8-K, 1999-02-23


                                  UNITED STATES
                             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): February 23, 1999

                                 U S WEST, Inc.
                            (Formerly "USW-C, Inc.")
             (Exact name of registrant as specified in its charter)

       <S>                                          <C>                              <C>    

        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)


tem 5.       Other Events

     On February  23,  1999,  U S WEST,  Inc.  issued a press  release  entitled
"U S WEST Commits $300 Million in Added Spending to Improve Customer  Experience
and Meet the  Competition  -- 1999  Earnings  Growth now  Targeted at Low Double
Digits;  Capital  Expenditures  to Grow by $200  Million".  The press release is
attached hereto as Exhibit 99.

Item 7.       Financial Statements and Exhibits

              (c) Exhibits

              Exhibit 99 - Press Release issued February 23, 1999


         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:        February 23, 1999


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

NEWS RELEASE                                                    [U S WEST Logo]

February 23, 1999

- -------------------------------------------------------------------------------
Note to investors:  U S WEST (NYSE: USW) will hold a live teleconference call at
7 a.m.  MST (9 a.m.  EST)  to  discuss  competitive  initiatives  and  resulting
earnings  impacts for 1999. Call  1-800-946-0705  by the scheduled start time to
join. A replay will be available  starting at 10 a.m. MST, through 6 p.m. MST on
Feb. 26 by calling 1-888-203-1112.
- -------------------------------------------------------------------------------

                - U S WEST Commits $300 Million in Added Spending
            to Improve Customer Experience and Meet the Competition -
            - 1999 Earnings Growth now Targeted at Low Double Digits;
                 Capital Expenditures to Grow by $200 Million -

DENVER -- U S WEST today  committed to  accelerating  its spending to deliver an
enhanced  customer  experience  given the new  products and services the company
intends to bring to market. Additional spending of $300 million in 1999 includes
earlier  deployment  of network  enhancements,  a solution to eliminate  network
bottlenecks  due to increasing data traffic,  and e-commerce  efforts to develop
new channels for the business and reduce long-term operational costs.

This follows  aggressive moves by competitors,  including  previously  announced
AT&T plans to enter four of U S WEST's major markets -- Denver;  Portland, Ore.;
Salt Lake City and Seattle -- by year's end.

"When the countr's largest  long-distance  provider,  largest  Competitive Local
Exchange Carrier,  largest wireless provider,  and now, largest cable television
provider  - AT&T -  announces  that it is  taking  you on and  when  others  are
spending  lots of money to  cherry-pick  your best  customers,  you need to make
every effort to be the very best at meeting and  exceeding  customer  needs with
differentiated products and services," said Sol Trujillo, U S WEST president and

The extra spending includes about $100 million for network enhancements, as well
as the associated training for network technicians to help them more efficiently
manage their jobs and improve the customers' experience.  It also includes about
$200  million to  accelerate  the next  generation  of the  network  and lay the
groundwork  for  deployment of new services such as video and data, new wireless
products, and step-up the company's e-commerce efforts.

                                    - more -

U S WEST - Page 2

Part of this spending will cause the  company's  total 1999 capital  expenditure
budget to rise to between  $3.5  billion and $3.8  billion,  including  software
capitalization.  Some of the  additional  capital  will also be used to  further
reinforce  the  operating  support  systems  needed  to  enable  competition  in
compliance with federal requirements.

Additionally,  Trujillo said significant  capital  spending for  interconnection
also  will be  required  in 1999.  These are the  costs  that  enable U S WEST's
competitors to connect to U S WEST's network.

"We know our customers want their  telecommunications  services supplied to them
in a way that is easier,  better and more  hassle-free,"  said Trujillo.  "We're
taking positive steps to do just that."

U S WEST Chief  Financial  Officer,  Al Spies,  said that an internal review has
identified  cost-reduction  options  to  offset  part  of the  planned  spending
increase.  Nevertheless,  he  expects  this  additional  spending  will  cause a
reduction in its 1999 earnings estimates.  Previously, the company had committed
to achieving 12-14 percent earnings per share growth during the year.

"I expect our earnings will still be in the double digits for 1999," said Spies.
"But they will be lower than our  previous  guidance,  more likely the  earnings
growth will be around 10 percent.  Given the competitive  realities,  we clearly
need to invest in our customers."

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 competition; (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
interconnection  and  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, video 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 U S WEST
should not be construed as exhaustive or as any admission regarding the adequacy
of  disclosures  made by U S WEST. U S WEST 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",  "targets",  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.

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.

Further information:  Larry Thede,  303-896-3550;  Rodney Miller,  303-896-3096;
Martha Daniele Paine, 303-896-5706.

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