RULE 424(B)(5)
                                                                                                        REGISTRATION NO.
                                                                                                                33-57889



PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED MAY 2, 1995)                                     [LOGO]
                        24,000,000 PREFERRED SECURITIES
                              U S WEST FINANCING I

         7.96% TRUST ORIGINATED PREFERRED SECURITIES-SM- ("TOPRS-SM- ")
                (LIQUIDATION AMOUNT $25 PER PREFERRED SECURITY)
                  GUARANTEED TO THE EXTENT SET FORTH HEREIN BY
                                 U S WEST, INC.
                                  ------------

    The 7.96% Trust Originated Preferred Securities (the "Preferred Securities")
offered  hereby evidence preferred undivided  beneficial interests in the assets
of U S WEST Financing I, a statutory business trust formed under the laws of the
State of Delaware ("U S WEST Financing"). U S WEST, Inc., a Colorado corporation
("U S WEST"),  will directly or  indirectly own all  the common securities  (the
"Common  Securities"  and, together  with the  Preferred Securities,  the "Trust
Securities") representing undivided beneficial  interests in the  assets of U  S
WEST  Financing. U S WEST  Financing exists for the  sole purpose of issuing the
Preferred Securities and Common Securities and investing the proceeds thereof in
an equivalent amount of  7.96% Subordinated Deferrable  Interest Notes due  2025
("Subordinated  Debt Securities") of U S  WEST Capital Funding, Inc., a Colorado
corporation and wholly-owned  subsidiary of  U S WEST  ("Capital Funding").  The
Subordinated Debt Securities are fully and unconditionally guaranteed (the "Debt
Guarantee") on a subordinated basis as to payment of principal, premium, if any,
and  interest by U  S WEST. Upon an  event of default  under the Declaration (as
defined herein), the holders of the Preferred Securities will have a  preference
over the holders of the Common Securities with respect to payments in respect of
distributions and payments upon liquidation, redemption and otherwise.
                                                        (CONTINUED ON NEXT PAGE)
                            ------------------------

    SEE "RISK FACTORS" BEGINNING ON PAGE S-7 FOR CERTAIN INFORMATION RELEVANT TO
AN   INVESTMENT  IN   THE  PREFERRED   SECURITIES,  INCLUDING   THE  PERIOD  AND
CIRCUMSTANCES DURING AND UNDER WHICH PAYMENTS OF DISTRIBUTIONS ON THE  PREFERRED
SECURITIES  MAY BE  DEFERRED AND  THE RELATED  UNITED STATES  FEDERAL INCOME TAX
CONSEQUENCES.

    The Preferred Securities have been approved for listing, subject to official
notice of issuance, on the  New York Stock Exchange,  Inc. (the "New York  Stock
Exchange").  Trading of the Preferred Securities  on the New York Stock Exchange
is expected to commence within a 30 day period after the initial delivery of the
Preferred Securities. See "Underwriting."
                            ------------------------

THESE SECURITIES HAVE NOT  BEEN APPROVED OR DISAPPROVED  BY THE SECURITIES  AND
 EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
  AND  EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
   ACCURACY OR ADEQUACY OF THIS  PROSPECTUS SUPPLEMENT OR THE PROSPECTUS  TO
    WHICH  IT  RELATES. ANY  REPRESENTATION TO  THE  CONTRARY IS  A CRIMINAL
                                    OFFENSE.



                                                                                    PROCEEDS TO
                                           INITIAL PUBLIC       UNDERWRITING          U S WEST
                                         OFFERING PRICE (1)    COMMISSION (2)     FINANCING (3)(4)
                                                                        
Per Preferred Security.................        $25.00               (3)                $25.00
Total..................................     600,000,000             (3)             600,000,000



(1)  Plus accrued distributions, if any, from September 11, 1995.

(2)  U S WEST, Capital Funding and U  S WEST Financing have agreed to  indemnify
     the several Underwriters against certain liabilities, including liabilities
     under the Securities Act of 1933, as amended. See "Underwriting."

(3)  In  view  of  the fact  that  the proceeds  of  the sale  of  the Preferred
     Securities will  be  invested  in  Subordinated  Debt  Securities,  Capital
     Funding   has   agreed  to   pay  to   the  Underwriters   as  compensation
     ("Underwriters' Compensation") for their  arranging the investment  therein
     of  such proceeds,  $.7875 per  Preferred Security  (or $18,900,000  in the
     aggregate); provided, that such  compensation for sales  of 10,000 or  more
     Preferred  Securities  to a  single purchaser  will  be $.50  per Preferred
     Security. Therefore, to  the extent  of such  sales, the  actual amount  of
     Underwriters' Compensation will be less than the aggregate amount specified
     in the preceding sentence. See "Underwriting."

(4)  Expenses of the offering which are payable by Capital Funding are estimated
     to be $930,000.


                            ------------------------

    The  Preferred  Securities  offered  hereby  are  offered  severally  by the
Underwriters, as specified herein, subject to receipt and acceptance by them and
subject to their right to reject any order  in whole or in part. It is  expected
that  delivery of the Preferred Securities will  be made only in book-entry form
through the facilities of The Depository Trust Company on or about September 11,
1995.
                            ------------------------



                                     MERRILL LYNCH & CO.
                                                       
      GOLDMAN, SACHS & CO.        DEAN WITTER REYNOLDS INC.     A.G. EDWARDS & SONS, INC.
      LEHMAN BROTHERS INC.          MORGAN STANLEY & CO.         PAINEWEBBER INCORPORATED
                                        INCORPORATED
     PRUDENTIAL SECURITIES          SALOMON BROTHERS INC            SMITH BARNEY INC.
          INCORPORATED


                            ------------------------

          The date of this Prospectus Supplement is September 6, 1995.

-SM-  "Trust Originated Preferred Securities" and  "TOPrS" are service marks  of
      Merrill Lynch & Co., Inc.


(CONTINUED FROM PREVIOUS PAGE)

    Holders  of the Preferred Securities are entitled to receive cumulative cash
distributions at an annual rate  of 7.96% of the  liquidation amount of $25  per
Preferred  Security, accruing  from the  date of  original issuance  and payable
quarterly in arrears on March 31, June 30, September 30 and December 31 of  each
year   commencing  September   30,  1995   ("distributions").  The   payment  of
distributions out  of  moneys  held by  U  S  WEST Financing,  and  payments  on
liquidation  of U S WEST Financing or the redemption of Preferred Securities, as
set forth  below,  are  guaranteed  by  U  S  WEST  (the  "Preferred  Securities
Guarantee")  to the extent  U S WEST  Financing has funds  available therefor as
described under  "Description of  the Preferred  Securities Guarantees"  in  the
accompanying  Prospectus.  The  obligations  of U  S  WEST  under  the Preferred
Securities Guarantee are subordinate and junior in right of payment to all other
liabilities of U S WEST, including the  Debt Guarantee, and PARI PASSU with  the
most  senior preferred  stock issued  by U  S WEST.  The obligations  of Capital
Funding under the  Subordinated Debt  Securities are subordinate  and junior  in
right  of  payment to  all present  and future  Senior Indebtedness  (as defined
herein) of  Capital  Funding, which  aggregated  approximately $1.4  billion  at
December  31,  1994, all  of  which is  and  will be  fully  and unconditionally
guaranteed by U S WEST. The obligations of U S WEST under the Debt Guarantee are
subordinate and junior  in right  of payment to  all present  and future  Senior
Indebtedness  of  U  S  WEST, which  aggregated  approximately  $3.5  billion at
December 31, 1994 (including the Senior Indebtedness of Capital Funding).

    The distribution rate and the distribution  and other payment dates for  the
Preferred Securities will correspond to the interest rate and interest and other
payment dates on the Subordinated Debt Securities, which, together with the Debt
Guarantee,  will be  the sole  assets of  U S  WEST Financing.  As a  result, if
principal or  interest is  not  paid on  the  Subordinated Debt  Securities,  or
payments  are not made under the Debt Guarantee,  no amounts will be paid on the
Preferred Securities. If  Capital Funding  does not make  principal or  interest
payments  on the Subordinated Debt  Securities, and U S  WEST does not make such
payments under the Debt Guarantee, U  S WEST Financing will not have  sufficient
funds  to make  distributions on  the Preferred  Securities, in  which event the
Preferred Securities Guarantee will  not apply to such  distributions until U  S
WEST Financing has sufficient funds available therefor.

    Capital  Funding  has  the  right  to  defer  payments  of  interest  on the
Subordinated Debt Securities  by extending  the interest payment  period on  the
Subordinated  Debt Securities,  at any time,  for up to  20 consecutive quarters
(each,  an  "Extension   Period").  If  interest   payments  are  so   deferred,
distributions  will also be deferred.  Despite such deferral, distributions will
continue to accrue with interest thereon (to the extent permitted by  applicable
law)  at an  annual rate of  7.96% per  annum, and during  any Extension Period,
holders of Preferred Securities  will be required  to include deferred  interest
income  in their gross income  for United States federal  income tax purposes in
advance of receipt of the cash  interest payments attributable to such  deferred
income.  There could be multiple Extension Periods of varying lengths throughout
the  term  of  the  Subordinated  Debt  Securities.  See  "Description  of   the
Subordinated  Debt  Securities  and  the Debt  Guarantee  --  Options  to Extend
Interest Payment Period,"  "Risk Factors  -- Option to  Extend Interest  Payment
Period" and "Certain Federal Income Tax Consequences -- Original Issue Discount,
Premium and Market Discount."

    The Subordinated Debt Securities are redeemable by Capital Funding (in whole
or  in part) from time to time, on or after September 11, 2000 or at any time in
certain circumstances upon the occurrence of a Tax Event (as defined herein). If
Capital Funding redeems Subordinated  Debt Securities, U  S WEST Financing  must
redeem  Trust Securities  having an  aggregate liquidation  amount equal  to the
aggregate principal amount of  the Subordinated Debt  Securities so redeemed  at
$25  per Preferred Security  plus accrued and  unpaid distributions thereon (the
"Redemption Price") to the  date fixed for redemption.  See "Description of  the
Preferred  Securities -- Mandatory Redemption." The Preferred Securities will be
redeemed upon maturity  of the  Subordinated Debt  Securities. The  Subordinated
Debt  Securities mature  on September  30, 2025,  but the  maturity date  may be
extended once only for  up to an  additional 19 years at  the option of  Capital
Funding,  provided certain financial covenants are  met. See "Description of the
Subordinated Debt Securities and the Debt Guarantee -- Option to Extend Maturity
Date." In addition, upon the occurrence  of a Special Event (as defined  herein)
arising  from a change  in law or  a change in  legal interpretation, unless the
Subordinated Debt Securities are redeemed in the limited circumstances described
below, U  S  WEST  Financing  shall  be  dissolved  with  the  result  that  the
Subordinated  Debt  Securities,  together  with  the  Debt  Guarantees,  will be
distributed to the holders of the Preferred Securities, on a pro rata basis,  in
lieu  of any cash  distribution. In the  case of a  Special Event that  is a Tax
Event, Capital Funding will  have the right in  certain circumstances to  redeem
the  Subordinated Debt Securities, which  would result in the  redemption by U S
WEST Financing of the Trust Securities in  the same amount on a pro rata  basis.
If  the  Subordinated Debt  Securities  are distributed  to  the holders  of the
Preferred Securities, Capital  Funding will  use its  best efforts  to have  the
Subordinated  Debt Securities listed on  the New York Stock  Exchange or on such
other exchange as the Preferred Securities are then listed. See "Description  of
the  Preferred  Securities  --  Special Event  Redemption  or  Distribution" and
"Description of the Subordinated Debt Securities and the Debt Guarantee."

    In the event  of the  voluntary or  involuntary dissolution,  winding up  or
termination  of U S WEST Financing, the holders of the Preferred Securities will
be entitled to receive, for each Preferred Security, a liquidation amount of $25
plus accrued and  unpaid distributions thereon  (including interest thereon)  to
the   date  of  payment,  unless  in   connection  with  such  dissolution,  the
Subordinated Debt Securities  are distributed  to the holders  of the  Preferred
Securities.   See  "Description  of  the  Preferred  Securities  --  Liquidation
Distribution Upon Dissolution."
                              -------------------

IN CONNECTION  WITH THIS  OFFERING, THE  UNDERWRITERS MAY  OVER-ALLOT OR  EFFECT
TRANSACTIONS  WHICH STABILIZE  OR MAINTAIN  THE MARKET  PRICE OF  THE SECURITIES
OFFERED HEREBY AT LEVELS ABOVE THOSE  WHICH MIGHT OTHERWISE PREVAIL IN THE  OPEN
MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE, IN THE
OVER-THE-COUNTER  MARKET OR  OTHERWISE. SUCH  STABILIZING, IF  COMMENCED, MAY BE
DISCONTINUED AT ANY TIME.

                                      S-2

                                 U S WEST, INC.
                             SUMMARY FINANCIAL DATA

    The  summary financial  data below  should be  read in  conjunction with the
financial statements and notes thereto included  in U S WEST's Annual Report  on
Form  10-K for the year  ended December 31, 1994.  See "Incorporation of Certain
Documents by Reference"  in the accompanying  Prospectus. The summary  financial
data  at December 31, 1994, 1993,  1992, 1991 and 1990 and  for each of the five
years ended  December  31, 1994  are  derived from  the  consolidated  financial
statements  of U  S WEST which  have been  audited by Coopers  & Lybrand L.L.P.,
independent certified  public accountants.  See  "Experts" in  the  accompanying
Prospectus. The summary financial data at June 30, 1995 and 1994 and for the six
months  ended June 30, 1995 and 1994 are derived from the unaudited consolidated
financial statements of U S WEST, which have been prepared on the same basis  as
U  S WEST's  audited consolidated  financial statements  and, in  the opinion of
management,  contain  all  adjustments,  consisting  of  only  normal  recurring
adjustments,  necessary for  a fair presentation  of the  financial position and
results of operations for these periods.



                                                 SIX MONTHS ENDED
                                                     JUNE 30,                      YEAR ENDED DECEMBER 31,
                                               --------------------  ----------------------------------------------------
                                                 1995       1994       1994         1993      1992      1991      1990
                                               ---------  ---------  ---------     -------  --------  --------  ---------
                                                                  (IN MILLIONS, EXCEPT PER SHARE DATA)
                                                                                           
FINANCIAL DATA
Sales and other revenues.....................     $5,722     $5,349     $10,953    $10,294  $  9,823  $  9,528  $   9,369
Income from continuing operations (1)........        648        699      1,426         476     1,076       840      1,145
Net income (loss) (2)........................        648        699      1,426      (2,806)     (614)      553      1,199
Total assets.................................     $24,193    $21,193    $23,204    $20,680  $ 23,461  $ 23,375  $  22,160
Total debt (3)...............................      8,990      7,231      7,938       7,199     5,430     5,969      5,147
Shareowners' equity..........................      7,679      6,597      7,382       5,861     8,268     9,587      9,240
Earnings per common share (continuing
 operations) (1).............................       1.37       1.56       3.14        1.13      2.61      2.09       2.97
Earnings (loss) per common share.............       1.37       1.56       3.14       (6.69)    (1.49)     1.38       3.11
Return on common shareowners' equity (4).....       17.0%      22.1%      21.6%      --         14.4%      5.7%      13.7%
Percentage of debt to total capital (3)......       53.9%      52.3%      51.8%       55.1%     39.6%     38.4%      35.8%
Capital expenditures (3).....................     $1,365     $1,227     $2,820     $ 2,441  $  2,554  $  2,425  $   2,217
OPERATING DATA
EBITDA (5)...................................     $2,451     $2,287     $4,559     $ 4,228  $  3,963  $  3,920  $   3,889
Telephone network access lines in service
 (thousands).................................     14,518     14,009     14,336      13,843    13,345    12,935     12,562
Billed access minutes of use (millions)......     28,058     25,630     52,275      48,123    44,369    41,701     38,832
Cellular subscribers.........................  1,165,000    738,000    968,000     601,000   415,000   300,000    219,000
Cable television basic subscribers served....    509,000    473,000    486,000       --        --        --        --
Employees....................................     61,448     61,320     61,505      60,778    63,707    65,829     65,469
Number of common shareowners.................    798,009    831,620    816,099     836,328   867,773   899,082    935,530
Weighted average common shares outstanding
 (thousands).................................    469,490    449,024    453,316     419,365   412,518   401,332    386,012

------------------------
(1)  1995 first six months income includes a gain of $49 ($.10 per share) on the
     sales of rural telephone exchanges. 1994 first six months income includes a
     gain of $31 ($.07 per share) on the sales of rural telephone exchanges  and
     a  gain of $41 ($.09 per share) on the sale of U S WEST's paging unit. 1994
     income from continuing operations includes a gain of $105 ($.23 per  share)
     on  the sale of 24.4 percent of U  S WEST's joint venture interest in cable
     television/telephone   operations   in   the   United   Kingdom   (TeleWest
     Communications  plc), a  gain of $41  ($.09 per share)  on the sale  of U S
     WEST's paging unit  and a  gain of  $51 ($.11 per  share) on  the sales  of
     certain  rural telephone exchanges. 1993  income from continuing operations
     was reduced by  a restructuring charge  of $610 ($1.46  per share) and  $54
     ($.13  per share) for the  cumulative effect on deferred  taxes of the 1993
     federally  mandated  increase  in  income  tax  rates.  1991  income   from
     continuing  operations was reduced by a  restructuring charge of $230 ($.57
     per share).
(2)  1993 net income was reduced by  extraordinary charges of $3,123 ($7.45  per
     share)   for  the  discontinuance  of  Statement  of  Financial  Accounting
     Standards  ("SFAS")  No.  71  and  $77  ($.18  per  share)  for  the  early
     extinguishment  of debt.  1993 net  income also  includes a  charge of $120
     ($.28 per share) for U S  WEST's decision to discontinue the operations  of
     its  capital assets segment. 1992 income includes a charge of $1,793 ($4.35
     per share) for the  cumulative effect of  change in accounting  principles.
     Discontinued operations provided net income (loss) of $38 ($.09 per share),
     $103  ($.25 per share), $(287) ($.71 per share) and $54 ($.14 per share) in
     1993, 1992, 1991 and 1990, respectively.
(3)  Capital expenditures,  debt and  the percentage  of debt  to total  capital
     exclude discontinued operations.
(4)  1993 return on shareowners' equity is not presented. Return on shareowners'
     equity  for  fourth quarter  1993  was 19.9  percent  based on  income from
     continuing operations.  1992  return on  shareowners'  equity is  based  on
     income before the cumulative effect of change in accounting principles.
(5)  Earnings  before interest, taxes, depreciation and amortization ("EBITDA").
     EBITDA excludes gains on sales  of assets, restructuring charges and  other
     income. U S WEST considers EBITDA an important indicator of the operational
     strength  and performance of its businesses. EBITDA, however, should not be
     considered as an alternative to operating or net income as an indicator  of
     the performance of U S WEST's businesses or as an alternative to cash flows
     from  operating  activities  as  a  measure  of  liquidity,  in  each  case
     determined in accordance with generally accepted accounting principles.


                                      S-3

    THE  FOLLOWING INFORMATION  CONCERNING U S  WEST, CAPITAL FUNDING,  U S WEST
FINANCING, THE  PREFERRED SECURITIES,  THE PREFERRED  SECURITIES GUARANTEE,  THE
SUBORDINATED  DEBT SECURITIES AND THE DEBT  GUARANTEE SUPPLEMENTS, AND SHOULD BE
READ  IN  CONJUNCTION  WITH,  THE  INFORMATION  CONTAINED  IN  THE  ACCOMPANYING
PROSPECTUS.  CAPITALIZED TERMS USED IN THIS  PROSPECTUS SUPPLEMENT HAVE THE SAME
MEANINGS AS IN THE ACCOMPANYING PROSPECTUS.

                                 U S WEST, INC.

    U S  WEST is  a diversified  global communications  company engaged  in  the
telecommunications,  cable, wireless  communications and  multimedia content and
services businesses. U S WEST conducts its businesses through two groups: the  U
S  WEST Communications Group (the "Communications Group") and the U S WEST Media
Group (the "Media Group"). The Communications Group provides  telecommunications
services  to  more than  25 million  residential and  business customers  in the
states of  Arizona, Colorado,  Idaho, Iowa,  Minnesota, Montana,  Nebraska,  New
Mexico,  North  Dakota,  Oregon,  South  Dakota,  Utah,  Washington  and Wyoming
(collectively, the "Communications Group Region"). The Media Group is  comprised
of   (i)   cable   and  telecommunications   network   businesses   outside  the
Communications Group Region and internationally, (ii) domestic and international
wireless communications network businesses and (iii) domestic and  international
multimedia content and services businesses.

                         U S WEST CAPITAL FUNDING, INC.

    Capital   Funding  is  a  wholly-owned  subsidiary  of  U  S  WEST  and  was
incorporated under  the laws  of the  State of  Colorado in  June 1986.  Capital
Funding was incorporated for the sole purpose of providing financing to U S WEST
and  its affiliates through the issuance of  indebtedness guaranteed by U S WEST
and has no independent operations.

                              U S WEST FINANCING I

    U S WEST Financing is a  statutory business trust formed under Delaware  law
pursuant to (i) a declaration of trust, dated as of March 1, 1995, executed by U
S  WEST, as sponsor (the "Sponsor"), and the trustees of U S WEST Financing (the
"U S WEST  Trustees") and (ii)  the filing of  a certificate of  trust with  the
Delaware  Secretary of State on March 1,  1995. Such declaration will be amended
and restated in  its entirety (as  so amended and  restated, the  "Declaration")
substantially  in the form filed as an  exhibit to the Registration Statement of
which this Prospectus Supplement  and the accompanying  Prospectus form a  part.
The  Declaration will be qualified as an indenture under the Trust Indenture Act
of 1939, as amended (the "Trust Indenture Act"). Upon issuance of the  Preferred
Securities, the purchasers thereof will own all of the Preferred Securities. U S
WEST  will  directly or  indirectly acquire  Common  Securities in  an aggregate
liquidation amount equal to 3% of the total  capital of U S WEST Financing. U  S
WEST  Financing  exists for  the  exclusive purposes  of  (i) issuing  the Trust
Securities representing undivided beneficial interests in the assets of U S WEST
Financing, (ii) investing  the gross  proceeds of  the Trust  Securities in  the
Subordinated  Debt Securities and the Debt  Guarantee and (iii) engaging in only
those other activities necessary or incidental thereto.

    Pursuant to the Declaration, the number of U S WEST Trustees will  initially
be five. Three of the U S WEST Trustees (the "Regular Trustees") will be persons
who  are employees  or officers  of, or  affiliated with,  U S  WEST. The fourth
trustee will be  a financial institution  unaffiliated with U  S WEST that  will
serve  as property  trustee under the  Declaration and as  indenture trustee for
purposes of the Trust Indenture Act (the "Property Trustee"). The fifth U S WEST
Trustee will be a financial institution or an affiliate thereof which  maintains
a  principal  place of  business  or residence  in  the State  of  Delaware (the
"Delaware Trustee"). The First National Bank of Chicago will act as the Property
Trustee and its  affiliate will  act as the  Delaware Trustee  until removed  or
replaced  by the  holder of  the Common Securities.  The First  National Bank of
Chicago will  also  act as  indenture  trustee under  the  Preferred  Securities
Guarantee (the "Preferred Guarantee Trustee"). See "Description of the Preferred
Securities Guarantees" in the accompanying Prospectus. In certain circumstances,
the  holders  of a  majority of  the  Preferred Securities  will be  entitled to
appoint one Regular Trustee  (a "Special Regular Trustee"),  who need not be  an
officer or employee of, or otherwise affiliated with, U S WEST. See "Description
of the Preferred Securities -- Voting Rights."

