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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
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For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
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<S> <C> <C>
MEDIAONE GROUP, INC. Delaware 84-0926774
MEDIAONE GROUP FUNDING, INC. Delaware 84-1458224
MEDIAONE FINANCE TRUST III Delaware Applied For
(State of (I.R.S. Employer
(Exact name of registrant as specified in its incorporation Identification
charter) or organization) No.)
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<S> <C>
188 INVERNESS DRIVE WEST 80112
ENGLEWOOD, COLORADO (zip code)
(Address of principal executive
offices)
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SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
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TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
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<S> <C>
9.04% Trust Originated Preferred Securities of MediaOne Finance Trust
III New York Stock Exchange
Preferred Securities Guarantee by MediaOne Group, Inc. of 9.04% Trust
Originated Preferred Securities of MediaOne Finance Trust III New York Stock Exchange
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If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. /X/
If this Form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Information Instruction A.(d), check the following box. / /
Securities Act registration statement file number to which this form
relates.
___333-65371___ (if applicable)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
___None___
(TITLE OF CLASS)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The information required by this item is set forth in "Description of the
Preferred Securities," "Description of the Preferred Securities Guarantees,"
"Description of the Subordinated Notes and the Note Guarantees" and
"Relationship Among the Preferred Securities, the Preferred Securities
Guarantee, the Subordinated Notes and the Note Guarantee Held by Each Trust" in
the Registrants' Registration Statement on Form S-3 (File No. 333-65371), as
filed with the Securities and Exchange Commission on October 6, 1998, as amended
(the "Registration Statement") and in "Description of Securities," "Certain
Terms of the Preferred Securities" and "Certain Terms of the Subordinated Notes
and Note Guarantee" in the related Prospectus Supplement dated October 23, 1998
(to Prospectus dated October 15, 1998), and is incorporated herein by reference.
ITEM 2. EXHIBITS.
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EXHIBIT
NUMBER DESCRIPTION
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1 -- Certificate of Trust of MediaOne Finance Trust III (incorporated by reference to Exhibit
3-A to the Registration Statement)
2 -- Form of Amended and Restated Declaration of Trust of MediaOne Finance Trust III
(incorporated by reference to Exhibit 4-E to the Registration Statement)
3 -- Indenture dated June 12, 1998 among MediaOne Group Funding, Inc., MediaOne Group, Inc. and
Norwest Bank Minnesota, National Association, as Trustee (incorporated by reference to
Exhibit 4-F to the Registration Statement)
4 -- Form of Supplemental Indenture with respect to the Subordinated Notes to be issued to
MediaOne Finance Trust III (incorporated by reference to Exhibit 4-G to the Registration
Statement)
5 -- Form of Preferred Security of MediaOne Finance Trust III (incorporated by reference to
Exhibit 4-H to the Registration Statement)
6 -- Form of Subordinated Notes and Note Guarantee to be issued to MediaOne Finance Trust III
(incorporated by reference to Exhibit 4-I to the Registration Statement)
7 -- Form of Preferred Securities Guarantee for MediaOne Finance Trust III (incorporated by
reference to Exhibit 4-J to the Registration Statement)
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, each of the registrants has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
Dated: October 26, 1998
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<S> <C> <C>
MEDIAONE GROUP, INC.
By: /s/ STEPHEN E. BRILZ
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Name: Stephen E. Brilz, Esq.
Title: Assistant Secretary
MEDIAONE GROUP FUNDING, INC.
By: /s/ STEPHEN E. BRILZ
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Name: Stephen E. Brilz, Esq.
Title: Secretary
MEDIAONE FINANCE TRUST III
By: /s/ STEPHEN E. BRILZ
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Name: Stephen E. Brilz, Esq.
Title: Trustee
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