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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>
U S WEST, INC. (TO BE RENAMED "MEDIAONE
GROUP, INC.") Delaware 84-0926774
MEDIAONE GROUP FUNDING, INC. Delaware 84-1458224
MEDIAONE FINANCE TRUST I Delaware 84-6326211
MEDIAONE FINANCE TRUST II Delaware 84-6326212
(State of (I.R.S. Employer
(Exact name of registrant as specified in its incorporation Identification
charter) or organization) No.)
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7800 EAST ORCHARD ROAD 80111
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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9.30% Trust Originated Preferred Securities of MediaOne Finance Trust I New York Stock Exchange
Preferred Securities Guarantee by U S WEST, Inc. (to be renamed
"MediaOne Group, Inc.") of 9.30% Trust Originated Preferred Securities
of MediaOne Finance Trust I New York Stock Exchange
9 1/2% Trust Originated Preferred Securities of MediaOne Finance Trust
II New York Stock Exchange
Preferred Securities Guarantee by U S WEST, Inc. (to be renamed
"MediaOne Group, Inc.") of 9 1/2% Trust Originated Preferred
Securities of MediaOne Finance Trust II 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.
___333-50227___ (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 "Chapter 6: The New
Preferred Securities--The New Preferred Securities," "--Description of the New
Preferred Securities Guarantees," "--Description of the New Debt Securities and
New Debt Guarantees" and "--Effect of Obligations Under the New Debt Securities,
the New Debt Guarantees and the New Preferred Securities Guarantees" in the
Registrants' Registration Statement on Form S-4 (File No. 333-50227), as filed
with the Securities and Exchange Commission on April 15, 1998, as amended (the
"Registration Statement"), 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 I (incorporated by reference to Exhibit 3-E
to the Registration Statement)
2 -- Certificate of Trust of MediaOne Finance Trust II (incorporated by reference to Exhibit 3-F
to the Registration Statement)
3 -- Amended and Restated Declaration of Trust of MediaOne Finance Trust I (incorporated by
reference to Exhibit 4-A to the Registration Statement)
4 -- Amended and Restated Declaration of Trust of MediaOne Finance Trust II (incorporated by
reference to Exhibit 4-B to the Registration Statement)
5 -- Form of Indenture among MediaOne Group Funding, Inc., U S WEST, Inc. (to be renamed
"MediaOne Group, Inc.") and Norwest Bank Minnesota, National Association, as Trustee
(incorporated by reference to Exhibit 4-C to the Registration Statement)
6 -- Form of First Supplemental Indenture with respect to the Debt Securities to be issued to
MediaOne Finance Trust I (incorporated by reference to Exhibit 4-D to the Registration
Statement)
7 -- Form of Second Supplemental Indenture with respect to the Debt Securities to be issued to
MediaOne Finance Trust II (incorporated by reference to Exhibit 4-E to the Registration
Statement)
8 -- Form of Preferred Security of MediaOne Finance Trust I (incorporated by reference to
Exhibit 4-F to the Registration Statement)
9 -- Form of Preferred Security of MediaOne Finance Trust II (incorporated by reference to
Exhibit 4-G to the Registration Statement)
10 -- Form of Debt Security and Debt Guarantee to be issued to MediaOne Finance Trust I
(incorporated by reference to Exhibit 4-H to the Registration Statement)
11 -- Form of Debt Security and Debt Guarantee to be issued to MediaOne Finance Trust II
(incorporated by reference to Exhibit 4-I to the Registration Statement)
12 -- Form of Preferred Securities Guarantee for MediaOne Finance Trust I (incorporated by
reference to Exhibit 4-J to the Registration Statement)
13 -- Form of Preferred Securities Guarantee for MediaOne Finance Trust II (incorporated by
reference to Exhibit 4-K 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: May 26, 1998
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U S WEST, INC.
(to be renamed "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 I
By: /s/ RAHN K. PORTER
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Name: Rahn K. Porter
Title: Trustee
MEDIAONE FINANCE TRUST II
By: /s/ RAHN K. PORTER
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Name: Rahn K. Porter
Title: Trustee
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