U S WEST INC /DE/
8-K, 1999-01-13
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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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 12, 1999




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


<TABLE>
<CAPTION>
<S>                                                 <C>                              <C>    

        A Delaware Corporation                      Commission File                  IRS Employer Identification
       (State of Incorporation)                     Number 1-14087                         No. 84-0953188

</TABLE>



                 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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<PAGE>


Item 5.       Other Events

              Effective  immediately,   Jerry  O.  Williams  has  announced  his
retirement from the Registrant's board of directors.  The press release is filed
as Exhibit 99 to this Current Report on Form 8-K.


Item 7.       Exhibits

Exhibit       Description

99   Press Release issued January 12, 1999 entitled  "Jerry O. Williams  Retires
     from U S WEST Board of Directors"



<PAGE>




                                    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 12, 1999



EXHIBIT 99



                  Tuesday, January 12, 1999

                  Emily Harrison, 303-965-3235



           Jerry O. Williams retires from U S WEST Board of Directors

           -- After 10-year term, Williams says it's time to make room
                             for new leadership --


DENVER  -- After  serving  for  more  than  ten  years  on U S  WEST's  Board of
Directors,  Jerry O. Williams announced his retirement from the board.  Williams
is  President  and Chief  Executive  Officer of Grand Eagle  Companies,  Inc., a
private  investment  group based in Chicago.  He was elected to the old U S WEST
board in 1988 and re-elected to the new U S WEST board in 1998 after the June 12
split creating the new U S WEST and MediaOne.


"I leave the U S WEST Board of  Directors  with a strong  sense of  satisfaction
regarding  the  contributions  I have  made  and the  results  the  Company  has
achieved,"  Jerry  Williams  said.  "U S WEST  shareholders  have  experienced a
seven-fold  increase in their return since 1988, and the company has embarked on
exciting new initiatives that will benefit both customers and shareholders.  I'm
very proud of that."


"I strongly  believe and am often quoted that the effective tenure of a CEO or a
member of the Board of  Directors  of a company is seven to ten years.  A person
then needs to step aside to let new leadership with a different  perspective and
new energy forge to the forefront and revitalize the company," said Williams.


Williams,  who is 60,  received a Bachelor  of Arts degree in  mathematics  from
DePauw  University  and a Bachelor of Science  degree in electrical  engineering
from Purdue  University.  He also has a Master of Science  degree in  operations
research and systems engineering from the University of Pennsylvania.


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.

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