8-K

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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): January 15, 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

          On January 15, 1998, U S WEST,  Inc. issued a press release  entitled 
"U S WEST to Sell 500,000 Access  Lines".  The press release is attached hereto
as Exhibit 99.


Item 7.       Financial Statements and Exhibits

              (c) Exhibits

              Exhibit 99 - Press Release issued January 15, 1999








                                    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:        January 15, 1999

EX-99

EXHIBIT 99

U S WEST, Inc.
1801 California Street
Denver, CO  80202


News Release                                                    [U S WEST Logo]


Release Date:              Friday, January 15, 1999

Contact:                   David Beigie, (303) 896-5528
                           Emily Harrison, (303) 965-3235


                      U S WEST to sell 500,000 access lines

DENVER -- U S WEST today  announced plans to sell  approximately  500,000 access
lines - about three percent of its total 16.5 million lines. The sale is part of
U S WEST's plan to increase its investment in new  technologies and services for
customers across its region.  A purchase  agreement is expected to be reached by
late April. The sales should be final in 12-18 months, pending state and federal
regulatory review.

The company  plans to offer a portion of its access  lines,  central  office and
outside plant  equipment in 10 of its 14 states,  including  Arizona,  Colorado,
Iowa,  Idaho,  Minnesota,  Montana,  North Dakota,  South  Dakota,  Nebraska and
Wyoming.  Over the next several weeks,  detailed information will be distributed
to qualified companies with the financial strength,  expertise and experience to
operate  telecommunications  networks.  U S WEST has retained Lehman Brothers as
its exclusive financial advisor with respect to the sales.

"We will be looking at companies that have the financial and operational ability
to provide high-quality  telecommunications  services - including the ability to
provide the advanced services that customers are demanding," said Betsy Bernard,
executive  vice  president,  Retail  Markets,  U S WEST.  "In most cases,  these
companies   will  be  able  to  offer  a  full  range  of  services,   including
long-distance,  to meet customers' desire for one-stop  shopping.  This offering
also will help U S WEST increase our investments in innovative  technologies and
services to better meet the needs of our  customers.  It will be a `win-win' for
communications consumers throughout our region."

U S WEST  (NYSE:USW)  provides a full range of  telecommunications  services  --
including  wireline,  wireless PCS, data  networking,  directory and information
services -- to more than 25 million  customers  nationally and in 14 western and
midwestern states.  More information about U S WEST can be found on the Internet
at http://www.uswest.com.

[Safe Harbor Statement:  This document contains statements about expected future
events and financial results that are  forward-looking  and subject to risks and
uncertainties.   For   these   statements,   we  claim  the  safe   harbor   for
"forward-looking  statements"  within  the  meaning  of the  Private  Securities
Litigation Reform Act of 1995. Factors that could cause actual results to differ
from  expectations  include:  (i) greater than anticipated  competition from new
entrants into the local exchange, intraLATA toll, wireless, data and directories
markets,  causing loss of customers and increased price;  (ii) changes in demand
for  U S  WEST's  products  and  services,  including  optional  custom  calling
features;  (iii) higher than anticipated  employee levels,  capital expenditures
and operating  expenses (such as costs  associated with year 2000  remediation);
(iv) the loss of significant customers; (v) pending and future state and federal
regulatory changes affecting the telecommunications  industry, including changes
that could have an impact on the  competitive  environment in the local exchange
market;  (vi) a change in economic conditions in the various markets served by U
S WEST's  operations;  (vii) higher than  anticipated  start-up costs associated
with new business  opportunities;  (viii) delays in U S WEST's  ability to begin
offering interLATA long-distance services; (ix) consumer acceptance of broadband
services, including telephony, data and wireless services; and (x) delays in the
development of anticipated technologies,  or the failure of such technologies to
perform  according to expectations.  These cautionary  statements by the Company
should not be construed as exhaustive or as any admission regarding the adequacy
of  disclosures  made by the  Company.  The  Company  cannot  always  predict or
determine  after the fact what  factors  would  cause  actual  results to differ
materially  from those  indicated  by the  forward-looking  statements  or other
statements.  In addition,  readers are urged to consider statements that include
the terms "believes", "belief", "expects", "plans", "objectives", "anticipates",
"intends",  or the like to be  uncertain  and  forward-looking.  All  cautionary
statements should be read as being applicable to all forward-looking  statements
wherever they appear.  U S WEST does not  undertake  any  obligation to publicly
update or revise  any  forward-looking  statements,  whether  as a result of new
information, future events or otherwise.]

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