                                      S-4

    The Property Trustee will hold title to the Subordinated Debt Securities and
the  Debt Guarantee for the  benefit of the holders  of the Trust Securities and
the Property Trustee  will have  the power to  exercise all  rights, powers  and
privileges  under  the  Indenture  (as  defined herein)  as  the  holder  of the
Subordinated Debt Securities and the  Debt Guarantee. In addition, the  Property
Trustee  will maintain  exclusive control  of a  segregated non-interest bearing
bank account (the "Property  Account") to hold all  payments made in respect  of
the  Subordinated Debt Securities and the Debt  Guarantee for the benefit of the
holders of  Trust  Securities.  The  Property  Trustee  will  make  payments  of
distributions  and  payments on  liquidation,  redemption and  otherwise  to the
holders of the  Trust Securities  out of funds  from the  Property Account.  The
Preferred Guarantee Trustee will hold the Preferred Securities Guarantee for the
benefit  of the holders of the Preferred Securities. Subject to the right of the
holders of the Preferred  Securities to appoint a  Special Regular Trustee, U  S
WEST,  as the direct or indirect holder  of all the Common Securities, will have
the right to appoint, remove or replace any U S WEST Trustee and to increase  or
decrease  the number of U S WEST Trustees,  provided that the number of U S WEST
Trustees shall be at least three, a majority of which shall be Regular Trustees.
Capital Funding will pay all fees and expenses related to U S WEST Financing and
the offering of the  Trust Securities, the  payment of which  will be fully  and
unconditionally  guaranteed by  U S WEST.  See "Description  of the Subordinated
Debt Securities and the Debt Guarantee -- Miscellaneous."

    The rights of the  holders of the  Preferred Securities, including  economic
rights,  rights  to information  and  voting rights,  are  as set  forth  in the
Declaration, the Delaware  Business Trust Act  (the "Trust Act")  and the  Trust
Indenture Act. See "Description of the Preferred Securities."

                  RATIO OF EARNINGS TO COMBINED FIXED CHARGES
                         AND PREFERRED STOCK DIVIDENDS

    The  following  table sets  forth the  ratio of  earnings to  combined fixed
charges and preferred stock dividends from continuing operations of U S WEST for
the periods  indicated. For  the  purpose of  calculating this  ratio,  earnings
consist  of income before income taxes  and fixed charges. Fixed charges include
interest on indebtedness (excluding discontinued operations) and the portion  of
rentals representative of the interest factor.



                                                                                    SIX MONTHS ENDED
                            YEAR ENDED DECEMBER 31,                                     JUNE 30,
        ----------------------------------------------------------------           -------------------
        1990           1991           1992           1993           1994           1994           1995
        ----           ----           ----           ----           ----           ----           ----
                                                                                
        4.07           3.11           3.85           2.38           4.85           4.98           4.06


                              RECENT DEVELOPMENTS

    THE   RECAPITALIZATION  PLAN.     U  S  WEST  has   announced  a  plan  (the
"Recapitalization Plan") to create two classes of common stock that are intended
to reflect separately the performance of the Communications Group and the  Media
Group  and to  change the state  of incorporation of  U S WEST  from Colorado to
Delaware. Under  the Recapitalization  Plan, each  outstanding share  of  Common
Stock  of U S WEST will  be converted into one share  of U S WEST Communications
Group Common Stock, which is intended  to reflect separately the performance  of
the  Communications Group, and one  share of U S  WEST Media Group Common Stock,
which is intended to reflect separately the performance of the Media Group.

    The Recapitalization Plan would enable U S WEST to report the results of the
Media Group separately from the results of the Communications Group and  thereby
give stockholders a better understanding of these businesses without diminishing
the  benefits of remaining a single corporation. Investors would be afforded the
ability to  invest in  either or  both stocks  depending upon  their  investment
objectives.  The Recapitalization Plan  will require the approval  of U S WEST's
shareholders. U S WEST  expects to seek  such approval at  a special meeting  of
shareholders  to be held in the fall of 1995. The Recapitalization Plan will not
affect the offer and sale of the  Preferred Securities, the ability of U S  WEST
to  issue  the Debt  Guarantee  or the  Preferred  Securities Guarantee,  or the
ability of  Capital  Funding  to  issue the  Subordinated  Debt  Securities.  In
addition,  the  Recapitalization Plan  will not  result in  the transfer  of any
assets from U S WEST or any of its subsidiaries or alter the legal nature of U S
WEST's obligations to its creditors, including its

                                      S-5

obligations under the  Preferred Securities  Guarantee and  the Debt  Guarantee.
Creditors  of U S WEST, including the  holders of the Preferred Securities, will
continue to benefit from the cash  flow of the subsidiaries comprising both  the
Communications  Group  and  the  Media Group,  subject  to  the  satisfaction of
obligations by such subsidiaries. The  Recapitalization Plan is not expected  to
have any adverse impact on U S WEST's credit rating.

    CABLE  ACQUISITION.  On  December 6, 1994,  U S WEST  acquired Wometco Cable
Corp. and the assets of Atlanta Cable Partners, L.P. and Georgia Cable  Partners
(the  "Atlanta Cable Properties") for  approximately $1.2 billion. Together, the
Atlanta Cable Properties serve approximately 65%  of the cable customers in  the
Atlanta,  Georgia metropolitan area. U  S WEST expects that  it will offer local
exchange services as well as multimedia services in the Atlanta area as a result
of this acquisition.  The Atlanta  Cable Properties  are included  in the  Media
Group.

    WIRELESS  JOINT  VENTURES.    On  July  25,  1994,  AirTouch  Communications
("AirTouch") and  U S  WEST announced  an agreement  to combine  their  domestic
cellular  operations. This joint venture will have a presence in 9 of the top 20
cellular markets in the country and will form the third largest cellular company
in the United States,  with more than 54  million potential customers  ("POPs").
The transaction is expected to close in the third quarter of 1995 upon obtaining
certain  federal  and state  regulatory approvals.  By combining  their domestic
cellular operations, U  S WEST and  AirTouch will create  opportunities for  new
cost  efficiencies in  equipment purchasing,  information systems, distribution,
marketing and  advertising. Upon  closing,  each company's  cellular  operations
initially will continue to operate as separately owned entities, but will report
to  a wireless management  company, which will  oversee both companies' domestic
cellular operations and provide  management and support  services on a  contract
basis.  The wireless management company will be managed by a committee comprised
of the president and chief operating  officer of AirTouch, three other  AirTouch
representatives,  three representatives of U S WEST and one mutually agreed upon
independent  representative.  AirTouch's  initial   equity  ownership  of   this
partnership  will be approximately 70%  and U S WEST's will  be 30%. A merger of
the two companies' domestic cellular operations will take place upon the earlier
of July 25, 1998,  the lifting of  certain restrictions imposed on  U S WEST  in
connection with the divestiture by AT&T Corp. of its local telephone businesses,
or  at any  time at AirTouch's  option. The  agreement gives U  S WEST strategic
flexibility, including the right to exchange  its interest in the joint  venture
for up to 19.9% of AirTouch common stock, with any excess amounts to be received
in  the form of AirTouch non-voting preferred  stock. AirTouch and U S WEST also
formed an equally owned partnership  to bid on personal communications  services
("PCS") licenses.

    In  October  1994,  a  partnership  between AirTouch  and  U  S  WEST  and a
partnership between  Bell  Atlantic  Corporation  ("Bell  Atlantic")  and  NYNEX
Corporation  ("NYNEX") formed PCS Primeco, L.P.  ("PCS Primeco") for the purpose
of bidding  on  PCS  licenses  being auctioned  by  the  Federal  Communications
Commission (the "FCC"). The objective of PCS Primeco is to build and operate PCS
networks where its partners do not operate cellular networks, thus enabling them
to establish a national wireless network. In the FCC auction, which concluded in
March  1995, PCS  Primeco was  awarded PCS  licenses in  11 markets  covering 57
million POPs, including licenses in  Chicago, Dallas, Tampa, Houston, Miami  and
New  Orleans. PCS Primeco will be governed  by an executive committee made up of
three  Bell  Atlantic-NYNEX   representatives  and  three   AirTouch-U  S   WEST
representatives.  The  four companies  also formed  a  partnership to  develop a
national branding  and marketing  strategy  and a  common  "look and  feel"  for
wireless customers. The cellular properties of AirTouch and U S WEST will not be
merged  with those of Bell Atlantic and NYNEX. U S WEST's wireless interests are
included in the Media Group.

                                      S-6

                                  RISK FACTORS

    Prospective purchasers of Preferred  Securities should carefully review  the
information  contained  elsewhere  in  this  Prospectus  Supplement  and  in the
accompanying Prospectus and should particularly consider the following matters:

RANKING OF SUBORDINATED OBLIGATIONS UNDER PREFERRED SECURITIES GUARANTEE,
SUBORDINATED DEBT SECURITIES AND DEBT GUARANTEE

    U  S  WEST's  obligations  under  the  Preferred  Securities  Guarantee  are
subordinate  and junior  in right  of payment  to all  liabilities of  U S WEST,
including the Debt  Guarantee, and  PARI PASSU  with the  most senior  preferred
stock  issued  by  U  S  WEST. The  obligations  of  Capital  Funding  under the
Subordinated Debt Securities are subordinate and  junior in right of payment  to
all present and future Senior Indebtedness of Capital Funding, all of which are,
and  will be, fully and unconditionally guaranteed  by U S WEST. The obligations
of U S  WEST under the  Debt Guarantee are  subordinate and junior  in right  of
payment  to all present and future Senior  Indebtedness of U S WEST. At December
31, 1994,  Senior  Indebtedness of  U  S  WEST and  Capital  Funding  aggregated
approximately $3.5 billion and $1.4 billion, respectively. There are no terms in
the  Preferred  Securities,  the  Subordinated  Debt  Securities,  the Preferred
Securities Guarantee or  the Debt  Guarantee that limit  U S  WEST's ability  to
incur  additional indebtedness, including indebtedness  that ranks senior to the
Preferred Securities Guarantee and the  Debt Guarantee. See "Description of  the
Preferred  Securities  Guarantees"  and "Description  of  the  Subordinated Debt
Securities and  the  Debt  Guarantees  --  Subordination"  in  the  accompanying
Prospectus.

RIGHTS UNDER THE PREFERRED SECURITIES GUARANTEE

    The  Preferred  Securities  Guarantee  guarantees  to  the  holders  of  the
Preferred Securities the  payment of  (i) any accrued  and unpaid  distributions
which  are required to  be paid on the  Preferred Securities, to  the extent U S
WEST Financing shall have funds  available therefor, (ii) the Redemption  Price,
including  all  accrued  and  unpaid distributions,  with  respect  to Preferred
Securities called for redemption by U S  WEST Financing, to the extent U S  WEST
Financing has funds available therefor and (iii) upon a voluntary or involuntary
dissolution,  winding-up or  termination of  U S  WEST Financing  (other than in
connection with the distribution of Subordinated Debt Securities to the  holders
of Preferred Securities or a redemption of all of the Preferred Securities), the
lesser of (a) the aggregate of the liquidation amount and all accrued and unpaid
distributions  on the Preferred Securities to the date of payment, to the extent
U S WEST Financing has funds available therefor and (b) the amount of assets  of
U  S  WEST Financing  remaining  available for  distribution  to holders  of the
Preferred Securities in  liquidation of  U S WEST  Financing. The  holders of  a
majority  in liquidation  amount of the  Preferred Securities have  the right to
direct the time, method  and place of conducting  any proceeding for any  remedy
available  to the Preferred Guarantee  Trustee or to direct  the exercise of any
trust or  power  conferred  upon  the  Preferred  Guarantee  Trustee  under  the
Preferred  Securities  Guarantee. If  the Preferred  Guarantee Trustee  fails to
enforce the Preferred Securities Guarantee,  any holder of Preferred  Securities
may  institute  a legal  proceeding directly  against  U S  WEST to  enforce the
Preferred Guarantee Trustee's rights  under the Preferred Securities  Guarantee,
without  first instituting  a legal proceeding  against U S  WEST Financing, the
Preferred Guarantee Trustee or  any other person or  entity. If Capital  Funding
were  to default in  its obligation to  pay amounts payable  on the Subordinated
Debt Securities and U S WEST were  to default on its obligations under the  Debt
Guarantee,  U S  WEST Financing  would lack available  funds for  the payment of
distributions or amounts payable  on redemption of  the Preferred Securities  or
otherwise,  and in such event  holders of the Preferred  Securities would not be
able to  rely  upon the  Preferred  Securities  Guarantee for  payment  of  such
amounts.  Instead,  holders  of  the  Preferred  Securities  would  rely  on the
enforcement by the Property  Trustee of its rights  as registered holder of  the
Subordinated  Debt Securities against  Capital Funding pursuant  to the terms of
the Subordinated Debt Securities and against  U S WEST under the Debt  Guarantee
and  may also vote to appoint a Special Regular Trustee, who shall have the same
rights, powers and privileges as the other Regular Trustees. See "Description of
the Preferred  Securities  Guarantees  -- Status  of  the  Preferred  Securities
Guarantees"  and "Description of  the Subordinated Debt  Securities and the Debt
Guarantees --  Subordination" in  the accompanying  Prospectus. The  Declaration
provides  that each holder of Preferred  Securities by acceptance thereof agrees
to the provisions of the Preferred Securities Guarantee and the Indenture.

                                      S-7

ENFORCEMENT OF CERTAIN RIGHTS BY HOLDERS OF PREFERRED SECURITIES

    If (i)  U  S WEST  Financing  fails to  pay  distributions in  full  on  the
Preferred  Securities for six consecutive quarterly distribution periods or (ii)
a Declaration Event  of Default (as  defined herein) occurs  and is  continuing,
then  the holders of Preferred  Securities would rely on  the enforcement by the
Property Trustee of its rights as  a holder of the Subordinated Debt  Securities
and  Debt  Guarantee against  Capital Funding  and  U S  WEST. In  addition, the
holders  of  a  majority  in  aggregate  liquidation  amount  of  the  Preferred
Securities  will  have  the right  to  direct  the time,  method,  and  place of
conducting any proceeding for any remedy available to the Property Trustee or to
direct the exercise of  any trust or power  conferred upon the Property  Trustee
under  the Declaration,  including the right  to direct the  Property Trustee to
exercise the  remedies available  to it  as a  holder of  the Subordinated  Debt
Securities  and Debt  Guarantee. If  the Property  Trustee fails  to enforce its
rights under the Subordinated Debt Securities or the Debt Guarantee, a holder of
Preferred Securities may institute a  legal proceeding directly against  Capital
Funding  or  U  S  WEST  to enforce  the  Property  Trustee's  rights  under the
Subordinated Debt Securities or the Debt Guarantee, as the case may be,  without
first instituting any legal proceeding against the Property Trustee or any other
person  or entity, including, in the case of the Debt Guarantee, against Capital
Funding. Upon the occurrence of  any of the events  described in clauses (i)  or
(ii)  above, the holders of  the Preferred Securities also  will be entitled, by
majority vote, to  appoint a Special  Regular Trustee, who  shall have the  same
rights, powers and privileges as the other Regular Trustees.

OPTION TO EXTEND INTEREST PAYMENT PERIOD

    Capital  Funding  has the  right under  the Indenture  to defer  payments of
interest on the Subordinated Debt  Securities by extending the interest  payment
period  at any time, and from time to time, on the Subordinated Debt Securities.
As a consequence of such an extension, quarterly distributions on the Securities
would be  deferred (but  despite such  deferral would  continue to  accrue  with
interest  thereon)  by U  S  WEST Financing  during  any such  extended interest
payment period.  Such  right to  extend  the  interest payment  period  for  the
Subordinated Debt Securities is limited to a period not exceeding 20 consecutive
quarters.  In  the event  that  Capital Funding  exercises  this right  to defer
payments of interest, then (a) U S  WEST and Capital Funding shall not (and,  if
it  is a  wholly-owned subsidiary of  U S WEST,  U S  WEST shall cause  U S WEST
Communications not to) declare  or pay any dividend  on, make any  distributions
with  respect to, or redeem, purchase or make a liquidation payment with respect
to, any  of  its  capital stock,  including,  in  the  case of  U  S  WEST,  the
Communications  Stock and the Media Stock, and  (b) U S WEST and Capital Funding
shall not make  any payment of  interest, principal  or premium, if  any, on  or
repay, repurchase or redeem any debt securities (including guarantees) issued by
U  S  WEST or  Capital  Funding which  rank  pari passu  with  or junior  to the
Subordinated Debt Securities.  Prior to  the termination of  any such  extension
period, Capital Funding may further extend the interest payment period, provided
that  such  Extension  Period,  together  with  all  such  previous  and further
extensions thereof, may not exceed 20 consecutive quarters. Upon the termination
of any Extension Period and the payment of all amounts then due, Capital Funding
may select  a new  Extension  Period, subject  to  the above  requirements.  See
"Description  of the Preferred Securities  -- Distributions" and "Description of
the Subordinated Debt  Securities and  the Debt  Guarantee --  Option to  Extend
Interest Payment Period."

    Should  Capital Funding exercise its rights to defer payments of interest by
extending the interest payment period, each holder of Preferred Securities  will
continue  to  accrue income  for United  States federal  income tax  purposes in
respect of the  deferred interest allocable  to its Preferred  Securities. As  a
result,  holders of Preferred Securities will recognize income for United States
federal income tax  purposes in  advance of  the receipt  of cash  and will  not
receive  the cash from U S WEST Financing  related to such income if such holder
disposes of its Preferred Securities  prior to the record  date for the date  on
which  distributions of  such amounts are  made. Capital Funding  has no current
intention of exercising its right to defer payments of interest by extending the
interest payment period  on the  Subordinated Debt  Securities. However,  should
Capital Funding determine to exercise such right in the future, the market price
of  the Preferred Securities is likely to be affected. A holder that disposes of
its Preferred  Securities  during  an Extension  Period,  therefore,  might  not
receive the same return on its investment as a holder that continues to hold its
Preferred  Securities.  In addition,  as a  result of  the existence  of Capital
Funding's right to defer  interest payments, the market  price of the  Preferred
Securities (which represent an undivided beneficial

                                      S-8

interest  in the Subordinated  Debt Securities) may be  more volatile than other
securities on  which original  issue  discount accrues  that  do not  have  such
rights. See "Certain Federal Income Tax Consequences -- Original Issue Discount,
Premium and Market Discount."

SPECIAL EVENT DISTRIBUTION

    Upon  the  occurrence  of a  Special  Event,  U S  WEST  Financing  shall be
dissolved, except in the limited circumstances described below, with the  result
that  the Subordinated Debt Securities, together  with the Debt Guarantee, would
be distributed to  the holders of  the Trust Securities  in connection with  the
liquidation  of U S WEST Financing. In the case of a Special Event that is a Tax
Event, in certain circumstances Capital Funding  shall have the right to  redeem
the  Subordinated Debt Securities, in whole or in  part, in which event U S WEST
Financing will redeem  the Trust  Securities on  a pro  rata basis  to the  same
extent as the Subordinated Debt Securities are redeemed. See "Description of the
Preferred Securities -- Special Event Redemption or Distribution."

    There  can  be  no assurance  as  to  the market  prices  for  the Preferred
Securities or  the  Subordinated Debt  Securities  that may  be  distributed  in
exchange  for Preferred Securities if  a dissolution or liquidation  of U S WEST
Financing were to occur. Accordingly, the Preferred Securities that an  investor
may  purchase, or the Subordinated Debt Securities that the investor may receive
on dissolution and liquidation of U S WEST Financing, may trade at a discount to
the price that the  investor paid to purchase  the Preferred Securities  offered
hereby.  Because holders of  Preferred Securities may  receive Subordinated Debt
Securities upon the  occurrence of  a Special Event,  prospective purchasers  of
Preferred  Securities are also making an  investment decision with regard to the
Subordinated Debt Securities  and should  carefully review  all the  information
regarding   the  Subordinated  Debt  Securities  contained  herein  and  in  the
accompanying Prospectus. See "Description of the Preferred Securities -- Special
Event Redemption  or Distribution"  and "Description  of the  Subordinated  Debt
Securities and the Debt Guarantee -- General."

LIMITED VOTING RIGHTS

    Holders  of Preferred Securities will have limited voting rights and, except
for the rights of holders of  Preferred Securities to appoint a Special  Regular
Trustee  upon the  occurrence of  certain events  described herein,  will not be
entitled to vote to appoint, remove or  replace, or to increase or decrease  the
number  of, U S WEST Trustees, which voting rights are vested exclusively in the
holder of the Common Securities.

TRADING PRICE OF PREFERRED SECURITIES

    The Preferred Securities may  trade at a price  that does not fully  reflect
the  value  of  accrued  but  unpaid interest  with  respect  to  the underlying
Subordinated Debt Securities. A holder who disposes of his Preferred  Securities
between  record dates for payments of  distributions thereon will be required to
include accrued but unpaid interest on the Subordinated Debt Securities  through
the  date of disposition  in income as  ordinary income (i.e.,  OID), and to add
such amount to his adjusted  tax basis in his pro  rata share of the  underlying
Subordinated Debt Securities deemed disposed of. To the extent the selling price
is less than the holder's adjusted tax basis (which will include, in the form of
OID,  all accrued but unpaid interest), a  holder will recognize a capital loss.
Subject to  certain limited  exceptions,  capital losses  cannot be  applied  to
offset  ordinary  income  for United  States  federal income  tax  purposes. See
"Certain Federal Income Tax Consequences -- Original Issue Discount, Premium and
Market Discount" and "-- Sale of Certificates."

FUTURE ACQUISITIONS

    In connection with the Media Group's growth strategy, U S WEST from time  to
time  engages in discussions regarding acquisitions. U  S WEST may fund any such
acquisitions, if consummated, with internally  generated funds, debt or  equity.
The  incurrence of indebtedness to fund  such acquisitions and/or the assumption
of  indebtedness  in  connection  with  such  acquisitions  could  result  in  a
downgrading of U S WEST's credit rating and, as a result, have an adverse effect
upon the market value of the Preferred Securities.

                                      S-9

                           CAPITALIZATION OF U S WEST

    The  following table sets forth the unaudited consolidated capitalization of
U S WEST at  June 30, 1995, and  as adjusted to reflect  the application of  the
estimated  net proceeds from the sale  of the Preferred Securities (assuming the
Underwriters' over-allotment option  is not exercised).  See "Use of  Proceeds."
The  table should be read in conjunction  with U S WEST's consolidated financial
statements and notes thereto included in the documents incorporated by reference
herein.  See  "Incorporation   of  Certain  Documents   by  Reference"  in   the
accompanying Prospectus.



                                                                    AT JUNE 30, 1995
                                                               --------------------------
                                                               ACTUAL (1)  AS ADJUSTED (1)
                                                               -------  -----------------
                                                                 (DOLLARS IN MILLIONS)
                                                                  
Short-term borrowings........................................  $4,364        $ 3,784
                                                               -------       -------
                                                               -------       -------
Long-term borrowings.........................................  $4,626        $ 4,626
                                                               -------       -------
Guaranteed minority interest in trust holding subordinated
 debentures of subsidiary....................................  $ --          $   600
                                                               -------       -------
Preferred stock subject to mandatory redemption..............  $   51        $    51
                                                               -------       -------
Common shareholders' equity:
    Common shares -- no par, 2,000,000,000 authorized;
     470,722,738 outstanding.................................   8,123          8,123
    Cumulative deficit.......................................    (282 )         (282)
    LESOP guarantee..........................................    (157 )         (157)
    Foreign currency translation adjustment..................      (5 )           (5)
                                                               -------       -------
Total common shareholders' equity............................   7,679          7,679(2)
                                                               -------       -------
Total capitalization.........................................  $12,356       $12,956(2)
                                                               -------       -------
                                                               -------       -------

------------------------
(1)  Does not give effect to the shares of common stock, without par value, of U
     S  WEST ("Common Stock"),  that may be  issued upon exercise  of options to
     purchase 2,021,149 shares of Common Stock that were exercisable at June 30,
     1995 under U S WEST's stock option  plans or upon conversion of U S  WEST's
     Liquid Yield Option Notes due 2011 ("LYONs") into up to 9,633,826 shares of
     Common Stock (based on the number of options and LYONs outstanding June 30,
     1995).

(2)  The Recapitalization Plan, if implemented, will not affect the total common
     shareholders' equity or the total capitalization of U S WEST.


                                      S-10

                              ACCOUNTING TREATMENT

    The financial statements of U S WEST Financing will be consolidated with U S
WEST's financial statements, with the Preferred Securities shown as a guaranteed
minority interest in trust holding subordinated debentures of a subsidiary.

