
          quarters and  nine-month  periods  ended  September 30, 1999 and 1998,
          respectively, filed in connection with the Press Release dated October
          22, 1999.

99A.6     Unaudited   Consolidated   Statements   of  Operations  of  U  S  WEST
          Communications,  Inc. for the quarters and  nine-month  periods  ended
          September 30, 1999 and 1998,  respectively.

99A.7     Unaudited  Consolidated  Balance  Sheets  of U S WEST  Communications,
          Inc.for the quarter and nine-month period ended September 30, 1999 and
          the year ended  December 31, 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
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                             Thomas O. McGimpsey
                             Assistant Secretary

Dated:        October 22, 1999