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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: June 30, 2000
                        (Date of earliest event reported)


                                 U S WEST, 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 1.        Changes in Control of Registrant

     On June 30,  2000,  U S WEST,  Inc.,  a Delaware  corporation  ("U S WEST")
merged (the "Merger") with and into Qwest  Communications  International Inc., a
Delaware  corporation  ("Qwest"),  pursuant to the  Agreement and Plan of Merger
(the "Merger Agreement"), dated as of July 18, 1999, between U S WEST and Qwest.
The Merger  Agreement  was adopted by the  shareowners  of U S WEST and Qwest at
special meetings of their respective shareowners held on November 2, 1999.

     Pursuant to the terms of the Merger Agreement, at the effective time of the
Merger,  each share of U S WEST  common  stock was  converted  into the right to
receive  1.72932  shares of Qwest  common  stock and cash in lieu of  fractional
shares of Qwest.

Item 2-6.     Not applicable.

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

              (c) Exhibits

Exhibit 2 -    Agreement and Plan of Merger,  dated as of July 18, 1999, between
               U S WEST and Qwest (incorporated by reference to Exhibit 2 to U S
               WEST Current Report on Form 8-K, dated July 19, 1999).

Item 8.       Not applicable









                                    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.


                           By: /s/ Thomas O. McGimpsey
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                           Thomas O. McGimpsey
                           Assistant Secretary

Dated:        June 30, 2000