                                USE OF PROCEEDS

    The proceeds of the sale of the Preferred Securities will be invested by U S
WEST  Financing  in Subordinated  Debt  Securities of  Capital  Funding. Capital
Funding will  loan the  proceeds from  the issuance  of such  Subordinated  Debt
Securities to U S WEST and its affiliates to be used for the reduction of short-
term  indebtedness incurred  in connection with  the acquisition  of the Atlanta
Cable Properties, and for general corporate purposes.

                    DESCRIPTION OF THE PREFERRED SECURITIES

    The Preferred  Securities  will be  issued  pursuant  to the  terms  of  the
Declaration.  The Declaration will be qualified  as an indenture under the Trust
Indenture Act. The Property  Trustee, the First National  Bank of Chicago,  will
act  as the indenture trustee for purposes  of compliance with the provisions of
the Trust Indenture  Act. The  terms of  the Preferred  Securities will  include
those  stated in the Declaration  and those made part  of the Declaration by the
Trust Indenture Act. The following summary of the principal terms and provisions
of the Preferred Securities does not purport  to be complete and is subject  to,
and  qualified in its entirety by reference to, the Declaration, a copy of which
is filed as an exhibit to  the Registration Statement, of which this  Prospectus
Supplement is a part, the Trust Act and the Trust Indenture Act.

GENERAL

    The  Declaration authorizes the Regular  Trustees to issue on  behalf of U S
WEST Financing  the Preferred  Securities, which  represent preferred  undivided
beneficial  interests in  the assets of  U S  WEST Financing. All  of the Common
Securities will  be owned,  directly or  indirectly,  by U  S WEST.  The  Common
Securities  rank pari  passu, and payments  will be  made thereon on  a pro rata
basis, with  the Preferred  Securities, except  that upon  the occurrence  of  a
Declaration Event of Default, the rights of the holders of the Common Securities
to  receive  payment of  periodic distributions  and payments  upon liquidation,
redemption and otherwise will  be subordinated to the  rights of the holders  of
the  Preferred Securities. The Declaration  does not permit the  issuance by U S
WEST Financing  of  any  securities  other than  the  Trust  Securities  or  the
incurrence  of  any  indebtedness  by  U  S  WEST  Financing.  Pursuant  to  the
Declaration, the Property Trustee will own the Subordinated Debt Securities  and
the  Debt Guarantee for the benefit of  the holders of the Trust Securities. The
payment of distributions out of money held  by U S WEST Financing, and  payments
upon  redemption  of  the  Preferred  Securities  or  liquidation  of  U  S WEST
Financing, are guaranteed by U S WEST to the extent described under "Description
of the  Preferred Securities  Guarantees" in  the accompanying  Prospectus.  The
Preferred  Guarantee Trustee, will  hold the Preferred  Securities Guarantee for
the benefit of the holders of the Preferred Securities. The Preferred Securities
Guarantee does not cover payment of  distributions when U S WEST Financing  does
not  have sufficient available  funds to pay such  distributions. In such event,
the remedy of a holder of Preferred  Securities is to vote to appoint a  Special
Regular  Trustee and to direct the Property  Trustee to enforce its rights under
the Subordinated Debt Securities and the Debt Guarantee. See "Description of the
Preferred Securities -- Voting Rights."

DISTRIBUTIONS

    Distributions on the Preferred Securities will be fixed at a rate per  annum
of  7.96%  of  the stated  liquidation  amount  of $25  per  Preferred Security.
Distributions in arrears for more than one quarter will bear interest thereon at
the rate per  annum of 7.96%  thereof. The term  "distributions" as used  herein
includes  any  such  interest payable  unless  otherwise stated.  The  amount of
distributions payable for any period will be computed on the basis of a  360-day
year of twelve 30-day months.

                                      S-11

    Distributions  on the Preferred  Securities will be  cumulative, will accrue
from September 11, 1995 and  will be payable quarterly  in arrears on March  31,
June  30, September 30  and December 31  of each year,  commencing September 30,
1995 when, as and if  available for payment by  the Property Trustee, except  as
otherwise described below.

    Capital  Funding  has the  right under  the Indenture  to defer  payments of
interest on the Subordinated Debt  Securities by extending the interest  payment
period  from  time  to  time  on  the  Subordinated  Debt  Securities  which, if
exercised, would  defer  quarterly  distributions on  the  Preferred  Securities
(though such distributions would continue to accrue with interest since interest
would  continue to accrue  on the Subordinated Debt  Securities) during any such
extended interest  payment period.  Such right  to extend  the interest  payment
period for the Subordinated Debt Securities is limited to a period not exceeding
20 consecutive quarters. In the event that Capital Funding exercises this right,
then  (a) U S WEST and  Capital Funding shall not (and,  if it is a wholly-owned
subsidiary of U S  WEST, U S WEST  shall cause U S  WEST Communications not  to)
declare  or pay  any dividend  on, make  any distributions  with respect  to, or
redeem, purchase  or make  a liquidation  payment with  respect to,  any of  its
capital  stock, including, in the case of U S WEST, the Communications Stock and
the Media Stock, and (b) U S WEST and Capital Funding shall not make any payment
of interest, principal or premium, if any, on or repay, repurchase or redeem any
debt securities (including  guarantees) issued by  U S WEST  or Capital  Funding
which  rank pari passu with or junior to the Subordinated Debt Securities. Prior
to the termination  of any such  extension period, Capital  Funding may  further
extend the interest payment period, provided that such Extension Period together
with  all  such  previous  and  further extensions  thereof  may  not  exceed 20
consecutive quarters.  Upon the  termination  of any  Extension Period  and  the
payment  of all  amounts then  due, Capital Funding  may select  a new Extension
Period, subject to the above requirements. See "Description of the  Subordinated
Debt  Securities and the  Debt Guarantee --  Interest" and "--  Option to Extend
Interest  Payment  Period."   If  distributions  are   deferred,  the   deferred
distributions and accrued interest thereon shall be paid to holders of record of
the  Preferred Securities as  they appear on the  books and records  of U S WEST
Financing on the  record date next  following the termination  of such  deferral
period.

    Distributions  on the Preferred Securities must be paid on the dates payable
to the extent that  U S WEST  Financing has funds available  for the payment  of
such distributions in the Property Account. U S WEST Financing's funds available
for  distribution to the holders of the  Preferred Securities will be limited to
payments received under the Subordinated Debt Securities and the Debt Guarantee.
See "Description of the  Subordinated Debt Securities  and the Debt  Guarantee."
The  payment  of distributions  out  of moneys  held by  U  S WEST  Financing is
guaranteed by  U S  WEST  to the  extent set  forth  under "Description  of  the
Preferred Securities Guarantees" in the accompanying Prospectus.

    Distributions  on the  Preferred Securities will  be payable  to the holders
thereof as they appear  on the books and  records of U S  WEST Financing on  the
relevant  record dates,  which, as  long as  the Preferred  Securities remain in
book-entry only form, will be one Business Day (as defined herein) prior to  the
relevant  payment dates.  Such distributions will  be paid  through the Property
Trustee, who will  hold amounts  received in  respect of  the Subordinated  Debt
Securities and the Debt Guarantee in the Property Account for the benefit of the
holders  of the Trust Securities. Subject to any applicable laws and regulations
and the  provisions  of the  Declaration,  each such  payment  will be  made  as
described  under "-- Book-Entry  Only Issuance --  The Depository Trust Company"
below. In the  event the Preferred  Securities shall not  continue to remain  in
book-entry  only  form, the  Regular  Trustees shall  have  the right  to select
relevant record dates which  shall be more  than one Business  Day prior to  the
relevant payment dates. In the event that any date on which distributions are to
be  made on the Preferred Securities is not  a Business Day, then payment of the
distributions payable on such date will be made on the next succeeding day which
is a Business Day (and without any  interest or other payment in respect of  any
such delay) except that, if such Business Day is in the next succeeding calendar
year,  such payment shall be made on  the immediately preceding Business Day, in
each case with the same  force and effect as if  made on such date. A  "Business
Day"  shall mean any day  other than a day on  which banking institutions in the
City of New York are authorized or required by law to close.

                                      S-12

MANDATORY REDEMPTION

    The Subordinated Debt Securities will  mature on September 30, 2025,  unless
the  maturity date is extended, and may be redeemed, in whole or in part, at any
time on or after September 11, 2000 or at any time in certain circumstances upon
the occurrence  of a  Tax Event.  Upon the  repayment of  the Subordinated  Debt
Securities,  whether  at maturity  or upon  redemption,  the proceeds  from such
repayment or payment shall simultaneously be applied to redeem Trust  Securities
having  an aggregate liquidation amount equal  to the aggregate principal amount
of the Subordinated  Debt Securities  so repaid  or redeemed  at the  Redemption
Price; provided that holders of Trust Securities shall be given not less than 30
nor  more  than 60  days  notice of  such  redemption. See  "Description  of the
Subordinated Debt Securities and  the Debt Guarantee." In  the event that  fewer
than  all  of  the outstanding  Preferred  Securities  are to  be  redeemed, the
Preferred Securities will be redeemed PRO RATA as described under "-- Book-Entry
Only Issuance -- The Depository Trust Company" below.

SPECIAL EVENT REDEMPTION OR DISTRIBUTION

    "Tax Event" means that the Regular  Trustees shall have received an  opinion
of  a nationally recognized independent tax  counsel experienced in such matters
(a "Dissolution  Tax Opinion")  to  the effect  that, as  a  result of  (a)  any
amendment  to, or  change (including any  announced prospective  change) in, the
laws (or  any regulations  thereunder) of  the United  States or  any  political
subdivision  or taxing authority thereof or therein  or (b) any amendment to, or
change in, an interpretation or application  of such laws or regulations,  there
is  more than an insubstantial risk that (i) U S WEST Financing would be subject
to United States federal income tax  with respect to income accrued or  received
on the Subordinated Debt Securities, (ii) interest payable to U S WEST Financing
on  the Subordinated Debt Securities would  not be deductible by Capital Funding
for United States federal income tax purposes or (iii) U S WEST Financing  would
be  subject to  more than a  DE MINIMIS amount  of other taxes,  duties or other
governmental charges, which change  or amendment becomes  effective on or  after
the date of this Prospectus Supplement.

    "Investment  Company  Event"  means  that the  Regular  Trustees  shall have
received an opinion of a nationally recognized independent counsel to the effect
that, as a  result of  the occurrence  of a  change in  law or  regulation or  a
written  change in  interpretation or  application of  law or  regulation by any
legislative body, court, governmental agency or regulatory authority (a  "Change
in  1940 Act  Law"), there  is more  than an  insubstantial risk  that U  S WEST
Financing is or will be considered an "investment company" which is required  to
be  registered under the Investment  Company Act of 1940,  as amended (the "1940
Act"), which Change in 1940  Act Law becomes effective on  or after the date  of
this Prospectus Supplement.

    If,  at  any time,  a Tax  Event or  an Investment  Company Event  (each, as
defined above,  a "Special  Event") shall  occur  and be  continuing, U  S  WEST
Financing  shall, except in the circumstances described below, be dissolved with
the result that Subordinated Debt Securities with an aggregate principal  amount
equal  to  the aggregate  stated liquidation  amount of,  with an  interest rate
identical to the distribution rate of, and accrued and unpaid interest equal  to
accrued  and unpaid distributions on, the  Trust Securities would be distributed
to the holders  of the Trust  Securities, together with  the Debt Guarantee,  in
liquidation  of such  holders' interests  in U  S WEST  Financing on  a pro rata
basis, within 90 days following the occurrence of such Special Event;  provided,
however,  that in the case of  the occurrence of a Tax  Event, as a condition of
such dissolution and distribution, the  Regular Trustees shall have received  an
opinion  of nationally  recognized independent  tax counsel  experienced in such
matters (a  "No  Recognition Opinion"),  which  opinion may  rely  on  published
revenue  rulings of the Internal Revenue Service, to the effect that the holders
of the Trust Securities will  not recognize any gain  or loss for United  States
federal  income tax purposes as a result of such dissolution and distribution of
Subordinated Debt Securities; and, provided, further, that, if at the time there
is available to U S WEST Financing the opportunity to eliminate, within such  90
day  period, the Special Event by taking some ministerial action, such as filing
a form or making an election, or pursuing some other similar reasonable measure,
which has no adverse effect on U S WEST Financing, Capital Funding, U S WEST  or
the holders of the Trust Securities, U S WEST Financing will pursue such measure
in  lieu of dissolution. Furthermore, if in the  case of the occurrence of a Tax
Event, (i) Capital Funding has received an opinion (a "Redemption Tax  Opinion")
of  nationally recognized  independent tax  counsel experienced  in such matters
that, as a result of a Tax Event, there is more than an insubstantial risk  that
Capital Funding

                                      S-13

would  be  precluded  from  deducting  the  interest  on  the  Subordinated Debt
Securities for  United  States  federal  income  tax  purposes  even  after  the
Subordinated Debt Securities were distributed to the holders of Trust Securities
in  liquidation of such  holders' interests in  U S WEST  Financing as described
above or (ii) the Regular Trustees shall have been informed by such tax  counsel
that a No Recognition Opinion cannot be delivered to U S WEST Financing, Capital
Funding  shall have  the right,  upon not  less than  30 nor  more than  60 days
notice, to redeem the Subordinated Debt Securities in whole or in part for  cash
within  90 days following the occurrence of  such Tax Event, and, following such
redemption, Trust Securities with an  aggregate liquidation amount equal to  the
aggregate principal amount of the Subordinated Debt Securities so redeemed shall
be  redeemed by U S WEST Financing at  the Redemption Price on a pro rata basis;
provided, however, that, if at the time there is available to Capital Funding or
U S WEST Financing the opportunity to eliminate, within such 90 day period,  the
Tax  Event by taking some ministerial action, such as filing a form or making an
election, or pursuing some other similar reasonable measure which has no adverse
effect on U S WEST  Financing, Capital Funding, U S  WEST or the holders of  the
Trust Securities, Capital Funding or U S WEST Financing will pursue such measure
in lieu of redemption.

    If  Subordinated  Debt Securities,  together  with the  Debt  Guarantee, are
distributed to the holders of the Preferred Securities, Capital Funding will use
its best efforts to have the Subordinated Debt Securities listed on the New York
Stock Exchange or on  such other exchange as  the Preferred Securities are  then
listed.

    After  the  date  for  any  distribution  of  Subordinated  Debt Securities,
together with the Debt  Guarantee, upon dissolution of  U S WEST Financing,  (i)
the  Preferred Securities will no  longer be deemed to  be outstanding, (ii) the
depositary or its  nominee, as the  record holder of  the Preferred  Securities,
will  receive a registered  global certificate or  certificates representing the
Subordinated Debt Securities and  the Debt Guarantee to  be delivered upon  such
distribution  and (iii)  any certificates representing  Preferred Securities not
held by the depositary or its  nominee will be deemed to represent  Subordinated
Debt  Securities having  an aggregate  principal amount  equal to  the aggregate
stated  liquidation  amount  of,  with   an  interest  rate  identical  to   the
distribution  rate  of, and  accrued and  unpaid interest  equal to  accrued and
unpaid distribution on, such Preferred  Securities, until such certificates  are
presented to Capital Funding or its agent for transfer or reissuance.

    There  can  be  no assurance  as  to  the market  prices  for  the Preferred
Securities or  the  Subordinated Debt  Securities  that may  be  distributed  in
exchange  for the Preferred Securities  if a dissolution and  liquidation of U S
WEST Financing  were to  occur. Accordingly,  the Preferred  Securities that  an
investor may purchase, or the Subordinated Debt Securities that the investor may
receive  on dissolution and  liquidation of U  S WEST Financing,  may trade at a
discount to  the  price  that  the  investor  paid  to  purchase  the  Preferred
Securities offered hereby.

REDEMPTION PROCEDURES

    U  S  WEST  Financing may  not  redeem  fewer than  all  of  the outstanding
Preferred Securities unless all accrued and unpaid distributions have been  paid
on  all Preferred Securities for  all quarterly distribution periods terminating
on or prior to the date of redemption.

    If U S WEST Financing gives a  notice of redemption in respect of  Preferred
Securities  (which notice  will be irrevocable),  then, by 12:00  noon, New York
City time, on the redemption date, provided that Capital Funding has paid to the
Property Trustee a  sufficient amount  of cash  in connection  with the  related
redemption  or maturity of the Subordinated  Debt Securities, U S WEST Financing
will irrevocably  deposit  with  the  depositary funds  sufficient  to  pay  the
applicable   Redemption  Price   and  will   give  the   Depositary  irrevocable
instructions and authority  to pay the  Redemption Price to  the holders of  the
Preferred  Securities. See "-- Book-Entry Only  Issuance -- The Depository Trust
Company." If notice of redemption shall  have been given and funds deposited  as
required,  then immediately prior to  the close of business  on the date of such
deposit, distributions will cease  to accrue and all  rights of holders of  such
Preferred  Securities so called  for redemption will cease,  except the right of
the holders of such  Preferred Securities to receive  the Redemption Price,  but
without  interest on such Redemption Price. In the event that any date fixed for
redemption of Preferred Securities  is not a Business  Day, then payment of  the
Redemption  Price payable on such  date will be made  on the next succeeding day
which   is   a   Business   Day    (and   without   any   interest   or    other

                                      S-14

payment  in respect of any such delay),  except that, if such Business Day falls
in the  next  calendar  year, such  payment  will  be made  on  the  immediately
preceding  Business Day. In  the event that  payment of the  Redemption Price in
respect of Preferred Securities is improperly  withheld or refused and not  paid
either by U S WEST Financing or by U S WEST pursuant to the Preferred Securities
Guarantee,  distributions on such Preferred  Securities will continue to accrue,
from the original redemption date to the  actual date of payment, in which  case
the  actual payment date  will be considered  the date fixed  for redemption for
purposes of calculating the Redemption Price.

    In the event that fewer than all of the outstanding Preferred Securities are
to be redeemed, the Preferred Securities will be redeemed pro rata as  described
under "-- Book-Entry Only Issuance -- The Depository Trust Company" below.

    Subject   to  the  foregoing  and  to  applicable  law  (including,  without
limitation, United States federal securities laws),  U S WEST or its  affiliates
may,  at  any  time  and  from  time  to  time,  purchase  outstanding Preferred
Securities by tender, in the open market or by private agreement.

LIQUIDATION DISTRIBUTION UPON DISSOLUTION

    In the  event  of any  voluntary  or involuntary  liquidation,  dissolution,
winding-up  or termination of U  S WEST Financing, the  holders of the Preferred
Securities at that time  will be entitled to  receive out of the  assets of U  S
WEST Financing, after satisfaction of liabilities to creditors, distributions in
an  amount equal to  the aggregate of  the stated liquidation  amount of $25 per
Preferred Security plus accrued and unpaid distributions thereon to the date  of
payment  (the  "Liquidation  Distribution"),  unless,  in  connection  with such
liquidation,  dissolution,   winding-up   or  termination,   Subordinated   Debt
Securities  in  an  aggregate principal  amount  equal to  the  aggregate stated
liquidation amount of, with an interest rate identical to the distribution  rate
of,  and accrued and  unpaid interest equal to  accrued and unpaid distributions
on, the Preferred Securities have  been distributed on a  pro rata basis to  the
holders of Preferred Securities.

    If, upon any such dissolution, the Liquidation Distribution can be paid only
in  part because U S WEST Financing  has insufficient assets available to pay in
full the aggregate Liquidation Distribution,  then the amounts payable  directly
by  U S WEST Financing on  the Preferred Securities shall be  paid on a pro rata
basis. The  holders  of  the  Common Securities  will  be  entitled  to  receive
distributions  upon  any  such dissolution  pro  rata  with the  holders  of the
Preferred Securities, except that if a Declaration Event of Default has occurred
and is continuing,  the Preferred Securities  shall have a  preference over  the
Common Securities.

    Pursuant  to  the Declaration,  U S  WEST Financing  shall terminate  (i) on
September 30, 2050, the expiration of the term of U S WEST Financing, (ii)  upon
the  bankruptcy  of  U S  WEST,  Capital Funding  or  the holder  of  the Common
Securities, (iii)  upon  the filing  of  a  certificate of  dissolution  or  its
equivalent  with respect  to the holder  of the  Common Securities, U  S WEST or
Capital Funding, the filing of a certificate of cancellation with respect to U S
WEST Financing, or the  revocation of the  charter of the  holder of the  Common
Securities,  U S WEST or Capital Funding and the expiration of 90 days after the
date of revocation without a  reinstatement thereof, (iv) upon the  distribution
of the Subordinated Debt Securities, together with the Debt Guarantee, following
the  occurrence of a Special Event, (v) upon  the redemption of all of the Trust
Securities or (vi) upon the entry of  a decree of a judicial dissolution of  the
holder  of  the  Common  Securities, U  S  WEST,  Capital Funding  or  U  S WEST
Financing.

DECLARATION EVENTS OF DEFAULT

    An event of default  under the Indenture (an  "Indenture Event of  Default")
constitutes  an event of default under the Declaration with respect to the Trust
Securities (a "Declaration  Event of  Default"), provided that  pursuant to  the
Declaration,  the holder of the Common Securities  will be deemed to have waived
any Declaration Event of Default with respect to the Common Securities until all
Declaration Events of Default with respect to the Preferred Securities have been
cured, waived or otherwise eliminated. Until such Declaration Events of  Default
with respect to the Preferred Securities have been so cured, waived or otherwise
eliminated, the Property Trustee will be deemed to be acting solely on behalf of
the  holders of the Preferred  Securities and only the  holders of the Preferred
Securities will have the  right to direct the  Property Trustee with respect  to
certain matters under the Declaration, and therefore the Indenture.

                                      S-15

    Upon the occurrence of a Declaration Event of Default, the Property Trustee,
as  the sole  holder of  the Subordinated Debt  Securities, will  have the right
under the Indenture to declare the principal of and interest on the Subordinated
Debt Securities to be immediately due and payable.

VOTING RIGHTS

    Except as provided below, under the  Trust Act, the Trust Indenture Act  and
under  "Description  of the  Preferred Securities  Guarantees --  Amendments and
Assignment" in the accompanying Prospectus and as otherwise required by law  and
the  Declaration, the  holders of the  Preferred Securities will  have no voting
rights.

    If (i)  U  S WEST  Financing  fails to  pay  distributions in  full  on  the
Preferred  Securities for 6 consecutive quarterly distribution periods or (ii) a
Declaration Event of  Default occurs  and is continuing  (each, an  "Appointment
Event"), then the holders of the Preferred Securities, acting as a single class,
will  be entitled  by the  majority vote  of such  holders to  appoint a Special
Regular Trustee. For  purposes of  determining whether  U S  WEST Financing  has
failed  to pay  distributions in full  for 6  consecutive quarterly distribution
periods, distributions shall be deemed to remain in arrears, notwithstanding any
payments in respect thereof,  until full cumulative  distributions have been  or
contemporaneously  are paid with  respect to all  quarterly distribution periods
terminating on or prior to the date of payment of such cumulative distributions.
Any holder  of  Preferred  Securities  (other  than U  S  WEST  or  any  of  its
affiliates)  shall be entitled to nominate any person to be appointed as Special
Regular Trustee. Not later than  30 days after such  right to appoint a  Special
Regular  Trustee arises,  the Regular  Trustees shall  convene a  meeting of the
holders of Preferred Securities for the purpose of appointing a Special  Regular
Trustee. If the Regular Trustees fail to convene such meeting within such 30-day
period,  the holders of  not less than  10% of the  aggregate stated liquidation
amount of the outstanding Preferred Securities will be entitled to convene  such
meeting. The provisions of the Declaration relating to the convening and conduct
of  the meetings of the holders will apply with respect to any such meeting. Any
Special Regular Trustee so appointed shall cease to be a Special Regular Trustee
if the  Appointment Event  pursuant to  which the  Special Regular  Trustee  was
appointed   and   all  other   Appointment  Events   cease  to   be  continuing.
Notwithstanding the appointment of any Special Regular Trustee, Capital  Funding
shall  retain  all rights  under  the Indenture,  including  the right  to defer
payments of interest by extending the interest payment period as provided  under
"Description  of  the Subordinated  Debt Securities  and  the Debt  Guarantee --
Option to Extend Interest  Payment Period." If such  an extension occurs,  there
will  be no Indenture  Event of Default,  and therefore no  Declaration Event of
Default, for failure to make any scheduled interest payment during the Extension
Period on the date originally scheduled.

