================================================================================


                                  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): November 2,, 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.)


================================================================================





Item 5.       Other Events

         On November 2, 1999, U S WEST held a special  shareholders  meeting for
purposes  of  voting  on  the   proposed   merger   with  Qwest   Communications
International  Inc.  the results of which are in the press  release  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  November  2, 1999
          entitled "U S WEST Shareowners Vote  Overwhelmingly  to Approve Merger
          with Qwest"





                                    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:        November 2, 1999