    The holders of a majority in  aggregate liquidation amount of the  Preferred
Securities have the right to direct the time, method and place of conducting any
proceeding  for any remedy available  to the Property Trustee,  or to direct the
exercise of any  trust or power  conferred upon the  Property Trustee under  the
Declaration,  including the right to direct  the Property Trustee, as the holder
of the Subordinated  Debt Securities and  Debt Guarantees, to  (i) exercise  the
remedies  available under  the Indenture with  respect to  the Subordinated Debt
Securities and Debt Guarantee,  (ii) waive any past  Indenture Event of  Default
which  is waivable under Section 6.06 of the Base Indenture (as defined herein),
or (iii) exercise any right to rescind or annul a declaration that the principal
of all the Subordinated Debt Securities shall be due and payable, provided  that
where  a consent under  the Indenture would  require the consent  of more than a
majority of the holders (a "Super-Majority") affected thereby, only the  holders
of  at  least such  Super-Majority of  the Preferred  Securities may  direct the
Property Trustee to give such consent. If the Property Trustee fails to  enforce
its  rights  under the  Subordinated Debt  Securities or  the Debt  Guarantee, a
holder of Preferred Securities may institute a legal proceeding directly against
Capital Funding or U S WEST to  enforce the Property Trustee's rights under  the
Subordinated  Debt Securities or the Debt Guarantee, as the case may be, without
first instituting any legal proceeding against the Property Trustee or any other
person or entity, including, in the case of the Debt Guarantee, against  Capital
Funding.  The  Property  Trustee  shall  notify  all  holders  of  the Preferred
Securities of any notice of default received from the Debt Trustee with  respect
to the Subordinated Debt Securities. Such notice shall state that such Indenture
Event  of Default also constitutes a Declaration Event of Default. Except in the
case of directing the time,  method and place of  conducting a proceeding for  a
remedy, the Property Trustee shall not take any action described in clauses (i),
(ii) or (iii)

                                      S-16

above  unless the Property Trustee has obtained an opinion of tax counsel to the
effect that,  as a  result  of such  action,  U S  WEST  Financing will  not  be
classified  as a corporation  or a partnership for  United States federal income
tax purposes and that,  following such action, each  holder of Trust  Securities
will  be treated as owning an  undivided beneficial interest in the Subordinated
Debt Securities.

    In the event  the consent  of the  Property Trustee,  as the  holder of  the
Subordinated  Debt  Securities and  the Debt  Guarantee,  is required  under the
Indenture with  respect to  any amendment,  modification or  termination of  the
Indenture,  the Property Trustee  shall request the direction  of the holders of
the Trust Securities with respect to such amendment, modification or termination
and shall vote with  respect to such amendment,  modification or termination  as
directed  by a  majority in liquidation  amount of the  Trust Securities, voting
together as a single  class, provided that where  a consent under the  Indenture
would  require the  consent of a  Super-Majority, the Property  Trustee may only
give such consent at the direction of the holders of at least the proportion  in
liquidation  amount of  the Trust  Securities which  the relevant Super-Majority
represents of the aggregate principal amount of the Subordinated Debt Securities
outstanding. The Property Trustee shall not  take any such action in  accordance
with  the directions of the holders of  the Trust Securities unless the Property
Trustee has obtained an opinion of tax  counsel to the effect that, as a  result
of  such action, U S WEST Financing will not be classified as a corporation or a
partnership for United States  federal income tax  purposes and that,  following
such  action,  each holder  of Trust  Securities  will be  treated as  owning an
undivided beneficial interest in the Subordinated Debt Securities.

    A waiver of an Indenture  Event of Default will  constitute a waiver of  the
corresponding Declaration Event of Default.

    Any required approval or direction of holders of Preferred Securities may be
given at a separate meeting of holders of Preferred Securities convened for such
purpose,  at a meeting of all of the  holders of Trust Securities or pursuant to
written consent. The  Regular Trustees  will cause a  notice of  any meeting  at
which  holders of Preferred  Securities are entitled  to vote, or  of any matter
upon which action  by written  consent of  such holders is  to be  taken, to  be
mailed  to each holder of record of  Preferred Securities. Each such notice will
include a statement setting forth  (i) the date of such  meeting or the date  by
which  such action is to be taken, (ii) a description of any resolution proposed
for adoption at such meeting  on which such holders are  entitled to vote or  of
such  matter upon which written consent is sought and (iii) instructions for the
delivery of proxies or consents. No vote or consent of the holders of  Preferred
Securities  will  be  required for  U  S  WEST Financing  to  redeem  and cancel
Preferred Securities or  distribute Subordinated Debt  Securities in  accordance
with the Declaration.

    Notwithstanding that holders of Preferred Securities are entitled to vote or
consent  under any  of the circumstances  described above, any  of the Preferred
Securities at such time  that are owned by  U S WEST or  any entity directly  or
indirectly  controlling or  controlled by,  or under  direct or  indirect common
control with, U S WEST shall not be  entitled to vote or consent and shall,  for
purposes of such vote or consent, be treated as if they were not outstanding.

    The  procedures by which holders of  Preferred Securities may exercise their
voting rights  are described  below. See  "-- Book-Entry  Only Issuance  --  The
Depository Trust Company."

    Except  in the limited circumstances described  above in connection with the
appointment of a Special  Regular Trustee, holders  of the Preferred  Securities
will  have no  rights to appoint  or remove  the U S  WEST Trustees,  who may be
appointed, removed or replaced  solely by U  S WEST, as  the direct or  indirect
holder of all the Common Securities.

MODIFICATION OF THE DECLARATION

    The  Declaration may be  amended or modified  if approved and  executed by a
majority of  the  Regular Trustees,  provided  that if  any  proposed  amendment
provides  for,  or the  Regular Trustees  otherwise propose  to effect,  (i) any
action that would adversely affect the powers, preferences or special rights  of
the  Preferred Securities,  whether by  way of  amendment to  the Declaration or
otherwise or  (ii)  the dissolution,  winding-up  or  termination of  U  S  WEST
Financing  other than pursuant to the terms of the Declaration, then the holders
of the Trust  Securities as  a single  class will be  entitled to  vote on  such
amendment or proposal and such

                                      S-17

amendment  or proposal  shall not  be effective except  with the  approval of at
least 66 2/3% in  liquidation amount of the  Trust Securities affected  thereby,
provided  that the right of holders of Preferred Securities to appoint a Special
Regular Trustee shall  not be  modified without the  consent of  each holder  of
Preferred  Securities, and provided, further, that  if any amendment or proposal
referred to  in clause  (i)  above would  adversely  affect only  the  Preferred
Securities  or  the Common  Securities,  then only  the  affected class  will be
entitled to vote on  such amendment or proposal  and such amendment or  proposal
shall not be effective except with the approval of 66 2/3% in liquidation amount
of such class of Trust Securities.

    Notwithstanding  the foregoing, no amendment or  modification may be made to
the Declaration  if such  amendment or  modification would  (i) cause  U S  WEST
Financing  to  be characterized  for purposes  of  United States  federal income
taxation as an association taxable as a corporation or partnership or cause each
holder of Trust Securities not to  be treated as owning an undivided  beneficial
interest in the Subordinated Debt Securities, (ii) reduce or otherwise adversely
affect  the powers of the Property Trustee or  (iii) cause U S WEST Financing to
be deemed to be an "investment company" which is required to be registered under
the 1940 Act.

MERGERS, CONSOLIDATIONS OR AMALGAMATIONS

    U S WEST Financing may not  consolidate, amalgamate, merge with or into,  or
be  replaced  by,  or  convey,  transfer  or  lease  its  properties  and assets
substantially as  an  entirety to  any  corporation  or other  body,  except  as
described  below. U S WEST Financing may, with  the consent of a majority of the
Regular Trustees and without the consent of the holders of the Trust Securities,
consolidate, amalgamate, merge with or into, or be replaced by a trust organized
as such under the laws  of any State; provided,  that (i) such successor  entity
either  (x) expressly assumes all of the obligations of U S WEST Financing under
the Trust  Securities or  (y)  substitutes for  the Preferred  Securities  other
securities  having substantially  the same  terms as  the Trust  Securities (the
"Successor Securities") so long as the Successor Securities rank the same as the
Trust  Securities  rank  with  respect   to  distributions  and  payments   upon
liquidation,   redemption   and  otherwise,   (ii)  Capital   Funding  expressly
acknowledges a trustee of such successor  entity possessing the same powers  and
duties as the Property Trustee as the holder of the Subordinated Debt Securities
and U S WEST expressly acknowledges such trustee of such successor entity as the
holder  of the Debt  Guarantee, (iii) the Preferred  Securities or any Successor
Securities  are  listed,  or  any  Successor  Securities  will  be  listed  upon
notification   of  issuance,  on  any  national  securities  exchange  or  other
organization on  which  the Preferred  Securities  are then  listed,  (iv)  such
merger,  consolidation, amalgamation or replacement does not cause the Preferred
Securities  (including  any  Successor  Securities)  to  be  downgraded  by  any
nationally   recognized  statistical  rating   organization,  (v)  such  merger,
consolidation, amalgamation or replacement does not adversely affect the rights,
preferences and privileges of the holders of the Trust Securities (including any
Successor Securities) in any  material respect (other than  with respect to  any
dilution of the holders' interest in the new entity), (vi) such successor entity
has  a purpose  identical to  that of U  S WEST  Financing, (vii)  prior to such
merger, consolidation, amalgamation  or replacement,  U S WEST  has received  an
opinion  of a  nationally recognized independent  counsel to U  S WEST Financing
experienced in such matters to the  effect that (A) such merger,  consolidation,
amalgamation  or replacement does  not adversely affect  the rights, preferences
and privileges of the holders of  the Trust Securities (including any  Successor
Securities)  in any material respect (other than with respect to any dilution of
the holders'  interest  in the  new  entity),  and (B)  following  such  merger,
consolidation,  amalgamation or replacement, neither U S WEST Financing nor such
successor entity will be required to register as an investment company under the
1940 Act and (viii) U S WEST guarantees the obligations of such successor entity
under the Successor Securities at least to the extent provided by the  Preferred
Securities Guarantee and the guarantee of the Common Securities. Notwithstanding
the  foregoing, U S WEST Financing shall not, except with the consent of holders
of 100% in liquidation amount of the Trust Securities, consolidate,  amalgamate,
merge  with or  into, or  be replaced by  any other  entity or  permit any other
entity to consolidate,  amalgamate, merge with  or into, or  replace it if  such
consolidation,  amalgamation,  merger  or  replacement  would  cause  U  S  WEST
Financing or  the  successor entity  to  be classified  as  a corporation  or  a
partnership  for United States federal income tax purposes or, if as a result of
such action, each holder of Trust Securities  would not be treated as owning  an
undivided beneficial interest in the Subordinated Debt Securities.

                                      S-18

BOOK-ENTRY ONLY ISSUANCE -- THE DEPOSITORY TRUST COMPANY

    The  Depository Trust Company ("DTC") will  act as securities depositary for
the Preferred Securities. The Preferred Securities will be issued only as  fully
registered  securities registered in the name of Cede & Co. (DTC's nominee). One
or more  fully  registered  global Preferred  Securities  certificates  will  be
issued,  representing in the aggregate the total number of Preferred Securities,
and will be deposited with DTC.

    The laws of some jurisdictions require that certain purchasers of securities
take physical delivery of  securities in definitive form.  Such laws may  impair
the ability to transfer beneficial interests in a global Preferred Security.

    DTC  is a limited-purpose trust company organized under the New York Banking
Law, a "banking organization" within the meaning of the New York Banking Law,  a
member  of  the  Federal Reserve  System,  a "clearing  corporation"  within the
meaning of  the  New York  Uniform  Commercial  Code, and  a  "clearing  agency"
registered  pursuant to the provisions of Section 17A of the Securities Exchange
Act  of  1934,  as   amended.  DTC  holds   securities  that  its   participants
("Participants")  deposit with  DTC. DTC  also facilitates  the settlement among
Participants of  securities  transactions, such  as  transfers and  pledges,  in
deposited  securities  through  electronic  computerized  book-entry  changes in
Participants' accounts, thereby  eliminating the need  for physical movement  of
securities  certificates.  Direct  Participants include  securities  brokers and
dealers,  banks,  trust  companies,  clearing  corporations  and  certain  other
organizations  ("Direct Participants"). DTC  is owned by a  number of its Direct
Participants and by the  New York Stock Exchange,  the American Stock  Exchange,
Inc., and the National Association of Securities Dealers, Inc. Access to the DTC
system is also available to others such as securities brokers and dealers, banks
and trust companies that clear through or maintain a custodial relationship with
a  Direct Participant, either directly  or indirectly ("Indirect Participants").
The rules applicable to DTC and its Participants are on file with the Securities
and Exchange Commission.

    Purchases of Preferred Securities within the  DTC system must be made by  or
through  Direct  Participants, which  will receive  a  credit for  the Preferred
Securities on DTC's records. The ownership interest of each actual purchaser  of
each  Preferred Securities ("Beneficial Owner") is in turn to be recorded on the
Direct and Indirect  Participants' records. Beneficial  Owners will not  receive
written  confirmation from  DTC of  their purchases,  but Beneficial  Owners are
expected to receive written confirmations providing details of the transactions,
as well as periodic  statements of their holdings,  from the Direct or  Indirect
Participants through which the Beneficial Owners purchased Preferred Securities.
Transfers  of  ownership  interests  in  the  Preferred  Securities  are  to  be
accomplished by entries made  on the books of  Participants acting on behalf  of
Beneficial  Owners. Beneficial Owners will not receive certificates representing
their ownership interests in Preferred Securities, except in the event that  use
of the book-entry system for the Preferred Securities is discontinued.

    To  facilitate subsequent transfers, all  the Preferred Securities deposited
by Participants with DTC are registered in the name of DTC's nominee, Cede & Co.
The deposit of Preferred Securities with DTC and their registration in the  name
of  Cede & Co. effect no change in beneficial ownership. DTC has no knowledge of
the actual Beneficial Owners of the Preferred Securities. DTC's records  reflect
only  the identity of  the Direct Participants to  whose accounts such Preferred
Securities are credited,  which may  or may not  be the  Beneficial Owners.  The
Participants  will remain responsible  for keeping account  of their holdings on
behalf of their customers.

    Conveyance  of  notices   and  other   communications  by   DTC  to   Direct
Participants,  by Direct  Participants to  Indirect Participants,  and by Direct
Participants and Indirect Participants to Beneficial Owners will be governed  by
arrangements  among them, subject to any statutory or regulatory requirements as
may be in effect from time to time.

    Redemption notices shall  be sent  to Cede  & Co. If  less than  all of  the
Preferred  Securities are being redeemed, DTC will reduce pro rata the amount of
the interest  of each  Direct  Participant in  the  Preferred Securities  to  be
redeemed in accordance with its procedures.

                                      S-19

    Although  voting with  respect to  the Preferred  Securities is  limited, in
those cases where a  vote is required,  neither DTC nor Cede  & Co. will  itself
consent   or  vote  with  respect  to  Preferred  Securities.  Under  its  usual
procedures, DTC would mail  an Omnibus Proxy  to U S WEST  Financing as soon  as
possible  after  the  record  date.  The  Omnibus  Proxy  assigns  Cede  & Co.'s
consenting or voting rights to those  Direct Participants to whose accounts  the
Preferred  Securities are credited  on the record date  (identified in a listing
attached to the Omnibus Proxy).

    Distribution payments on the Preferred Securities will be made to DTC. DTC's
practice is to credit Direct Participants' accounts on the relevant payment date
in accordance with their respective holdings  shown on DTC's records unless  DTC
has  reason to believe that  it will not receive  payments on such payment date.
Payments by  participants to  Beneficial  Owners will  be governed  by  standing
instructions  and customary practices,  as in the case  with securities held for
the account of customers in bearer form or registered in "street name," and will
be the responsibility of such  Participant and not of  DTC, U S WEST  Financing,
Capital Funding or U S WEST, subject to any statutory or regulatory requirements
as  may be in effect from  time to time. Payment of  distributions to DTC is the
responsibility of U S  WEST Financing, disbursement of  such payments to  Direct
Participants  is the responsibility of DTC, and disbursement of such payments to
the Beneficial Owners is the responsibility of Direct and Indirect Participants.

    Except as provided herein, a Beneficial Owner in a global Preferred Security
will not  be entitled  to  receive physical  delivery of  Preferred  Securities.
Accordingly,  each  Beneficial  Owner must  rely  on  the procedures  of  DTC to
exercise any rights under the Preferred Securities.

    DTC may discontinue  providing its  services as  securities depositary  with
respect to the Preferred Securities at any time by giving reasonable notice to U
S  WEST  Financing. Under  such  circumstances, in  the  event that  a successor
securities depository  is not  obtained, Preferred  Securities certificates  are
required  to be printed and delivered.  Additionally, the Regular Trustees (with
the consent  of U  S  WEST) may  decide  to discontinue  use  of the  system  of
book-entry transfers through DTC (or a successor depositary) with respect to the
Preferred  Securities. In that event,  certificates for the Preferred Securities
will be printed and delivered.

    The information in this section  concerning DTC and DTC's book-entry  system
has  been obtained from sources that U S  WEST and U S WEST Financing believe to
be reliable, but U S WEST and U S WEST Financing take no responsibility for  the
accuracy thereof.

INFORMATION CONCERNING THE PROPERTY TRUSTEE

    The  Property Trustee, prior to the occurrence  of a default with respect to
the Trust Securities, undertakes to perform only such duties as are specifically
set forth in the Declaration and, after default, shall exercise the same  degree
of  care as a prudent individual would exercise in the conduct of his or her own
affairs. Subject to such provisions, the Property Trustee is under no obligation
to exercise any of the powers vested in it by the Declaration at the request  of
any  holder of Preferred Securities, unless offered reasonable indemnity by such
holder against  the costs,  expenses  and liabilities  which might  be  incurred
thereby.  The holders of Preferred Securities will not be required to offer such
indemnity in the event such holders,  by exercising their voting rights,  direct
the  Property  Trustee  to take  any  action  following a  Declaration  Event of
Default.

    U S  WEST and  certain of  its  affiliates maintain  a deposit  account  and
banking  relationship with the Property Trustee.  The Property Trustee serves as
trustee under  the Preferred  Securities Guarantee.  The Property  Trustee  also
serves  as  trustee  under other  indentures  pursuant to  which  unsecured debt
securities of affiliates of U S WEST are outstanding.

                                      S-20

REGISTRAR AND TRANSFER AGENT

    In  the event that the Preferred Securities do not remain in book-entry only
form, the following provisions would apply:

    The Property  Trustee  will  act  as  paying  agent  and  may  designate  an
additional or substitute paying agent at any time.

    Registration  of transfers of Preferred  Securities will be effected without
charge by or on behalf of U S WEST Financing, but upon payment (with the  giving
of  such indemnity as U S WEST Financing or  U S WEST may require) in respect of
any tax or other government charges which may be imposed in relation to it.

    U S  WEST  Financing  will not  be  required  to register  or  cause  to  be
registered  the transfer of Preferred Securities after such Preferred Securities
have been called for redemption.

GOVERNING LAW

    The Declaration  and  the Preferred  Securities  will be  governed  by,  and
construed in accordance with, the internal laws of the State of Delaware.

MISCELLANEOUS

    The  Regular  Trustees  are authorized  and  directed  to operate  U  S WEST
Financing in such a way so that (i) U S WEST Financing will not be deemed to  be
an  "investment  company"  required  to  be registered  under  the  1940  Act or
characterized for United States  federal income tax  purposes as an  association
taxable  as a  corporation or  as a  partnership and  (ii) each  holder of Trust
Securities will be  treated as owning  an undivided beneficial  interest in  the
Subordinated  Debt  Securities. Capital  Funding is  authorized and  directed to
conduct its affairs so that the Subordinated Debt Securities will be treated  as
indebtedness  of Capital Funding for United  States federal income tax purposes.
In this connection, the Regular Trustees  and Capital Funding are authorized  to
take  any action, not inconsistent with applicable law, the certificate of trust
of U S WEST  Financing, the Declaration or  the certificate of incorporation  of
Capital  Funding,  that  each  of  the  Regular  Trustees  and  Capital  Funding
determines in their discretion to be  necessary or desirable for such  purposes,
as long as such action does not adversely affect the interests of the holders of
the Preferred Securities.

     DESCRIPTION OF THE SUBORDINATED DEBT SECURITIES AND THE DEBT GUARANTEE

    Set  forth below is a description of  the specific terms of the Subordinated
Debt Securities in which U S WEST Financing will invest with the proceeds of the
issuance and  sale of  the Trust  Securities. This  description supplements  the
description  of  the  general  terms and  provisions  of  the  Subordinated Debt
Securities  set  forth  in  the   accompanying  Prospectus  under  the   caption
"Description  of the Subordinated Debt Securities  and the Debt Guarantees." The
following description does not purport to be complete and is subject to, and  is
qualified  in its entirety by reference  to, the description in the accompanying
Prospectus and the Indenture  (the "Base Indenture"), dated  as of September  6,
1995,  among  Capital Funding,  U S  WEST and  Norwest Bank  Minnesota, National
Association, as  Trustee  (the  "Debt  Trustee"), as  supplemented  by  a  First
Supplemental Indenture, dated as of September 6, 1995 (the Base Indenture, as so
supplemented, is hereinafter referred to as the "Indenture"), the forms of which
are  filed as an exhibit to the  Registration Statement of which this Prospectus
Supplement and  the accompanying  Prospectus form  a part.  Certain  capitalized
terms used herein are defined in the Indenture.

    Under  certain circumstances involving the dissolution of U S WEST Financing
following the occurrence of a Special Event, Subordinated Debt Securities may be
distributed to  the holders  of Trust  Securities  in liquidation  of U  S  WEST
Financing.  See  "Description  of  the  Preferred  Securities  --  Special Event
Redemption or Distribution."

    If the Subordinated Debt  Securities are distributed to  the holders of  the
Trust  Securities,  Capital  Funding  will  use its  best  efforts  to  have the
Subordinated Debt Securities listed  on the New York  Stock Exchange or on  such
other exchange as the Preferred Securities are then listed.

                                      S-21

GENERAL

    The  Subordinated Debt Securities will be issued as unsecured debt under the
Indenture. The  Subordinated  Debt  Securities  will  be  limited  in  aggregate
principal  amount of  $618,556,725 such  amount being  the sum  of the aggregate
stated  liquidation  amount  of  the   Preferred  Securities  and  the   capital
contributed  by Capital Funding in exchange for  the Common Securities (the "U S
WEST Payment").

    The  Subordinated  Debt  Securities  are  not  subject  to  a  sinking  fund
provision.  The entire principal amount of the Subordinated Debt Securities will
mature and become due and payable, together with any accrued and unpaid interest
thereon, including Additional Interest (as defined herein), if any, on September
30, 2025, subject  to the election  of Capital Funding  to extend the  scheduled
maturity  date of  the Subordinated  Debt Securities  to a  date not  later than
September 30, 2044,  provided that Capital  Funding satisfies certain  financial
covenants.  See  "--  Option to  Extend  Maturity Date."  The  Subordinated Debt
Securities will be fully and unconditionally guaranteed on a subordinated  basis
as  to principal, premium, if any, and interest by U S WEST. See "Description of
the Subordinated Debt Securities and the Debt Guarantees -- Debt Guarantees"  in
the accompanying Prospectus.

    If  Subordinated Debt Securities are distributed to holders of the Preferred
Securities in liquidation of such holders' interests in U S WEST Financing, such
Subordinated Debt Securities will initially be  issued as a Global Security  (as
defined  below).  As  described  herein,  under  certain  limited circumstances,
Subordinated Debt Securities may be issued in certificated form in exchange  for
a Global Security. See "-- Book-Entry and Settlement." In the event Subordinated
Debt  Securities  are  issued  in  certificated  form,  such  Subordinated  Debt
Securities will be in  denominations of $25 and  integral multiples thereof  and
may  be transferred  or exchanged  at the  offices described  below. Payments on
Subordinated Debt Securities  issued as a  Global Security will  be made to  the
depositary  for the Subordinated Debt Securities. In the event Subordinated Debt
Securities are  issued in  certificated  form, principal  and interest  will  be
payable,  the transfer of  the Subordinated Debt  Securities will be registrable
and Subordinated  Debt Securities  will be  exchangeable for  Subordinated  Debt
Securities  of other denominations  of a like aggregate  principal amount at the
corporate trust office of the Debt Trustee in New York, New York; provided, that
payment of interest may be made at the option of Capital Funding by check mailed
to the address of the persons entitled thereto.

SUBORDINATION

    The  Indenture   provides  that   the  Subordinated   Debt  Securities   are
subordinated  and  junior in  right  of payment  to  all Senior  Indebtedness of
Capital Funding and that the Debt Guarantee is subordinated and junior in  right
of  payment to all Senior  Indebtedness of U S WEST.  No payment of principal of
(including redemption and sinking fund  payments), premium, if any, or  interest
on, the Subordinated Debt Securities and no payment under the Debt Guarantee may
be  made if any Senior Indebtedness of Capital  Funding or U S WEST, as the case
may be, is not paid when due,  any applicable grace period with respect to  such
default  has ended and  such default has not  been cured or  waived or ceased to
exist, or if the maturity of any  Senior Indebtedness of Capital Funding or U  S
WEST,  as the case may  be, has been accelerated because  of a default. Upon any
distribution of assets  of Capital Funding  or U  S WEST to  creditors upon  any
dissolution,  winding-up,  liquidation or  reorganization, whether  voluntary or
involuntary or in bankruptcy, insolvency, receivership or other proceedings, all
principal of, premium, if any, and interest due or to become due on, all  Senior
Indebtedness of Capital Funding or U S WEST, as the case may be, must be paid in
full  before the holders  of Subordinated Debt Securities  or the Debt Guarantee
are entitled to receive or retain any payment. The rights of the holders of  the
Subordinated  Debt Securities and  the Debt Guarantee will  be subrogated to the
rights of the holders of Senior Indebtedness of Capital Funding or U S WEST,  as
the  case  may be,  to receive  payments or  distributions applicable  to Senior
Indebtedness until all amounts owing on the Subordinated Debt Securities or  the
Debt  Guarantee,  as  the  case may  be,  are  paid in  full.  In  addition, the
Subordinated Debt Securities  and the  Debt Guarantee  will rank  at least  pari
passu  with all other subordinated debt securities and debt guarantees initially
issued to  other U  S WEST  Trusts or  to other  trusts, partnerships  or  other
entities  affiliated with U S WEST in  connection with an issuance of securities
similar to the Preferred Securities.

                                      S-22

    The term "Senior Indebtedness" means, with respect to Capital Funding or U S
WEST, (i)  the  principal, premium,  if  any, and  interest  in respect  of  (a)
indebtedness  of such obligor for money  borrowed and (b) indebtedness evidenced
by securities, debentures,  bonds or  other similar instruments  issued by  such
obligor  including, without limitation, in the case of U S WEST, all obligations
under its Liquid Yield Option Notes due 2011; (ii) all capital lease obligations
of such obligor; (iii) all obligations of such obligor issued or assumed as  the
deferred  purchase price of  property, all conditional  sale obligations of such
obligor and all obligations of such obligor under any title retention  agreement
(but  excluding  trade  accounts  payable  arising  in  the  ordinary  course of
business); (iv) all  obligations of such  obligor for the  reimbursement on  any
letter  of credit,  banker's acceptance,  security purchase  facility or similar
credit transaction; (v) all obligations of  the type referred to in clauses  (i)
through  (iv) above of  other persons for  the payment of  which such obligor is
responsible  or  liable  as  obligor,  guarantor  or  otherwise;  and  (vi)  all
obligations  of the type referred  to in clauses (i)  through (v) above of other
persons secured by any lien on any property or asset of such obligor (whether or
not such  obligation  is assumed  by  such obligor),  except  for (1)  any  such
indebtedness  that  is by  its  terms subordinated  to  or PARI  PASSU  with the
Subordinated Debt Securities or the Debt Guarantee, as the case may be, and  (2)
any subordinated debt securities and debt guarantees initially issued to other U
S WEST Trusts or to other trusts, partnerships or other entities affiliated with
U  S WEST in connection with an  issuance of securities similar to the Preferred
Securities. Such Senior  Indebtedness shall continue  to be Senior  Indebtedness
and  be entitled to the benefits of the subordination provisions irrespective of
any amendment, modification or waiver of any term of such Senior Indebtedness.

    The Indenture does  not limit  the aggregate amount  of Senior  Indebtedness
which  may be issued  by Capital Funding or  U S WEST. As  of December 31, 1994,
Senior Indebtedness of  U S  WEST and Capital  Funding aggregated  approximately
$3.5 billion and $1.4 billion, respectively.

OPTIONAL REDEMPTION

    Capital  Funding  shall  have  the right  to  redeem  the  Subordinated Debt
Securities, in whole or in  part, from time to time,  on or after September  11,
2000, or at any time in certain circumstances upon the occurrence of a Tax Event
as  described under  "Description of the  Preferred Securities  -- Special Event
Redemption or  Distribution," upon  not less  than  30 nor  more than  60  days'
notice,  at  a redemption  price equal  to 100%  of the  principal amount  to be
redeemed plus any accrued and unpaid interest, including Additional Interest, if
any, to the redemption date. If a partial redemption of the Preferred Securities
resulting from a partial  redemption of the  Subordinated Debt Securities  would
result  in the delisting  of the Preferred Securities,  Capital Funding may only
redeem the Subordinated Debt Securities in whole.

INTEREST

    Each Subordinated Debt Security shall bear interest at the rate of 7.96% per
annum from the original date of issuance, payable quarterly in arrears on  March
31,  June 30,  September 30  and December  31 of  each year  (each, an "Interest
Payment Date"), commencing September 30, 1995, to the person in whose name  such
Subordinated  Debt Security is registered, subject to certain exceptions, at the
close of business on the Business Day next preceding such Interest Payment Date.
In the event the  Subordinated Debt Securities shall  not continue to remain  in
book-entry  only form,  Capital Funding  shall have  the right  to select record
dates which shall be more  than one Business Day  prior to the Interest  Payment
Date.

    The  amount of interest payable for any period will be computed on the basis
of a 360-day year of  twelve 30-day months. The  amount of interest payable  for
any period shorter than a full quarterly period will be computed on the basis of
the  actual number of days elapsed per 30-day  month. In the event that any date
on which  interest is  payable on  the  Subordinated Debt  Securities is  not  a
Business  Day, then payment of the interest payable on such date will be made on
the next succeeding day  which is a  Business Day (and  without any interest  or
other  payment in respect of any such  delay), except that, if such Business Day
is in the  next succeeding  calendar year,  such payment  shall be  made on  the
immediately  preceding Business Day, in each case with the same force and effect
as if made on such date.

OPTION TO EXTEND MATURITY DATE

    The maturity date of the Subordinated Debt Securities is September 30,  2025
(the  "Scheduled  Maturity Date").  Capital  Funding, however,  may,  before the
Scheduled Maturity Date, extend such maturity date no

                                      S-23

more than one time, for up to an additional 19 years from the Scheduled Maturity
Date, provided  that (a)  Capital  Funding is  not  in bankruptcy  or  otherwise
insolvent,  (b)  Capital Funding  is  not in  default  on any  subordinated debt
securities issued  to a  U S  WEST Trust  or to  any trustee  of such  trust  in
connection  with an  issuance of Trust  Securities by  such U S  WEST Trust, (c)
Capital Funding has made timely payments on the Subordinated Debt Securities for
the immediately preceding 6 quarters without  deferrals, (d) U S WEST  Financing
is  not in arrears on payments of distributions on the Preferred Securities, (e)
the Subordinated Debt Securities are rated Investment Grade by Standard & Poor's
Corporation, Moody's Investors  Service, Inc., Fitch  Investor Services, Duff  &
Phelps  Credit  Rating Company  or any  other nationally  recognized statistical
rating organization,  and  (f)  the  final maturity  of  the  Subordinated  Debt
Securities  is  not later  than  the 49th  anniversary  of the  issuance  of the
Preferred Securities.  Pursuant to  the Declaration,  the Regular  Trustees  are
required  to give notice  of Capital Funding's election  to extend the Scheduled
Maturity Date to the holders of the Preferred Securities.

OPTIONS TO EXTEND INTEREST PAYMENT PERIOD

    Capital Funding shall have  the right at  any time, and  from time to  time,
during  the  term  of the  Subordinated  Debt  Securities to  defer  payments of
interest by extending the interest payment period for a period not exceeding  20
consecutive  Extension Periods,  at the end  of which  Extension Period, Capital
Funding shall pay all interest then accrued and unpaid (including any Additional
Interest (as  defined  herein)) (together  with  interest thereon  at  the  rate
specified  for  the  Subordinated Debt  Securities  to the  extent  permitted by
applicable law); provided, that, during any such Extension Period, (a) U S  WEST
and  Capital Funding shall not  (and, if it is a  wholly-owned subsidiary of U S
WEST, U S WEST shall  cause U S WEST Communications  not to) declare or pay  any
dividend or, make any distributions with respect to, or redeem, purchase or make
a  liquidation payment with respect to, any  of its capital stock, including, in
the case of U S WEST, the Communications Stock and the Media Stock, and (b) U  S
WEST  and Capital Funding shall  not make any payment  of interest, principal or
premium, if  any,  on  or  repay,  repurchase  or  redeem  any  debt  securities
(including  guarantees) issued by  U S WEST  or Capital Funding  which rank pari
passu with  or  junior  to  the  Subordinated  Debt  Securities.  Prior  to  the
termination  of any  such Extension  Period, Capital  Funding may  further defer
payments of interest  by extending  the interest payment  period, provided  that
such  Extension Period  together with all  such previous  and further extensions
thereof may not  exceed 20  consecutive quarters.  Upon the  termination of  any
Extension  Period and the payment  of all amounts then  due, Capital Funding may
select a new Extension  Period, subject to the  above requirements. No  interest
during an Extension Period, except at the end thereof, shall be due and payable.
Capital  Funding  has no  present intention  of exercising  its rights  to defer
payments  of  interest  by  extending   the  interest  payment  period  on   the
Subordinated  Debt Securities. If the Property  Trustee shall be the sole holder
of the  Subordinated Debt  Securities, Capital  Funding shall  give the  Regular
Trustees  and the  Property Trustee  notice of  its selection  of such Extension
Period one Business Day prior  to the earlier of  (i) the date distributions  on
the  Preferred Securities are payable or (ii)  the date the Regular Trustees are
required to  give notice  to the  New York  Stock Exchange  or other  applicable
self-regulatory  organization or to  holders of the  Preferred Securities of the
record date or the date such distribution is payable, but in any event not  less
than one Business Day prior to such record date. The Regular Trustees shall give
notice of Capital Funding's selection of such Extension Period to the holders of
the  Preferred Securities. If the Property Trustee  shall not be the sole holder
of the Subordinated Debt Securities, Capital  Funding shall give the holders  of
the  Subordinated  Debt Securities  notice of  its  selection of  such Extension
Period ten Business Days prior to the  earlier of (i) the Interest Payment  Date
or  (ii) the  date Capital Funding  is required to  give notice to  the New York
Stock Exchange or other applicable self-regulatory organization or to holders of
the Subordinated Debt Securities of the  record or payment date of such  related
interest payment.

ADDITIONAL INTEREST

    If  at any  time U  S WEST  Financing shall  be required  to pay  any taxes,
duties, assessments  or  governmental charges  of  whatever nature  (other  than
withholding  taxes) imposed by the United States, or any other taxing authority,
then, in  any  such  case,  Capital Funding  will  pay  as  additional  interest
("Additional Interest") such additional amounts as shall be required so that the
net amounts received and retained by

                                      S-24

U  S WEST Financing  after paying any  such taxes, duties,  assessments or other
governmental charges will be not less than the amounts U S WEST Financing  would
have  received  had no  such taxes,  duties,  assessments or  other governmental
charges been imposed.

INDENTURE EVENTS OF DEFAULT

    In case any Indenture  Event of Default shall  occur and be continuing,  the
Property  Trustee, as the holder of  the Subordinated Debt Securities, will have
the right to declare the principal of and the interest on the Subordinated  Debt
Securities  (including any  Additional Interest, if  any) and  any other amounts
payable under the Indenture to be forthwith  due and payable and to enforce  its
other rights as a creditor with respect to the Subordinated Debt Securities. See
"Description  of the  Subordinated Debt  Securities and  the Debt  Guarantees --
Events of  Default" in  the accompanying  Prospectus for  a description  of  the
Events  of Default. An Indenture Event of Default also constitutes a Declaration
Event of Default. The holders  of Preferred Securities in certain  circumstances
have  the right  to direct the  Property Trustee  to exercise its  rights as the
holder  of  the  Subordinated  Debt  Securities  and  the  Debt  Guarantee.  See
"Description  of the Preferred Securities --  Declaration Events of Default" and
"-- Voting Rights."

BOOK-ENTRY AND SETTLEMENT

    If distributed to  holders of  Preferred Securities in  connection with  the
voluntary  or involuntary  dissolution, winding-up  or liquidation  of U  S WEST
Financing as a  result of the  occurrence of a  Special Event, the  Subordinated
Debt  Securities will be issued  in the form of  one or more global certificates
(each, a "Global  Security") registered  in the name  of the  depositary or  its
nominee.  Except under  the limited circumstances  described below, Subordinated
Debt Securities represented by the Global Security will not be exchangeable for,
and  will  not  otherwise  be  issuable  as,  Subordinated  Debt  Securities  in
definitive  form. The Global  Securities described above  may not be transferred
except by the depositary to a nominee of  the depositary or by a nominee of  the
depositary  to  the depositary  or another  nominee  of the  depositary or  to a
successor depositary or its nominee.

    The laws of some jurisdictions require that certain purchasers of securities
take physical delivery  of such  securities in  definitive form.  Such laws  may
impair the ability to transfer beneficial interests in such a Global Security.

    Except  as provided below,  owners of beneficial interests  in such a Global
Security will not be entitled to receive physical delivery of Subordinated  Debt
Securities in definitive form and will not be considered the holders (as defined
in  the Indenture) thereof  for any purpose  under the Indenture,  and no Global
Security representing Subordinated Debt Securities shall be exchangeable, except
for another Global Security of like  denomination and tenor to be registered  in
the  name of the depositary  or its nominee or to  a successor depositary or its
nominee. Accordingly, each beneficial owner must  rely on the procedures of  the
depositary  and, if such person  is not a Participant,  on the procedures of the
Participant through which such person owns its interest, to exercise any  rights
of a Holder under the Indenture.

    THE  DEPOSITARY.  If Subordinated Debt Securities are distributed to holders
of Preferred Securities in  liquidation of such holders'  interests in U S  WEST
Financing,  DTC  will act  as securities  depositary  for the  Subordinated Debt
Securities. For a description  of DTC and the  specific terms of the  depository
arrangements,  see "Description of  the Preferred Securities  -- Book-Entry Only
Issuance -- The  Depository Trust Company."  As of the  date of this  Prospectus
Supplement,  the  description  therein  of  DTC's  book-entry  system  and DTC's
practices as  they relate  to purchases,  transfers, notices  and payments  with
respect  to the Preferred Securities apply in  all material respects to any debt
obligations represented by one  or more Global Securities  held by DTC.  Capital
Funding  may appoint a successor to DTC or any successor depositary in the event
DTC or  such  successor  depositary  is  unable  or  unwilling  to  continue  as
depositary.

    None of U S WEST, Capital Funding, U S WEST Financing, the Debt Trustee, any
paying  agent and  any other  agent of  U S  WEST, Capital  Funding or  the Debt
Trustee will have any responsibility or liability for any aspect of the  records
relating  to or payments made on account  of beneficial ownership interests in a
Global Security  for  such  Subordinated Debt  Securities  or  for  maintaining,
supervising  or  reviewing any  records  relating to  such  beneficial ownership
interests.

                                      S-25

    DISCONTINUANCE OF THE  DEPOSITARY'S SERVICES.   A Global  Security shall  be
exchangeable for Subordinated Debt Securities registered in the names of persons
other  than the depositary  or its nominee  only if (i)  the depositary notifies
Capital Funding that it is unwilling or  unable to continue as a depositary  for
such  Global Security and no successor  depositary shall have been appointed, or
if at any time the  depositary ceases to be  a clearing agency registered  under
the  Securities Exchange Act of 1934, as  amended, at a time when the depositary
is required to  be so  registered to  act as  such depositary  and no  successor
depositary  shall  have  been  appointed,  (ii)  Capital  Funding  in  its  sole
discretion determines  that such  Global Security  shall be  so exchangeable  or
(iii)  there  shall have  occurred  an Event  of  Default with  respect  to such
Subordinated Debt Securities. Any Global Security that is exchangeable  pursuant
to the preceding sentence shall be exchangeable for Subordinated Debt Securities
registered  in such names  as the depositary  shall direct. It  is expected that
such instructions will be based upon directions received by the depositary  from
its  Participants  with respect  to ownership  of  beneficial interests  in such
Global Security.

MISCELLANEOUS

    The Indenture  will provide  that  Capital Funding  will  pay all  fees  and
expenses   related  to  (i)  the  offering  of  the  Trust  Securities  and  the
Subordinated Debt Securities, (ii) the organization, maintenance and dissolution
of U S WEST Financing, (iii) the retention of the U S WEST Trustees and (iv) the
enforcement by  the Property  Trustee  of the  rights  of holders  of  Preferred
Securities.   The  payment  of  such  fees   and  expenses  will  be  fully  and
unconditionally guaranteed by U S WEST.

         EFFECT OF OBLIGATIONS UNDER THE SUBORDINATED DEBT SECURITIES,
           THE DEBT GUARANTEE AND THE PREFERRED SECURITIES GUARANTEE

    As set forth in the Declaration, the  sole purpose of U S WEST Financing  is
to  issue Trust Securities  and invest the proceeds  thereof in the Subordinated
Debt Securities.

    As long as payments of interest and other payments are made when due on  the
Subordinated  Debt  Securities,  such  payments  will  be  sufficient  to  cover
distributions and payments due on the Trust Securities primarily because (i) the
aggregate principal amount of Subordinated Debt Securities will be equal to  the
sum of the aggregate stated liquidation amount of the Trust Securities; (ii) the
interest  rate and  interest and  other payment  dates on  the Subordinated Debt
Securities will match the distribution  rate and distribution and other  payment
dates  for the  Preferred Securities;  (iii) Capital  Funding shall  pay for all
costs and expenses of U S WEST Financing; and (iv) the Declaration provides that
the U S WEST  Trustees shall not cause  or permit U S  WEST Financing to,  among
other things, engage in any activity that is not consistent with the purposes of
U S WEST Financing.

    Payments  of distributions (to the extent  funds therefor are available) and
other payments due on the Preferred Securities (to the extent funds therefor are
available) are guaranteed  by U  S WEST  as and to  the extent  set forth  under
"Description  of  the  Preferred  Securities  Guarantees"  in  the  accompanying
Prospectus.  If  Capital  Funding  does  not  make  interest  payments  on   the
Subordinated  Debt Securities purchased by U S  WEST Financing and U S WEST does
not make  payments under  the  Debt Guarantee,  it is  expected  that U  S  WEST
Financing  will not have sufficient funds  to pay distributions on the Preferred
Securities. The  Preferred  Securities Guarantee  is  a full  and  unconditional
guarantee  from the time of  its issuance, but does not  apply to any payment of
distributions unless and until U S  WEST Financing has sufficient funds for  the
payment of such distributions.

    If  Capital  Funding  fails  to  make  interest  or  other  payments  on the
Subordinated Debt Securities when due  (taking account of any Extension  Period)
and  U S WEST  fails to make payments  under the Debt  Guarantee with respect to
such payments due on the Subordinated Debt Securities, the Declaration  provides
a  mechanism  whereby  the  holders  of  the  Preferred  Securities,  using  the
procedures described  in  "Description of  the  Preferred Securities  --  Voting
Rights,"  may (i) appoint a Special Regular Trustee and (ii) direct the Property
Trustee to enforce its  rights under the Subordinated  Debt Securities and  Debt
Guarantee,  including proceeding directly  against U S WEST  to enforce the Debt
Guarantee  without   first  proceeding   against  Capital   Funding  under   the
Subordinated  Debt  Securities. If  the Property  Trustee  fails to  enforce its
rights under the Subordinated Debt Securities or the Debt Guarantee, a holder of
Preferred Securities may

                                      S-26

institute a legal  proceeding directly against  Capital Funding or  U S WEST  to
enforce  the Property Trustee's rights under the Subordinated Debt Securities or
the Debt Guarantee,  as the  case may be,  without first  instituting any  legal
proceeding  against  the  Property  Trustee  or  any  other  person  or  entity,
including, in the case of the Debt Guarantee, against Capital Funding.

    If U S WEST fails to make payments under the Preferred Securities Guarantee,
the Preferred Securities Guarantee provides  a mechanism whereby the holders  of
the  Preferred Securities may direct the Preferred Trustee to enforce its rights
thereunder. If the Preferred Trustee  fails to enforce the Preferred  Securities
Guarantee,  any holder of Preferred Securities  may institute a legal proceeding
directly against U S  WEST to enforce the  Preferred Trustee's rights under  the
Preferred  Securities Guarantee,  without first  instituting a  legal proceeding
against U S WEST Financing, the Preferred Trustee or any other person or entity.

    U S  WEST and  U S  WEST Financing  believe that  the above  mechanisms  and
obligations,  taken  together,  are  equivalent  to  a  full  and  unconditional
guarantee by  U  S  WEST  of  payments due  on  the  Preferred  Securities.  See
"Description   of  the  Preferred  Securities  Guarantees  --  General"  in  the
accompanying Prospectus.

                    CERTAIN FEDERAL INCOME TAX CONSEQUENCES

    The following is a summary of certain of the principal United States federal
income tax  consequences  of the  purchase,  ownership and  disposition  of  the
Preferred  Securities to a  holder that is  a citizen or  resident of the United
States, a corporation, partnership  or other entity  created or organized  under
the  laws of the United States or any  state thereof or the District of Columbia
or an estate or trust  the income of which is  subject to United States  federal
income  taxation regardless of  source (a "U.S. Holder").  This summary does not
address the United States federal income tax consequences to persons other  than
U.S. Holders.

    This  summary  is  based  on  the United  States  federal  income  tax laws,
regulations and rulings and decisions now in effect, all of which are subject to
change, possibly on a retroactive basis.  This summary does not address the  tax
consequences  applicable to investors  that may be subject  to special tax rules
such as  banks, thrifts,  real estate  investment trusts,  regulated  investment
companies,  insurance companies, dealers in securities or currencies, tax-exempt
investors or persons that will hold the Preferred Securities as a position in  a
"straddle,"  as  part  of  a  "synthetic security"  or  "hedge,"  as  part  of a
"conversion transaction"  or other  integrated  investment or  as other  than  a
capital  asset.  This summary  also  does not  address  the tax  consequences to
persons that have a functional  currency other than the  U.S. dollar or the  tax
consequences to shareholders, partners or beneficiaries of a holder of Preferred
Securities.  Further, it  does not  include any  description of  any alternative
minimum tax consequences or the tax laws of any state or local government or  of
any foreign government that may be applicable to the Preferred Securities.

CLASSIFICATION OF U S WEST FINANCING

    Upon  the  issuance of  the Preferred  Securities,  Weil, Gotshal  & Manges,
counsel to U  S WEST, Capital  Funding and U  S WEST Financing,  will issue  its
opinion  (the "Tax  Opinion") to  the effect  that, under  then current  law and
assuming full compliance  with the terms  of the Indenture  and the  Declaration
(and  certain  other  documents), and  based  on certain  facts  and assumptions
contained in such opinion, U S WEST Financing will not be classified, for United
States federal income tax purposes, as  an association taxable as a  corporation
or  a  partnership, but  rather,  each holder  of  Preferred Securities  will be
treated as  owning an  undivided beneficial  interest in  the Subordinated  Debt
Securities.  Accordingly, each holder  will be required to  include in its gross
income the original issue discount ("OID") accrued with respect to its allocable
share of those Subordinated Debt Securities. Investors should be aware that  the
Tax  Opinion does not address any other issue and is not binding on the Internal
Revenue Service (the "Service") or the courts.

ORIGINAL ISSUE DISCOUNT, PREMIUM AND MARKET DISCOUNT

    Because of  the option  that Capital  Funding has,  under the  terms of  the
Subordinated  Debt  Securities,  to  defer  payments  of  interest  by extending
interest payment  periods for  up to  20 quarters,  all of  the stated  interest
payments  on those  Subordinated Debt  Securities will  be treated  as "original
issue discount." Holders of debt instruments  issued with OID must include  that
discount in income on an economic accrual

                                      S-27

basis  before the  receipt of cash  attributable to the  interest, regardless of
their method of tax accounting. The amount of OID that accrues in any month will
approximately equal the amount of the interest that accrues in that month at the
stated interest rate. In the event that the interest payment period is extended,
holders will continue  to accrue OID  approximately equal to  the amount of  the
interest  payment due at the  end of the extended  interest payment period on an
economic accrual basis over the length of the extended interest period.  Because
income  on the  Preferred Securities will  constitute OID,  corporate holders of
Preferred Securities will not be entitled to a dividends-received deduction with
respect to any income earned on the Preferred Securities.

    To the extent a holder acquires its Preferred Securities at a price that  is
greater  or less  than the adjusted  issue price  of such holder's  share of the
Subordinated Debt  Securities  (which  generally  should  approximate  par  plus
accrued  but unpaid  interest), the  holder may be  deemed to  have acquired its
interest in the Subordinated  Debt Securities with  acquisition premium or  with
market discount, as the case may be. A holder who purchases Preferred Securities
at  a premium  will be  permitted to  reduce the  amount of  OID required  to be
included in income to  reflect the acquisition premium.  A holder who  purchases
Preferred  Securities at a market discount will  also include the amount of such
discount in income in accordance with the market discount rules described below.

    A holder that acquires its undivided beneficial interest in the Subordinated
Debt Securities at  a market discount  generally will be  required to  recognize
ordinary  income to the extent of accrued market discount on the Debt Securities
upon the retirement of the underlying Debt  Securities or, to the extent of  any
gain,  upon the  disposition of the  Preferred Securities.  Such market discount
would accrue ratably, or, at the election of the holder, under a constant  yield
method  over the  remaining term of  the Subordinated Debt  Securities. A holder
will also be required to defer the  deduction of a portion of the interest  paid
or  accrued on indebtedness  incurred to purchase  or carry Preferred Securities
that represent Subordinated  Debt Securities acquired  with market discount.  In
lieu  of the foregoing, a holder may  elect to include market discount in income
currently as it  accrues on  all market  discount instruments  acquired by  such
holder  in the  taxable year of  the election  or thereafter, in  which case the
interest deferral rule will not apply.

    A holder may elect, in lieu of applying the market discount or premium rules
described  above,  to  account  for  all  income  under  the  Subordinated  Debt
Securities  as if  it were OID.  A holder that  makes this election  and that is
considered  to  have   acquired  its  undivided   beneficial  interest  in   the
Subordinated  Debt Securities  with market discount  will be  considered to have
made the election described in the immediately preceding paragraph.

RECEIPT OF SUBORDINATED DEBT SECURITIES OR CASH UPON LIQUIDATION OF U S WEST
FINANCING

    Under certain circumstances, as described under the caption "Description  of
the   Preferred  Securities  --  Special   Event  Redemption  or  Distribution,"
Subordinated Debt Securities may be distributed  to holders in exchange for  the
Preferred  Securities and in liquidation of U  S WEST Financing. Under a revenue
ruling issued  by  the  Service, such  a  distribution  would be  treated  as  a
non-taxable  event to each holder and each holder would receive an aggregate tax
basis in the Subordinated Debt Securities  equal to such holder's aggregate  tax
basis in its Preferred Securities. A holder's holding period in the Subordinated
Debt  Securities so received in liquidation of  U S WEST Financing would include
the period for which the Preferred Securities were held by such holder.

SALES OF CERTIFICATES

    A holder that sells Preferred Securities  will recognize gain or loss  equal
to  the difference  between its  adjusted tax  basis in  the securities  and the
amount realized on  the sale.  A holder's adjusted  tax basis  in the  Preferred
Securities  generally will be  its initial purchase  price increased by original
issue discount previously includible in such  holder's gross income to the  date
of  disposition (and the accrual  of market discount, if  any, if an election to
accrue market discount in  income currently is made)  and decreased by  payments
received  on  the Preferred  Securities. Subject  to  the market  discount rules
described above, any such gain or loss generally will be capital gain or loss.

                                      S-28

    The Preferred  Securities may  trade at  a price  that does  not  accurately
reflect  the value of accrued but unpaid interest with respect to the underlying
Subordinated Debt Securities. A holder who disposes of his Preferred  Securities
between  record dates for payments of  distributions thereon will be required to
include accrued but unpaid interest on the Subordinated Debt Securities  through
the  date of disposition  in income as  ordinary income (i.e.,  OID), and to add
such amount to his adjusted  tax basis in his pro  rata share of the  underlying
Subordinated Debt Securities deemed disposed of. To the extent the selling price
is less than the holder's adjusted tax basis (which will include, in the form of
OID,  all accrued but unpaid interest), a  holder will recognize a capital loss.
Subject to  certain limited  exceptions,  capital losses  cannot be  applied  to
offset ordinary income for United States federal income tax purposes.

INFORMATION REPORTING TO HOLDERS

    Subject  to  the qualifications  discussed  below, income  on  the Preferred
Securities will be  reported to  holders on Forms  1099, which  forms should  be
mailed  to holders of Preferred Securities by January 31 following each calendar
year.

    U S WEST Financing will  be obligated to report annually  to Cede & Co.,  as
holder   of  record  of  the  Preferred  Securities,  the  OID  related  to  the
Subordinated Debt Securities that accrued during  that year. U S WEST  Financing
currently  intends to report such  information on Form 1099  prior to January 31
following each  calendar year  even though  U S  WEST Financing  is not  legally
required  to report  to record  holders until  April 15  following each calendar
year. The Underwriters have indicated to U S WEST Financing that, to the  extent
that  they hold  Preferred Securities as  nominees for  beneficial holders, they
currently expect to report to such  beneficial holders on Forms 1099 by  January
31  following  each  calendar  year. Under  current  law,  holders  of Preferred
Securities who  hold  as nominees  for  beneficial  holders will  not  have  any
obligation  to report information  regarding the beneficial holders  to U S WEST
Financing. U S WEST Financing, moreover, will not have any obligation to  report
to  beneficial holders who are not also record holders. Thus, beneficial holders
of  Preferred  Securities  who  hold  their  Preferred  Securities  through  the
Underwriters  will receive Forms  1099 reflecting the  income on their Preferred
Securities from such nominee holders rather than U S WEST Financing.

BACKUP WITHHOLDING

    Payments made on, and  proceeds from the sale  of, the Preferred  Securities
may  be subject to a "backup" withholding  tax of 31% unless the holder complies
with certain identification requirements. Any  withheld amounts will be  allowed
as  a  credit against  the holder's  federal income  tax, provided  the required
information is provided to the Service.

    THE FEDERAL INCOME TAX  DISCUSSION SET FORTH ABOVE  IS INCLUDED FOR  GENERAL
INFORMATION  ONLY AND MAY NOT BE APPLICABLE DEPENDING UPON A HOLDER'S PARTICULAR
SITUATION. HOLDERS SHOULD  CONSULT THEIR TAX  ADVISORS WITH RESPECT  TO THE  TAX
CONSEQUENCES TO THEM OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF THE PREFERRED
SECURITIES, INCLUDING THE TAX CONSEQUENCES UNDER STATE, LOCAL, FOREIGN AND OTHER
TAX LAWS AND THE POSSIBLE EFFECTS OF CHANGES IN FEDERAL OR OTHER TAX LAWS.

                                      S-29

                                  UNDERWRITING

    Subject  to the terms and conditions  set forth in an underwriting agreement
(the "Underwriting Agreement"), U S WEST Financing has agreed to sell to each of
the Underwriters named  below, and each  of the Underwriters,  for whom  Merrill
Lynch,  Pierce, Fenner &  Smith Incorporated, Goldman, Sachs  & Co., Dean Witter
Reynolds Inc., A.G. Edwards & Sons, Inc., Lehman Brothers Inc., Morgan Stanley &
Co. Incorporated, PaineWebber Incorporated, Prudential Securities  Incorporated,
Salomon  Brothers Inc and  Smith Barney Inc. are  acting as representatives (the
"Representatives"), has severally  agreed to  purchase the  number of  Preferred
Securities set forth opposite its name below. In the Underwriting Agreement, the
several  Underwriters have agreed, subject to the terms and conditions set forth
therein, to purchase all the Preferred  Securities offered hereby if any of  the
Preferred  Securities are purchased. In the  event of default by an Underwriter,
the Underwriting Agreement provides that, in certain circumstances, the purchase
commitments  of  the  nondefaulting  Underwriters   may  be  increased  or   the
Underwriting Agreement may be terminated.



                                                                                   NUMBER OF
                                                                                   PREFERRED
             UNDERWRITER                                                           SECURITIES
--------------------------------------------------------------------------------  ------------
                                                                               
Merrill Lynch, Pierce, Fenner & Smith
          Incorporated..........................................................     1,740,000
Goldman, Sachs & Co.............................................................     1,740,000
Dean Witter Reynolds Inc........................................................     1,740,000
A.G. Edwards & Sons, Inc........................................................     1,740,000
Lehman Brothers Inc.............................................................     1,740,000
Morgan Stanley & Co. Incorporated...............................................     1,740,000
PaineWebber Incorporated........................................................     1,740,000
Prudential Securities Incorporated..............................................     1,740,000
Salomon Brothers Inc............................................................     1,740,000
Smith Barney Inc................................................................     1,740,000
Robert W. Baird & Co. Incorporated..............................................       200,000
Bear, Stearns & Co. Inc.........................................................       200,000
Alex. Brown & Sons Incorporated.................................................       200,000
Dillon, Read & Co. Inc..........................................................       200,000
Donaldson, Lufkin & Jenrette Securities Corporation.............................       200,000
Kemper Securities, Inc..........................................................       200,000
J.P. Morgan Securities Inc......................................................       200,000
Oppenheimer & Co., Inc..........................................................       200,000
Piper Jaffray Inc...............................................................       200,000
Raymond James & Associates, Inc.................................................       200,000
Schroder Wertheim & Co. Incorporated............................................       200,000
Advest, Inc.....................................................................       100,000
J.C. Bradford & Co..............................................................       100,000
JW Charles Securities, Inc......................................................       100,000
Commerzbank Capital Markets Corporation.........................................       100,000
Cowen & Company.................................................................       100,000
Craigie Incorporated............................................................       100,000
Crowell, Weedon & Co............................................................       100,000
Dain Bosworth Incorporated......................................................       100,000
Davenport & Co. of Virginia, Inc................................................       100,000
D. A. Davidson & Co. Incorporated...............................................       100,000
Doft & Co., Inc.................................................................       100,000
Dougherty, Dawkins, Strand & Bigelow Inc........................................       100,000
Fahnestock & Co. Inc............................................................       100,000
First Albany Corporation........................................................       100,000


                                      S-30



                                                                                   NUMBER OF
                                                                                   PREFERRED
             UNDERWRITER                                                           SECURITIES
--------------------------------------------------------------------------------  ------------
First of Michigan Corporation...................................................       100,000
                                                                               
Furman Selz Incorporated........................................................       100,000
Gruntal & Co., Incorporated.....................................................       100,000
Interstate/Johnson Lane Corporation.............................................       100,000
Janney Montgomery Scott Inc.....................................................       100,000
Josephthal Lyon & Ross Incorporated.............................................       100,000
Kennedy, Cabot & Co.............................................................       100,000
Kirkpatrick, Pettis, Smith, Polian Inc..........................................       100,000
Legg Mason Wood Walker, Incorporated............................................       100,000
McDonald & Company Securities, Inc..............................................       100,000
McGinn, Smith & Co., Inc........................................................       100,000
Morgan Keegan & Company, Inc....................................................       100,000
The Ohio Company................................................................       100,000
Olde Discount Corporation.......................................................       100,000
Principal Financial Securities, Inc.............................................       100,000
Pryor, McClendon, Counts & Co., Inc.............................................       100,000
Ragen MacKenzie Incorporated....................................................       100,000
Rauscher Pierce Refsnes, Inc....................................................       100,000
The Robinson-Humphrey Company, Inc..............................................       100,000
Rodman & Renshaw, Inc...........................................................       100,000
Roney & Co......................................................................       100,000
Muriel Siebert & Co., Inc.......................................................       100,000
Stifel, Nicolaus & Company, Incorporated........................................       100,000
Sturdivant & Co., Inc...........................................................       100,000
Sutro & Co., Incorporated.......................................................       100,000
Tucker Anthony Incorporated.....................................................       100,000
US Clearing Corp................................................................       100,000
Utendahl Capital Partners, L.P..................................................       100,000
Wheat, First Securities, Inc....................................................       100,000
Yamaichi International (America), Inc...........................................       100,000
                                                                                  ------------
          Total.................................................................    24,000,000
                                                                                  ------------
                                                                                  ------------


    The  Underwriters propose to offer the Preferred Securities in part directly
to the public at the  initial public offering price, as  set forth on the  cover
page of this Prospectus Supplement, and in part to certain securities dealers at
such  price less a concession of $.50 per Preferred Security, provided that such
concession for  sales of  10,000  or more  Preferred  Securities to  any  single
purchaser  will be $.30 per Preferred  Security. The Underwriters may allow, and
such dealers  may reallow,  a concession  not in  excess of  $.30 per  Preferred
Security  to certain  brokers and  dealers. After  the Preferred  Securities are
released for sale to the public, the offering price and other selling terms  may
from time to time be varied by the Representatives.

    In  view  of  the  fact that  the  proceeds  of the  sale  of  the Preferred
Securities will be used to purchase the Subordinated Debt Securities of  Capital
Funding,  the Underwriting Agreement provides that Capital Funding will agree to
pay  as  compensation  ("Underwriters'  Compensation")  for  the   Underwriters'
arranging  the  investment  therein of  such  proceeds,  an amount  in  New York
Clearing House (next day) funds of $.7875 per Preferred Security (or $18,900,000
in the aggregate) for  the accounts of the  several Underwriters, provided  that
such compensation for sales of 10,000 or more Preferred Securities to any single
purchaser  will be $.50 per Preferred Security. Therefore, to the extent of such
sales, the actual  amount of Underwriter's  Compensation will be  less than  the
aggregate amount specified in the preceding sentence.

    During  a period  of 30  days from  the date  of the  Prospectus Supplement,
neither U S WEST Financing, U S WEST nor Capital Funding will, without the prior
written consent of the Underwriters, directly or

                                      S-31

indirectly, sell, offer to sell, grant any option for the sale of, or  otherwise
dispose   of,  any  Preferred  Securities,  any  security  convertible  into  or
exchangeable  into  or  exercisable  for  Preferred  Securities  or  any  equity
securities  substantially similar  to the  Preferred Securities  (except for any
series of  subordinated debt  securities and  the Preferred  Securities  offered
hereby).

    The  Preferred Securities  have been  approved for  listing on  the New York
Stock Exchange, subject to official notice of issuance. Trading of the Preferred
Securities on the New York  Stock Exchange is expected  to commence within a  30
day  period  after  the  initial  delivery  of  the  Preferred  Securities.  The
Representatives have  advised U  S WEST  Financing that  they intend  to make  a
market  in the Preferred Securities prior to  the commencement of trading on the
New York Stock Exchange. The Representatives  will have no obligation to make  a
market  in  the  Preferred  Securities, however,  and  may  cease  market making
activities, if commenced, at any time.

    Prior to this offering,  there has been no  public market for the  Preferred
Securities.  In order to meet one of  the requirements for listing the Preferred
Securities on the New  York Stock Exchange, the  Underwriters will undertake  to
sell  lots of 100  or more Preferred  Securities to a  minimum of 400 beneficial
holders.

    U S WEST, Capital Funding  and U S WEST  Financing have agreed to  indemnify
the Underwriters against, or contribute to payments that the Underwriters may be
required to make in respect of, certain liabilities, including liabilities under
the Securities Act of 1933, as amended.

    Certain  of the Underwriters engage in  transactions with, and, from time to
time, have performed services for, U S WEST and its subsidiaries in the ordinary
course of business.

                                 LEGAL MATTERS

    Certain matters of Delaware  law relating to the  validity of the  Preferred
Securities  will be  passed upon on  behalf of  U S WEST  Financing by Richards,
Layton & Finger,  Wilmington, Delaware,  special Delaware  counsel to  U S  WEST
Financing.  The  validity of  the  Subordinated Debt  Securities,  the Preferred
Securities Guarantee, the  Debt Guarantee and  certain matters relating  thereto
will be passed upon on behalf of U S WEST and Capital Funding by Weil, Gotshal &
Manges,  New York, New York and on  behalf of the Underwriters by Skadden, Arps,
Slate, Meagher & Flom, New York, New  York. Weil, Gotshal & Manges and  Skadden,
Arps, Slate, Meagher & Flom will rely on the opinion of Stephen E. Brilz, Senior
Attorney and Assistant Secretary of U S WEST, as to all matters of Colorado law.
Certain  United States federal income taxation matters will be passed upon for U
S WEST, Capital Funding and U S WEST Financing by Weil, Gotshal & Manges.

                                      S-32

PROSPECTUS                                                                [LOGO]
                                 $1,000,000,000
                         U S WEST CAPITAL FUNDING, INC.
                          SUBORDINATED DEBT SECURITIES
                  UNCONDITIONALLY GUARANTEED AS TO PAYMENT OF
                  PRINCIPAL, PREMIUM, IF ANY, AND INTEREST BY
                                 U S WEST, INC.
                                  ------------

                              U S WEST FINANCING I
                             U S WEST FINANCING II
                             U S WEST FINANCING III

                              PREFERRED SECURITIES
                  GUARANTEED TO THE EXTENT SET FORTH HEREIN BY
                                 U S WEST, INC.
                                  ------------

    U  S WEST Capital Funding, Inc.,  a Colorado corporation ("Capital Funding")
and a wholly-owned subsidiary of  U S WEST, Inc.,  a Colorado corporation ("U  S
WEST"),  may  from time  to  time offer  its  subordinated debt  securities (the
"Subordinated Debt Securities") in one or more series and in amounts, at  prices
and on terms to be determined at the time of the offering. The Subordinated Debt
Securities when issued will be unsecured obligations of Capital Funding and will
be  fully and unconditionally guaranteed as to payment of principal, premium, if
any, and  interest  by U  S  WEST  (the "Debt  Guarantees").  Capital  Funding's
obligations  under the Subordinated  Debt Securities and  U S WEST's obligations
under the Debt Guarantees will be subordinate and junior in right of payment  to
certain other indebtedness of Capital Funding and U S WEST, respectively, as may
be   described  in  an  accompanying   Prospectus  Supplement  (the  "Prospectus
Supplement").
    U S WEST  Financing I,  U S WEST  Financing II  and U S  WEST Financing  III
(each,  a "U S  WEST Trust"), each  a statutory business  trust formed under the
laws of Delaware, may  from time to time  offer preferred securities  evidencing
undivided  beneficial interests in the  assets of the respective  U S WEST Trust
("Preferred  Securities").   The   payment  of   periodic   cash   distributions
("distributions")  with respect to Preferred Securities of  each of the U S WEST
Trusts, out of  moneys held  by each of  the U  S WEST Trusts,  and payments  on
liquidation,  redemption or otherwise with  respect to such Preferred Securities
will be  guaranteed  by  U S  WEST  to  the extent  described  herein  (each,  a
"Preferred  Securities Guarantee"). U  S WEST's obligations  under the Preferred
Securities Guarantees will be subordinate and junior in right of payment to  all
other  liabilities of  U S WEST  and PARI  PASSU with the  most senior preferred
stock issued by U S  WEST. Subordinated Debt Securities  may be issued and  sold
from  time to time in one or more series  by Capital Funding to a U S WEST Trust
in connection with the investment of the proceeds from the offering of Preferred
Securities and Common Securities (as defined herein) of such U S WEST Trust. The
Subordinated Debt Securities subsequently may be distributed pro rata to holders
of Preferred Securities and Common Securities in connection with the dissolution
of such U S WEST Trust upon the occurrence of certain events as may be described
in the Prospectus Supplement.
    Specific terms of the particular Subordinated Debt Securities of any  series
or  the Preferred  Securities of  any U S  WEST Trust  in respect  of which this
Prospectus is being delivered  (the "Offered Securities") will  be set forth  in
the   accompanying  Prospectus  Supplement  with   respect  to  such  series  of
Subordinated Debt Securities or such Preferred Securities, which will  describe,
without  limitation  and where  applicable  the following:  (i)  in the  case of
Subordinated Debt  Securities,  the specific  designation,  aggregate  principal
amount, denomination, maturity, premium, if any, interest rate (or the method of
determining such rate), if any, dates on which premium, if any, and interest, if
any,  will be payable,  any redemption provisions,  any sinking fund provisions,
the initial public  offering price, the  subordination terms, any  listing on  a
securities  exchange  and any  other terms  and  (ii) in  the case  of Preferred
Securities,  the   specific  designation,   number  of   Preferred   Securities,
distribution  rate  (or the  method of  determining such  rate), dates  on which
distributions will be payable, liquidation  amount, voting rights (if any),  any
redemption   provisions,  terms  for  any  conversion  or  exchange  into  other
securities (if  any),  the initial  public  offering  price, any  listing  on  a
securities  exchange, and any other rights, preferences, privileges, limitations
and restrictions.
    The Offered Securities may be offered in amounts, at prices and on terms  to
be  determined at  the time of  offering; provided, however,  that the aggregate
initial public  offering  price  of  all Offered  Securities  shall  not  exceed
$1,000,000,000.  The  Prospectus Supplement  relating to  any series  of Offered
Securities will  contain information  concerning certain  United States  federal
income tax considerations, if applicable to the Offered Securities.

                             ---------------------

THESE  SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
   EXCHANGE COMMISSION  OR  ANY STATE  SECURITIES  COMMISSION NOR  HAS  THE
     SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
       PASSED  UPON THE ACCURACY OR  ADEQUACY OF THIS PROSPECTUS. ANY
               REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

             THIS PROSPECTUS MAY NOT BE USED TO CONSUMMATE SALES OF
           SECURITIES UNLESS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.

                  The date of this Prospectus is May 2, 1995.

    The  Offered Securities will be  sold directly, through agents, underwriters
or dealers as designated  from time to  time, or through  a combination of  such
methods.  If agents or any  dealers or underwriters are  involved in the sale of
the Offered Securities in respect of  which this Prospectus is being  delivered,
the names of such agents, dealers or underwriters and any applicable commissions
or  discounts will  be set  forth in  or may  be calculated  from the Prospectus
Supplement with respect to such Offered Securities.

    NO DEALER, SALESPERSON OR  ANY OTHER INDIVIDUAL HAS  BEEN AUTHORIZED BY U  S
WEST,  CAPITAL FUNDING OR ANY OF THE U  S WEST TRUSTS TO GIVE ANY INFORMATION OR
TO MAKE  ANY  REPRESENTATION  OTHER  THAN THOSE  CONTAINED  OR  INCORPORATED  BY
REFERENCE  IN THIS PROSPECTUS OR ANY  ACCOMPANYING PROSPECTUS SUPPLEMENT AND, IF
GIVEN OR MADE,  SUCH INFORMATION OR  REPRESENTATION MUST NOT  BE RELIED UPON  AS
HAVING  BEEN AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR
A SOLICITATION OF AN OFFER  TO BUY ANY OF THE  SECURITIES OFFERED HEREBY IN  ANY
JURISDICTION  TO  ANY  PERSON TO  WHOM  IT IS  UNLAWFUL  TO MAKE  SUCH  OFFER OR
SOLICITATION IN SUCH JURISDICTION. NEITHER  THE DELIVERY OF THIS PROSPECTUS  NOR
ANY  SALE MADE HEREUNDER SHALL, UNDER  ANY CIRCUMSTANCES, CREATE ANY IMPLICATION
THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF CAPITAL FUNDING, ANY OF THE U  S
WEST TRUSTS OR U S WEST SINCE THE DATE HEREOF.

                            ------------------------

                             AVAILABLE INFORMATION

    U  S WEST  is subject  to the  informational requirements  of the Securities
Exchange Act  of  1934, as  amended  (the  "Exchange Act")  and,  in  accordance
therewith,  files  reports, proxy  statements,  and other  information  with the
Securities and  Exchange  Commission  (the "Commission").  Such  reports,  proxy
statements,  and  other information  concerning U  S WEST  can be  inspected and
copied at the public  reference facilities maintained by  the Commission at  450
Fifth  Street, N.W., Room 1024, Washington,  D.C. 20549, and at the Commission's
Regional Offices at  Seven World Trade  Center, 13th Floor,  New York, New  York
10048,  and  Citicorp  Center, 500  West  Madison Street,  Suite  1400, Chicago,
Illinois 60661.  Copies  of  such  material can  be  obtained  from  the  Public
Reference  Section  of the  Commission  at 450  Fifth  Street, N.W.,  Room 1024,
Washington, D.C. 20549, at prescribed rates. Such reports, proxy statements  and
other  information concerning U S  WEST may also be  inspected at the offices of
the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005 and
the Pacific Stock Exchange,  301 Pine Street,  San Francisco, California  94104,
the securities exchanges on which shares of U S WEST's common stock are listed.

    Capital  Funding, the  U S  WEST Trusts  and U  S WEST  have filed  with the
Commission a  registration statement  on  Form S-3  (herein, together  with  all
amendments  and exhibits, referred to  as the "Registration Statement") relating
to the Offered  Securities under  the Securities Act  of 1933,  as amended  (the
"Securities  Act"). This Prospectus does not  contain all of the information set
forth in  the Registration  Statement, certain  parts of  which are  omitted  in
accordance  with  the  rules  and regulations  of  the  Commission.  For further
information, reference is hereby made to the Registration Statement.

    No separate financial statements of Capital Funding  or any of the U S  WEST
Trusts have been included herein. U S WEST does not consider that such financial
statements  would be material to holders  of the Offered Securities because: (i)
Capital Funding and each  U S WEST  Trust is a  direct or indirect  wholly-owned
subsidiary of U S WEST, a reporting company under the Exchange Act, (ii) neither
Capital Funding nor any U S WEST Trust has any independent operations but exists
for the sole purpose of issuing, in the case of Capital Funding, debt securities
guaranteed  by U S  WEST, and, in  the case of  the U S  WEST Trusts, securities
representing undivided beneficial interests in the assets of the U S WEST Trusts
and investing the proceeds thereof in Subordinated Debt Securities guaranteed by
U S WEST, and  (iii) the obligations of  Capital Funding under the  Subordinated
Debt  Securities are fully and  unconditionally guaranteed by U  S WEST, and the
obligations of each U  S WEST Trust  under the Trust  Securities, to the  extent
funds  are available therefor,  are fully and unconditionally  guaranteed by U S
WEST. See "Description of the Preferred Securities Guarantees" and  "Description
of the Subordinated Debt Securities and the Debt Guarantees."

                                       2

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

    The  following  documents  which  have  been filed  by  U  S  WEST  with the
Commission (File No. 1-8611)  are incorporated herein  by reference: (i)  Annual
Report  on Form  10-K for  the year  ended December  31, 1994,  and (ii) Current
Reports on Form 8-K dated January 19, 1995, April 10, 1995 and April 18, 1995.

    All documents filed  by U S  WEST pursuant  to Section 13(a),  13(c), 14  or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the  termination  of  the offering  of  the  Securities shall  be  deemed  to be
incorporated by reference into this Prospectus and to be a part hereof from  the
date any such document is filed.

    Any  statement  contained  in  a  document  incorporated  or  deemed  to  be
incorporated by reference herein or in any Prospectus Supplement shall be deemed
to be  modified  or  superseded  for  purposes of  this  Prospectus  or  in  any
Prospectus Supplement to the extent that a statement contained herein or therein
(or  in any other subsequently  filed document which also is  or is deemed to be
incorporated by  reference  herein  or  therein)  modifies  or  supersedes  such
statement.  Any such  statement so modified  or superseded shall  not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus  or
any Prospectus Supplement.

    U  S WEST WILL PROVIDE WITHOUT CHARGE TO EACH PERSON TO WHOM A PROSPECTUS IS
DELIVERED, UPON WRITTEN OR ORAL REQUEST OF SUCH PERSON, A COPY OF ANY OR ALL  OF
THE DOCUMENTS WHICH ARE INCORPORATED BY REFERENCE HEREIN, OTHER THAN EXHIBITS TO
SUCH  DOCUMENTS (UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE
INTO SUCH DOCUMENTS). REQUESTS  SHOULD BE DIRECTED TO  THE TREASURER, U S  WEST,
INC.,  7800 EAST ORCHARD ROAD, ENGLEWOOD, COLORADO 80111 (TELEPHONE NUMBER (303)
793-6500).

                            ------------------------

                                       3

                         U S WEST CAPITAL FUNDING, INC.

    Capital   Funding  is  a  wholly-owned  subsidiary  of  U  S  WEST  and  was
incorporated under  the laws  of the  State of  Colorado in  June 1986.  Capital
Funding was incorporated for the sole purpose of providing financing to U S WEST
and  its affiliates through the issuance of indebtedness guaranteed by U S WEST.
The principal executive  offices of  Capital Funding  are located  at 7800  East
Orchard Road, Englewood, Colorado, 80111 (telephone number (303) 793-6500).

                         THE U S WEST FINANCING TRUSTS

    Each  of U S WEST Financing I, U S  WEST Financing II and U S WEST Financing
III is a statutory business  trust formed under Delaware  law pursuant to (i)  a
separate  declaration of trust (each, a "Declaration")  executed by U S WEST, as
sponsor for such trust  (the "Sponsor") and  the U S  WEST Trustees (as  defined
herein)  of such trust  and (ii) the filing  of a certificate  of trust with the
Delaware Secretary of State on March 1, 1995. Each U S WEST Trust exists for the
exclusive purposes of (i) issuing the Preferred Securities and common securities
representing undivided beneficial  interests in  the assets of  such Trust  (the
"Common  Securities"  and, together  with the  Preferred Securities,  the "Trust
Securities"), (ii) investing the gross proceeds  of the Trust Securities in  the
Subordinated  Debt Securities and (iii) engaging  in only those other activities
necessary or incidental thereto. All of  the Common Securities will be  directly
or indirectly owned by U S WEST. The Common Securities will rank pari passu, and
payments  will be  made thereon pro  rata, with the  Preferred Securities except
that upon an event of default under  the Declaration, the rights of the  holders
of  the Common  Securities to payment  in respect of  distributions and payments
upon liquidation, redemption and otherwise will be subordinated to the rights of
the holders of the Preferred Securities. U S WEST will, directly or  indirectly,
acquire  Common Securities in an aggregate liquidation amount equal to 3% of the
total capital  of each  U S  WEST Trust.  Each  U S  WEST Trust  has a  term  of
approximately   55  years,  but  may  earlier   terminate  as  provided  in  the
Declaration. Each U S WEST Trust's business and affairs will be conducted by the
trustees (the "U  S WEST  Trustees") appointed  by U S  WEST, as  the direct  or
indirect  holder  of  all  the  Common  Securities.  The  holder  of  the Common
Securities will be entitled to appoint, remove or replace any of, or increase or
reduce the number of, the U S WEST Trustees of a U S WEST Trust. The duties  and
obligations  of such U S  WEST Trustees shall be  governed by the Declaration of
such U  S  WEST Trust.  A  majority  of the  U  S WEST  Trustees  (the  "Regular
Trustees")  of each U S WEST Trust will be persons who are employees or officers
of or affiliated with U S WEST. In certain limited circumstances set forth in  a
Prospectus  Supplement, the  holders of a  majority of  the Preferred Securities
will be entitled to appoint one additional  Regular Trustee, who need not be  an
employee  or officer  of or  otherwise affiliated with  U S  WEST. One  U S WEST
Trustee of each U  S WEST Trust  will be a financial  institution which will  be
unaffiliated  with  U S  WEST and  which shall  act as  property trustee  and as
indenture trustee for purposes  of the Trust Indenture  Act of 1939 (the  "Trust
Indenture Act"), pursuant to the terms set forth in a Prospectus Supplement (the
"Property  Trustee").  In  addition,  unless the  Property  Trustee  maintains a
principal place of business  in the State of  Delaware, and otherwise meets  the
requirements of applicable law, one U S WEST Trustee of each U S WEST Trust will
have its principal place of business or reside in the State of Delaware. Capital
Funding  will pay all fees and  expenses related to the U  S WEST Trusts and the
offering of Trust Securities,  the payment of  which will be  guaranteed by U  S
WEST. The office of the Delaware Trustee for each U S WEST Trust in the State of
Delaware  is 300 King Street, Wilmington, Delaware 19801. The principal place of
business of each U S WEST Trust shall  be c/o U S WEST, Inc., 7800 East  Orchard
Road, Englewood, Colorado 80111 (telephone number (303) 793-6500).

                                 U S WEST, INC.

    U  S  WEST is  a diversified  global communications  company engaged  in the
telecommunications, directory publishing, wireless communications and multimedia
businesses. Telecommunications services  are provided  by U  S WEST's  principal
subsidiary  to more  than 25 million  residential and business  customers in the
states of  Arizona, Colorado,  Idaho, Iowa,  Minnesota, Montana,  Nebraska,  New
Mexico,  North  Dakota,  Oregon,  South  Dakota,  Utah,  Washington  and Wyoming
(collectively,  the  "U   S  WEST  Region").   Directory  publishing,   wireless
communications   and  multimedia  services  are  provided  by  other  U  S  WEST
subsidiaries

                                       4

to customers  both  inside and  outside  the  U S  WEST  Region. U  S  WEST  was
incorporated  in  1983 under  the  laws of  the State  of  Colorado and  has its
principal executive  offices at  7800 Orchard  Road, Englewood,  Colorado  80111
(telephone number (303) 793-6500).

                       RATIO OF EARNINGS TO FIXED CHARGES

    The  following table sets forth the ratio  of earnings to fixed charges from
continuing operations of U S WEST for the periods indicated. For the purpose  of
calculating this ratio, earnings consist of income before income taxes and fixed
charges.  Fixed charges include interest on indebtedness (excluding discontinued
operations) and the portion of rentals representative of the interest factor.



                            YEAR ENDED DECEMBER 31,
        ----------------------------------------------------------------
        1990           1991           1992           1993           1994
        ----           ----           ----           ----           ----
                                                        
        4.07           3.11           3.85           2.38           4.85


                                USE OF PROCEEDS

    Each U S WEST Trust will invest  all proceeds received from the sale of  its
Trust Securities in Subordinated Debt Securities.

    Unless  otherwise specified  in the  Prospectus Supplement,  Capital Funding
will apply the net proceeds from the sale of the Subordinated Debt Securities to
its general funds to be used for loans to  U S WEST and affiliates of U S  WEST,
which  will in turn use the funds  for general corporate purposes, including the
reduction  of   short-term  and   long-term   borrowings  and   other   business
opportunities.

                    DESCRIPTION OF THE PREFERRED SECURITIES

    Each  U  S WEST  Trust may  issue, from  time  to time,  only one  series of
Preferred  Securities  having  terms  described  in  the  Prospectus  Supplement
relating  thereto. The Declaration of each U S WEST Trust authorizes the Regular
Trustees of such U S WEST  Trust to issue on behalf of  such U S WEST Trust  one
series  of  Preferred  Securities.  The  Declaration  will  be  qualified  as an
indenture under the Trust Indenture Act. The Preferred Securities will have such
terms, including distributions, redemption, voting, liquidation rights and  such
other  preferred, deferred or other special rights or such restrictions as shall
be set forth in  the Declaration or  made part of the  Declaration by the  Trust
Indenture  Act. Reference is  made to the Prospectus  Supplement relating to the
Preferred Securities of a U S WEST  Trust for specific terms, including (i)  the
distinctive  designation  of  such  Preferred  Securities;  (ii)  the  number of
Preferred  Securities  issued  by  such  U  S  WEST  Trust;  (iii)  the   annual
distribution  rate (or method of determining such rate) for Preferred Securities
issued by  such  U  S  WEST  Trust  and  the  date  or  dates  upon  which  such
distributions  shall be payable;  provided, however, that  distributions on such
Preferred Securities shall be  payable on a quarterly  basis to holders of  such
Preferred  Securities as  of a  record date  in each  quarter during  which such
Preferred Securities are  outstanding; (iv) whether  distributions on  Preferred
Securities  issued by such U S WEST Trust  shall be cumulative, and, in the case
of Preferred Securities having such cumulative distribution rights, the date  or
dates  or method of  determining the date  or dates from  which distributions on
Preferred Securities issued by such U S WEST Trust shall be cumulative; (v)  the
amount  or amounts which shall be paid out of  the assets of such U S WEST Trust
to the holders of Preferred Securities of such U S WEST Trust upon voluntary  or
involuntary  dissolution, winding-up or termination of such U S WEST Trust; (vi)
the obligation, if any, of such U  S WEST Trust to purchase or redeem  Preferred
Securities  issued by such U S WEST Trust  and the price or prices at which, the
period or  periods  within which,  and  the  terms and  conditions  upon  which,
Preferred  Securities  issued by  such  U S  WEST  Trust shall  be  purchased or
redeemed, in whole  or in part,  pursuant to such  obligation; (vii) the  voting
rights,  if  any, of  Preferred  Securities issued  by such  U  S WEST  Trust in
addition to those required by law,  including the number of votes per  Preferred
Security  and  any requirement  for  the approval  by  the holders  of Preferred
Securities, or of Preferred Securities issued by one or more U S WEST Trusts, or
of both, as a condition to specified action or amendments to the Declaration  of
such  U  S  WEST  Trust;  and (viii)  any  other  relevant  rights, preferences,
privileges, limitations or restrictions of Preferred Securities issued by such U
S WEST Trust not inconsistent with the Declaration

                                       5

of such U S WEST Trust or with applicable law. All Preferred Securities  offered
hereby  will be  guaranteed by  U S  WEST to  the extent  set forth  below under
"Description of  the Preferred  Securities  Guarantees." Any  applicable  United
States federal income tax considerations applicable to any offering of Preferred
Securities will be described in the Prospectus Supplement relating thereto.

    In connection with the issuance of Preferred Securities, each U S WEST Trust
will  issue one series  of Common Securities.  The Declaration of  each U S WEST
Trust authorizes the Regular Trustees of such trust to issue on behalf of such U
S WEST  Trust  one series  of  Common  Securities having  such  terms  including
distributions,  redemption, voting,  liquidation rights or  such restrictions as
shall be set forth therein. The terms of  the Common Securities issued by a U  S
WEST  Trust  will  be substantially  identical  to  the terms  of  the Preferred
Securities issued by such trust and the Common Securities will rank pari  passu,
and payments will be made thereon pro rata, with the Preferred Securities except
that,  upon an event of default under the Declaration, the rights of the holders
of the Common  Securities to payment  in respect of  distributions and  payments
upon liquidation, redemption and otherwise will be subordinated to the rights of
the   holders   of  the   Preferred  Securities.   Except  in   certain  limited
circumstances, the  Common Securities  will  also carry  the  right to  vote  to
appoint, remove or replace any of the U S WEST Trustees of a U S WEST Trust. All
of  the Common  Securities of a  U S WEST  Trust will be  directly or indirectly
owned by U S WEST.

               DESCRIPTION OF THE PREFERRED SECURITIES GUARANTEES

    Set forth  below  is  a  summary of  information  concerning  the  Preferred
Securities  Guarantees which will be executed and  delivered by U S WEST for the
benefit of the holders from time to time of Preferred Securities. Each Preferred
Securities Guarantee will be qualified as an indenture under the Trust Indenture
Act. The First National Bank of Chicago will act as indenture trustee under each
Preferred Securities Guarantee (the "Preferred Guarantee Trustee"). The terms of
each Preferred Securities Guarantee  will be those set  forth in such  Preferred
Securities  Guarantee and those made part of such Preferred Securities Guarantee
by the Trust Indenture Act. The summary  does not purport to be complete and  is
subject  in all respects to the provisions  of, and is qualified in its entirety
by reference to, the form of  Preferred Securities Guarantee, which is filed  as
an  exhibit to the Registration Statement of which this Prospectus forms a part,
and the  Trust Indenture  Act. Each  Guarantee  will be  held by  the  Preferred
Guarantee  Trustee for the benefit of the holders of the Preferred Securities of
the applicable U S WEST Trust.

GENERAL

    Pursuant to each Preferred Securities  Guarantee, U S WEST will  irrevocably
and  unconditionally agree, to the extent set  forth therein, to pay in full, to
the holders  of  the Preferred  Securities  issued by  a  U S  WEST  Trust,  the
Guarantee  Payments (as defined herein)  (except to the extent  paid by such U S
WEST Trust), as and  when due, regardless  of any defense,  right of set-off  or
counterclaim  which  such U  S  WEST Trust  may  have or  assert.  The following
payments with respect to Preferred Securities issued by a U S WEST Trust, to the
extent not paid  by such  U S  WEST Trust  (the "Guarantee  Payments"), will  be
subject to the Preferred Securities Guarantee thereon (without duplication): (i)
any  accrued and  unpaid distributions  which are  required to  be paid  on such
Preferred Securities,  to  the extent  such  U S  WEST  Trust shall  have  funds
available  therefor, (ii) the redemption price, including all accrued and unpaid
distributions (the "Redemption Price"),  to the extent such  U S WEST Trust  has
funds  available therefor  with respect to  any Preferred  Securities called for
redemption by such  U S WEST  Trust and  (iii) upon a  voluntary or  involuntary
dissolution,  winding-up or termination  of such U  S WEST Trust  (other than in
connection with the distribution of Subordinated Debt Securities to the  holders
of  Preferred Securities or the redemption  of all of the Preferred Securities),
the lesser of (a) the  aggregate of the liquidation  amount and all accrued  and
unpaid distributions on such Preferred Securities to the date of payment, to the
extent  such U S WEST  Trust has funds available therefor  and (b) the amount of
assets of such U S WEST Trust remaining available for distribution to holders of
such Preferred Securities  in liquidation of  such U  S WEST Trust.  U S  WEST's
obligation to make a Guarantee Payment may be satisfied by direct payment of the
required  amounts  by U  S WEST  to the  holders of  Preferred Securities  or by
causing the applicable U S WEST Trust to pay such amounts to such holders.

                                       6

    Each Preferred  Securities  Guarantee  will  be  a  full  and  unconditional
guarantee  with respect to the Preferred Securities issued by the applicable U S
WEST Trust from the time of issuance of such Preferred Securities, but will  not
apply  to any payment of distributions except to  the extent such U S WEST Trust
shall have funds available therefor. If  Capital Funding does not make  interest
payments on the Subordinated Debt Securities purchased by a U S WEST Trust and U
S  WEST does not  fulfill its obligations  under the Debt  Guarantee relating to
such  Subordinated  Debt  Securities,  such  U   S  WEST  Trust  will  not   pay
distributions on the Preferred Securities issued by such U S WEST Trust and will
not  have funds  available therefor. See  "Description of  the Subordinated Debt
Securities and the Debt Guarantees -- Certain Covenants."

    U S  WEST has  also  agreed separately  to irrevocably  and  unconditionally
guarantee  the obligations  of the U  S WEST  Trusts with respect  to the Common
Securities (the  "Common  Securities Guarantees")  to  the same  extent  as  the
Preferred  Securities Guarantee, except that upon  an event of default under the
Indenture, holders of Preferred Securities  shall have priority over holders  of
Common  Securities with  respect to  distributions and  payments on liquidation,
redemption or otherwise.

CERTAIN COVENANTS OF U S WEST

    In each Preferred Securities Guarantee, U S WEST will covenant that, so long
as any  Preferred Securities  issued by  the applicable  U S  WEST Trust  remain
outstanding,  if there  shall have occurred  any event that  would constitute an
event of default under such Preferred Securities Guarantee or the Declaration of
such U S  WEST Trust,  then (a)  U S  WEST shall  not (and  shall cause  Capital
Funding  and,  if  it  is a  wholly-owned  subsidiary  of  U S  WEST,  U  S WEST
Communications,  Inc.  not  to)  declare  or  pay  any  dividend  on,  make  any
distributions with respect to, or redeem, purchase or make a liquidation payment
with respect to, any of its capital stock, and (b) U S WEST shall not (and shall
cause  Capital  Funding  not to)  make  any  payment of  interest,  principal or
premium, if  any,  on  or  repay,  repurchase  or  redeem  any  debt  securities
(including  guarantees) issued by  U S WEST  or Capital Funding  which rank pari
passu with or junior to such Subordinated Debt Securities.

MODIFICATION OF THE PREFERRED SECURITIES GUARANTEES; ASSIGNMENT

    Except with respect to any changes which do not adversely affect the  rights
of  holders of Preferred  Securities (in which  case no vote  will be required),
each Preferred Securities Guarantee may be amended only with the prior  approval
of the holders of not less than 66 2/3% in liquidation amount of the outstanding
Preferred  Securities issued  by the  applicable U S  WEST Trust.  The manner of
obtaining any such approval of holders  of such Preferred Securities will be  as
set   forth  in  an  accompanying  Prospectus  Supplement.  All  guarantees  and
agreements  contained  in  a  Preferred  Securities  Guarantee  shall  bind  the
successors,  assigns, receivers,  trustees and representatives  of U  S WEST and
shall inure to the  benefit of the  holders of the  Preferred Securities of  the
applicable U S WEST Trust then outstanding.

TERMINATION

    Each  Preferred  Securities Guarantee  will  terminate as  to  the Preferred
Securities issued by  the applicable U  S WEST  Trust upon full  payment of  the
Redemption  Price  of all  Preferred Securities  of  such U  S WEST  Trust, upon
distribution of the Subordinated Debt Securities held by such U S WEST Trust  to
the  holders of  the Preferred Securities  of such U  S WEST Trust  or upon full
payment of the amounts payable  in accordance with the  Declaration of such U  S
WEST  Trust upon liquidation of  such U S WEST  Trust. Each Preferred Securities
Guarantee will continue to be effective or  will be reinstated, as the case  may
be, if at any time any holder of Preferred Securities issued by the applicable U
S  WEST  Trust  must restore  payment  of  any sums  paid  under  such Preferred
Securities or such Preferred Securities Guarantee.

EVENTS OF DEFAULT

    An event of default under a  Preferred Securities Guarantee will occur  upon
the  failure of  U S  WEST to perform  any of  its payment  or other obligations
thereunder.

    The holders of a majority in liquidation amount of the Preferred  Securities
relating  to such  Preferred Securities Guarantee  have the right  to direct the
time, method and place of conducting any proceeding for any remedy available  to
the  Preferred Guarantee  Trustee in  respect of  the such  Preferred Securities
Guarantee or to direct  the exercise of  any trust or  power conferred upon  the
Preferred Guarantee Trustee

                                       7

under  such Preferred Securities  Guarantee. If the  Preferred Guarantee Trustee
fails to enforce such  Preferred Securities Guarantee,  any holder of  Preferred
Securities relating to such Preferred Securities Guarantee may institute a legal
proceeding  directly  against  U  S  WEST  to  enforce  the  Preferred Guarantee
Trustee's rights  under  such  Preferred  Securities  Guarantee,  without  first
instituting  a legal  proceeding against  the relevant  U S  WEST, the Preferred
Guarantee Trustee or any other person or entity.

STATUS OF THE PREFERRED SECURITIES GUARANTEES

    The Preferred Securities Guarantees will constitute unsecured obligations of
U S WEST and  will rank (i) subordinate  and junior in right  of payment to  all
other  liabilities of U S  WEST, including the Debt  Guarantees, (ii) PARI PASSU
with the most senior preferred or preference stock now or hereafter issued by  U
S  WEST and  with any guarantee  now or  hereafter entered into  by U  S WEST in
respect of any preferred or  preference stock of any affiliate  of U S WEST  and
(iii)  senior to U S WEST's common  stock. The terms of the Preferred Securities
provide that each holder of Preferred Securities  issued by such U S WEST  Trust
by  acceptance thereof agrees to the subordination provisions and other terms of
the Preferred Securities Guarantee relating thereto.

    The Preferred Securities Guarantees will  constitute a guarantee of  payment
and  not of  collection (that  is, the  guaranteed party  may institute  a legal
proceeding directly  against  the guarantor  to  enforce its  rights  under  the
guarantee  without instituting  a legal proceeding  against any  other person or
entity).

INFORMATION CONCERNING THE PREFERRED GUARANTEE TRUSTEE

    The Preferred Guarantee Trustee, prior to  the occurrence of a default  with
respect  to a  Preferred Securities Guarantee,  undertakes to  perform only such
duties as are specifically set forth in such Preferred Securities Guarantee and,
after default, shall exercise  the same degree of  care as a prudent  individual
would  exercise  in the  conduct  of his  or her  own  affairs. Subject  to such
provisions, the Preferred Guarantee Trustee  is under no obligation to  exercise
any  of  the powers  vested in  it by  a Preferred  Securities Guarantee  at the
request of  any  holder  of  Preferred  Securities,  unless  offered  reasonable
indemnity  against the costs,  expenses and liabilities  which might be incurred
thereby.

    U S  WEST and  certain of  its  affiliates maintain  a deposit  account  and
banking  relationship  with  the  Preferred  Guarantee  Trustee.  The  Preferred
Guarantee Trustee serves  as trustee  under other indentures  pursuant to  which
unsecured debt securities of affiliates of U S WEST are outstanding.

GOVERNING LAW

    The  Preferred Securities  Guarantees will be  governed by  and construed in
accordance with the internal laws of the State of New York.

    DESCRIPTION OF THE SUBORDINATED DEBT SECURITIES AND THE DEBT GUARANTEES

    Subordinated Debt Securities may be issued from time to time in one or  more
series  under an  Indenture, dated  as of  September 6,  1995 (the "Indenture"),
among  U  S  WEST,  Capital   Funding  and  Norwest  Bank  Minnesota,   National
Association, as Trustee (the "Debt Trustee"). The terms of the Subordinated Debt
Securities will include those stated in the Indenture and those made part of the
Indenture  by reference to  the Trust Indenture Act.  The following summary does
not purport to be complete and is subject in all respects to the provisions  of,
and  is qualified in its entirety by reference to, the Indenture, which is filed
as an exhibit  to the Registration  Statement of which  this Prospectus forms  a
part,  and the  Trust Indenture Act.  Whenever particular  provisions or defined
terms in the Indenture are referred to herein, such provisions or defined  terms
are incorporated by reference herein. Section and Article references used herein
are references to provisions of the Indenture unless otherwise noted.

GENERAL

    The Subordinated Debt Securities will be unsecured, subordinated obligations
of  Capital Funding. The Indenture does not limit the aggregate principal amount
of Subordinated Debt Securities which may be issued thereunder and provides that
the  Subordinated  Debt  Securities  may  be   issued  from  time  to  time   in

                                       8

one or more series. The Subordinated Debt Securities are issuable in one or more
series pursuant to an indenture supplemental to the Indenture or a resolution of
Capital  Funding's Board  of Directors or  a special committee  thereof (each, a
"Supplemental Indenture") (Section 2.01).

    In the event Subordinated Debt Securities are issued to a U S WEST Trust  or
a  trustee of such trust in connection  with the issuance of Trust Securities by
such U  S WEST  Trust, such  Subordinated Debt  Securities subsequently  may  be
distributed  pro rata to the holders of such Trust Securities in connection with
the dissolution of such  U S WEST  Trust upon the  occurrence of certain  events
described  in the Prospectus Supplement relating  to such Trust Securities. Only
one series of Subordinated Debt Securities will be issued to a U S WEST Trust or
a trustee of such trust in connection  with the issuance of Trust Securities  by
such U S WEST Trust.

    Reference  is made  to the Prospectus  Supplement which  will accompany this
Prospectus for the following terms of the series of Subordinated Debt Securities
being offered  thereby:  (i)  the  specific  title  of  such  Subordinated  Debt
Securities;   (ii)  any  limit  on  the   aggregate  principal  amount  of  such
Subordinated Debt Securities; (iii) the date or dates on which the principal  of
such  Subordinated Debt Securities is  payable and the right,  if any, to extend
such date or  dates; (iv)  the rate  or rates  at which  such Subordinated  Debt
Securities  will bear interest  or the method  of determination of  such rate or
rates; (v) the date or dates from which such interest shall accrue, the interest
payment dates  on  which  such  interest  will  be  payable  or  the  manner  of
determination  of  such interest  payment  dates and  the  record dates  for the
determination of  holders to  whom  interest is  payable  on any  such  interest
payment  dates; (vi) the right,  if any, to extend  the interest payment periods
and the duration of  such extension; (vii) the  period or periods within  which,
the  price or  prices at which,  and the  terms and conditions  upon which, such
Subordinated Debt Securities may be redeemed, in whole or in part, at the option
of Capital  Funding; (viii)  the right  and/or obligation,  if any,  of  Capital
Funding  to redeem or purchase such Subordinated Debt Securities pursuant to any
sinking fund or analogous provisions or at the option of the holder thereof  and
the period or periods for which, the price or prices at which, and the terms and
conditions  upon which, such  Subordinated Debt Securities  shall be redeemed or
purchased, in whole or part, pursuant to such right and/or obligation; (ix)  the
terms  of subordination; (x) the form of such Subordinated Debt Securities; (xi)
if other  than  denominations of  $25  or  any integral  multiple  thereof,  the
denominations  in  which such  Subordinated Debt  Securities shall  be issuable;
(xii) any and all other  terms with respect to  such series; and (xiii)  whether
such Subordinated Debt Securities are issuable as a global security, and in such
case, the identity of the depositary. (Section 2.01).

    The  Indenture  does  not  contain any  provisions  that  afford  holders of
Subordinated Debt  Securities protection  in  the event  of a  highly  leveraged
transaction involving U S WEST or Capital Funding.

DEBT GUARANTEES

    The  Indenture  provides  that  U  S  WEST  will  fully  and unconditionally
guarantee the due and  punctual payment of the  principal, premium, if any,  and
interest  on the Subordinated Debt Securities when  and as the same shall become
due and payable,  whether at  maturity, upon redemption  or otherwise.  (Section
2.12) Since U S WEST is a holding company, the right of U S WEST and, hence, the
right  of creditors of U S WEST  (including the holders of the Subordinated Debt
Securities) to participate in any distribution of the assets of any subsidiaries
of U S WEST, whether upon liquidation, reorganization, or otherwise, is  subject
to prior claims of creditors of the subsidiary, except to the extent that claims
of U S WEST itself as a creditor of a subsidiary may be recognized.

SUBORDINATION

    The Subordinated Debt Securities will be subordinated and junior in right of
payment to certain other indebtedness of Capital Funding and the Debt Guarantees
will   be  subordinated  and  junior  in  right  of  payment  to  certain  other
indebtedness of U S WEST  to the extent set  forth in the Prospectus  Supplement
that will accompany this Prospectus.

CERTAIN COVENANTS

    If  Subordinated Debt Securities are issued to a U S WEST Trust or a trustee
of such trust in connection  with the issuance of Trust  Securities by such U  S
WEST    Trust   and   (i)   there   shall   have   occurred   any   event   that

                                       9

would constitute an Event of Default or (ii)  U S WEST shall be in default  with
respect to its payment of any obligations under the related Preferred Securities
Guarantee  or Common Securities Guarantee, then (a) U S WEST and Capital Funding
shall not (and, if it is a wholly-owned  subsidiary of U S WEST, U S WEST  shall
cause U S WEST Communications, Inc. not to) declare or pay any dividend on, make
any  distributions with  respect to, or  redeem, purchase or  make a liquidation
payment with respect to, any of its capital stock, and (b) U S WEST and  Capital
Funding shall not make any payment of interest, principal or premium, if any, on
or repay, repurchase or redeem any debt securities (including guarantees) issued
by  U S WEST  or Capital Funding  which rank pari  passu with or  junior to such
Subordinated Debt Securities.

    If Subordinated Debt Securities are issued to a U S WEST Trust or a  trustee
of  such trust in connection  with the issuance of Trust  Securities by such U S
WEST Trust and Capital Funding shall have given notice of its election to  defer
payments  of  interest on  such Subordinated  Debt  Securities by  extending the
interest payment period  as provided in  the Indenture and  such period, or  any
extension  thereof, shall be continuing,  then (a) U S  WEST and Capital Funding
shall not (and, if it is a wholly-owned  subsidiary of U S WEST, U S WEST  shall
cause U S WEST Communications, Inc. not to) declare or pay any dividend on, make
any  distributions with  respect to, or  redeem, purchase or  make a liquidation
payment with respect to, any of its capital stock, and (b) U S WEST and  Capital
Funding shall not make any payment of interest, principal or premium, if any, on
or repay, repurchase or redeem any debt securities (including guarantees) issued
by  U S WEST  or Capital Funding  which rank pari  passu with or  junior to such
Subordinated Debt Securities.

    In the event Subordinated Debt Securities are issued to a U S WEST Trust  or
a  trustee of such trust in connection  with the issuance of Trust Securities of
such U S WEST Trust, for so long as such Trust Securities remain outstanding,  U
S  WEST will covenant (i)  to directly or indirectly  maintain 100% ownership of
the Common  Securities of  such U  S  WEST Trust;  provided, however,  that  any
permitted  successor of U S  WEST under the Indenture may  succeed to U S WEST's
ownership of such Common Securities, (ii) to use its reasonable efforts to cause
such U  S  WEST Trust  (a)  to remain  a  statutory business  trust,  except  in
connection  with the distribution of Subordinated Debt Securities to the holders
of Trust Securities in liquidation of such U S WEST Trust, the redemption of all
of  the  Trust  Securities  of  such  U  S  WEST  Trust,  or  certain   mergers,
consolidations  or amalgamations, each as permitted by the Declaration of such U
S WEST  Trust,  and  (b) to  otherwise  continue  not to  be  classified  as  an
association  taxable as a  corporation or partnership  for United States federal
income tax purposes and (iii) to use its reasonable efforts to cause each holder
of Trust Securities to be treated as owning an undivided beneficial interest  in
the Subordinated Debt Securities. (Section 4.07).

FORM, EXCHANGE, REGISTRATION AND TRANSFER

    Subordinated  Debt Securities  of each series  will be  issued in registered
form and  in either  certificated form  or  represented by  one or  more  global
securities.  If not represented  by one or  more global securities, Subordinated
Debt Securities may be presented for registration of transfer (with the form  of
transfer  endorsed  thereon duly  executed) or  exchange, at  the office  of the
Debenture Registrar or at the office of any transfer agent designated by Capital
Funding for  such  purpose with  respect  to  any series  of  Subordinated  Debt
Securities  and  referred to  in  an applicable  Prospectus  Supplement, without
service charge and upon payment of  any taxes and other governmental charges  as
described  in the Indenture. Such transfer or exchange will be effected upon the
Debenture Registrar or such transfer agent, as the case may be, being  satisfied
with  the documents  of title  and identity  of the  person making  the request.
Capital Funding  has appointed  the  Debt Trustee  as Debenture  Registrar  with
respect  to the  Subordinated Debt Securities.  (Section 2.05).  If a Prospectus
Supplement  refers  to  any  transfer  agents  (in  addition  to  the  Debenture
Registrar) initially designated by Capital Funding with respect to any series of
Subordinated  Debt  Securities,  Capital Funding  may  at any  time  rescind the
designation of  any such  transfer agent  or approve  a change  in the  location
through  which any such transfer agent acts, except that Capital Funding will be
required to maintain a transfer agent in each Place of Payment for such  series.
(Section  4.02). Capital Funding  may at any  time designate additional transfer
agents with respect to any series of Subordinated Debt Securities.

    In the  event  of any  redemption  in part,  Capital  Funding shall  not  be
required  to (i)  issue, register the  transfer of or  exchange any Subordinated
Debt   Securities   during    a   period   beginning    at   the   opening    of

                                       10

business  15  days  before any  selection  for redemption  of  Subordinated Debt
Securities of  like tenor  and of  the series  of which  such Subordinated  Debt
Securities  are a part, and ending at the close of business on the earliest date
on which the relevant notice of redemption  is deemed to have been given to  all
holders  of Subordinated Debt Securities of like  tenor and of such series to be
redeemed and (ii)  register the transfer  of or exchange  any Subordinated  Debt
Securities  so  selected  for  redemption,  in  whole  or  in  part,  except the
unredeemed portion of any Subordinated  Debt Securities being redeemed in  part.
(Section 2.05).

PAYMENT AND PAYING AGENTS

    Unless  otherwise indicated in an  applicable Prospectus Supplement, payment
of principal of and premium (if any) on any Subordinated Debt Securities will be
made only  against surrender  to  the Paying  Agent  of such  Subordinated  Debt
Securities.  Unless otherwise indicated in  an applicable Prospectus Supplement,
principal of  and  any  premium  and interest,  if  any,  on  Subordinated  Debt
Securities  will be payable, subject to  any applicable laws and regulations, at
the office  of  such  Paying Agent  or  Paying  Agents as  Capital  Funding  may
designate  from  time to  time, except  that  at the  option of  Capital Funding
payment of any interest may be made by check mailed to the address of the person
entitled thereto as  such address shall  appear in the  Debenture Register  with
respect  to such Subordinated Debt  Securities. (Section 4.03). Unless otherwise
indicated in  an applicable  Prospectus  Supplement, payment  of interest  on  a
Subordinated  Debt Security  on any  Interest Payment Date  will be  made to the
person in whose name such  Subordinated Debt Security (or predecessor  security)
is  registered at  the close  of business  on the  Regular Record  Date for such
interest payment. (Section 2.03).

    Capital Funding will act  as Paying Agent with  respect to the  Subordinated
Debt  Securities. Capital  Funding may at  any time  designate additional Paying
Agents or rescind the designation  of any Paying Agents  or approve a change  in
the office through which any Paying Agent acts, except that Capital Funding will
be  required to maintain a Paying Agent in each Place of Payment for each series
of the respective Subordinated Debt Securities. (Sections 4.02 and 4.03).

    All moneys paid by Capital Funding to a Paying Agent for the payment of  the
principal of or premium or interest, if any, on any Subordinated Debt Securities
of  any  series  which remain  unclaimed  at the  end  of two  years  after such
principal, premium, if any, or interest  shall have become due and payable  will
be repaid to Capital Funding and the holder of such Subordinated Debt Securities
will  thereafter  look only  to Capital  Funding  for payment  thereof. (Section
11.05).

GLOBAL SECURITIES

    If any Subordinated Debt  Securities of a series  are represented by one  or
more  global securities (each,  a "Global Security"),  the applicable Prospectus
Supplement will  describe  the circumstances,  if  any, under  which  beneficial
owners  of interests in any such Global Security may exchange such interests for
Subordinated Debt Securities  of such  series and  of like  tenor and  principal
amount in any authorized form and denomination. Principal of and any premium and
interest  on a Global  Security will be  payable in the  manner described in the
applicable Prospectus Supplement. (Section 2.11).

    The specific terms of the depositary arrangement with respect to any portion
of a  series of  Subordinated Debt  Securities  to be  represented by  a  Global
Security will be described in the applicable Prospectus Supplement.

MODIFICATION OF THE INDENTURE

    The  Indenture contains provisions permitting U  S WEST, Capital Funding and
the Debt Trustee, with the consent of the holders of not less than a majority in
principal amount of the  Subordinated Debt Securities of  each series which  are
affected  by  the  modification, to  modify  the Indenture  or  any supplemental
indenture affecting that series or the rights  of the holders of that series  of
Subordinated  Debt Securities; provided  that no such  modification may, without
the consent  of  the  holder  of each  outstanding  Subordinated  Debt  Security
affected  thereby,  (i)  extend  the fixed  maturity  of  any  Subordinated Debt
Securities of any series, or reduce the principal amount thereof, or reduce  the
rate  or extend the time  of payment of interest  thereon, or reduce any premium
payable upon  the redemption  thereof,  without the  consent  of the  holder  of

                                       11

each  Subordinated Debt  Security so affected  or (ii) reduce  the percentage of
Subordinated Debt Securities, the  holders of which are  required to consent  to
any such supplemental indenture, without the consent of the holders of each then
outstanding Subordinated Debt Security affected thereby. (Section 9.02).

    In  addition, U S  WEST, Capital Funding  and the Debt  Trustee may execute,
without  the  consent  of  any  holder  of  Subordinated  Debt  Securities,  any
supplemental  indenture for certain other  usual purposes including the creation
of any new  series of  Subordinated Debt  Securities. (Sections  2.01, 9.01  and
10.01).

EVENTS OF DEFAULT

    The  Indenture  provides that  any one  or more  of the  following described
events which has occurred  and is continuing constitutes  an "Event of  Default"
withrespect to each series of Subordinated Debt Securities:

        (a)  failure  for  90 days  to  pay  interest on  the  Subordinated Debt
    Securities of  that series,  including any  Additional Interest  in  respect
    thereof, when due; provided, however, that a valid extension of the interest
    payment  period by  Capital Funding  shall not  constitute a  default in the
    payment of interest for this purpose; or

        (b) failure to  pay principal or  premium, if any,  on the  Subordinated
    Debt Securities of that series when due whether at maturity, upon redemption
    by  declaration  or otherwise,  or  to make  any  sinking fund  payment with
    respect to that  series; provided, however,  that a valid  extension of  the
    maturity of such Subordinated Debt Securities shall not constitute a default
    for this purpose; or

        (c)  failure to observe or perform  any other covenant (other than those
    specifically relating to another series)  contained in the Indenture for  90
    days  after written notice to  Capital Funding from the  Debt Trustee or the
    holders of at least 25% in principal amount of the outstanding  Subordinated
    Debt Securities of that series; or

        (d)  certain events in  bankruptcy, insolvency or  reorganization of U S
    WEST or Capital Funding; or

        (e) in the event Subordinated Debt Securities  are issued to a U S  WEST
    Trust  or a trustee of  such trust in connection  with the issuance of Trust
    Securities by such U S WEST Trust, the voluntary or involuntary dissolution,
    winding-up or termination of such U S WEST Trust, except in connection  with
    the  distribution of  Subordinated Debt Securities  to the  holders of Trust
    Securities in liquidation of such U S  WEST Trust, the redemption of all  of
    the   Trust  Securities  of  such  U  S  WEST  Trust,  or  certain  mergers,
    consolidations or amalgamations,  each as  permitted by  the Declaration  of
    such U S WEST Trust. (Section 6.01).

    The  holders of a majority in  aggregate outstanding principal amount of any
series of the Subordinated  Debt Securities have the  right to direct the  time,
method  and place of conducting  any proceeding for any  remedy available to the
Debt Trustee for that series. (Section 6.06). The Debt Trustee or the holders of
not less than 25%  in aggregate outstanding principal  amount of any  particular
series  of the  Subordinated Debt Securities  may declare the  principal due and
payable immediately on default with respect to such series, but the holders of a
majority in aggregate outstanding principal amount of such series may annul such
declaration and waive the default with respect to such series if the default has
been cured and a sum sufficient to pay all matured installments of interest  and
principal due otherwise than by acceleration and any applicable premium has been
deposited with the Debt Trustee. (Sections 6.01 and 6.06).

    The  holders of a majority in  aggregate outstanding principal amount of any
series of the Subordinated  Debt Securities affected thereby  may, on behalf  of
the  holders of all the  Subordinated Debt Securities of  such series, waive any
past default, except (i) a default in the payment of principal, premium, if any,
or interest (unless such default has been cured and a sum sufficient to pay  all
matured   installments  of  interest   and  principal  due   otherwise  than  by
acceleration and  any  applicable  premium  has been  deposited  with  the  Debt
Trustee)  or (ii) a  default in the  covenants described in  the first or second
paragraph under "-- Certain Covenants." (Section 6.06).

                                       12

CONSOLIDATION, MERGER AND SALE

    The Indenture does not contain any covenant which restricts the ability of U
S WEST  or Capital  Funding  to merge  or consolidate  with  or into  any  other
corporation,  sell  or convey  all or  substantially  all of  its assets  to any
person, firm or corporation or  otherwise engage in restructuring  transactions.
(Section 10.01).

DEFEASANCE AND DISCHARGE

    Under  the terms  of the  Indenture, U  S WEST  and Capital  Funding will be
discharged from any  and all  obligations in  respect of  the Subordinated  Debt
Securities  of  any  series (except  in  each  case for  certain  obligations to
register the  transfer  or exchange  of  Subordinated Debt  Securities,  replace
stolen, lost or mutilated Subordinated Debt Securities, maintain paying agencies
and  hold moneys for payment in trust) if Capital Funding deposits with the Debt
Trustee, in trust, moneys or Government Obligations, in an amount sufficient  to
pay  all the principal of, and interest  on, the Subordinated Debt Securities of
such series on the dates such payments  are due in accordance with the terms  of
such Subordinated Debt Securities. (Sections 11.01 and 11.02).

GOVERNING LAW

    The  Indenture, the Subordinated Debt Securities and the Debt Guarantee will
be governed by, and construed in accordance with, the internal laws of the State
of New York. (Section 13.05).

INFORMATION CONCERNING THE DEBT TRUSTEE

    The Debt Trustee, prior to default,  undertakes to perform only such  duties
as  are  specifically  set forth  in  the  Indenture and,  after  default, shall
exercise the same degree of care as  a prudent individual would exercise in  the
conduct  of his or her  own affairs. (Section 7.01).  Subject to such provision,
the Debt Trustee is under no obligation to exercise any of the powers vested  in
it  by  the  Indenture  at  the  request  of  any  holder  of  Subordinated Debt
Securities, unless  offered  reasonable indemnity  by  such holder  against  the
costs, expenses and liabilities which might be incurred thereby. (Section 7.02).
The  Debt Trustee is not  required to expand or risk  its own funds or otherwise
incur personal financial liability in the performance of its duties if the  Debt
Trustee  reasonably  believes  that  repayment  or  adequate  indemnity  is  not
reasonably assured to it. (Section 7.01).

    U S WEST and certain of its affiliates, including Capital Funding,  maintain
a  deposit  account and  banking relationship  with the  Debt Trustee.  The Debt
Trustee serves as  trustee under  other indentures pursuant  to which  unsecured
debt securities of U S WEST are outstanding.

MISCELLANEOUS

    Capital  Funding and U S WEST will have the right at all times to assign any
of their respective  rights or obligations  under the Indenture  to a direct  or
indirect wholly-owned subsidiary of U S WEST; provided that, in the event of any
such  assignment, Capital Funding and U S WEST,  as the case may be, will remain
liable for all of  their respective obligations. Subject  to the foregoing,  the
Indenture  will be binding upon and inure  to the benefit of the parties thereto
and their respective successors and assigns. The Indenture provides that it  may
not otherwise be assigned by the parties thereto. (Section 13.11).

                              PLAN OF DISTRIBUTION

    Capital  Funding may sell any series of Subordinated Debt Securities and the
U S WEST Trusts may sell the Preferred Securities being offered hereby in one or
more of the following ways from time to time: (i) to underwriters for resale  to
the  public  or  to  institutional  investors;  (ii)  directly  to institutional
investors; or (iii) through agents to the public or to institutional  investors.
The  Prospectus Supplement with respect to any Offered Securities will set forth
the terms of  the offering  of such Offered  Securities, including  the name  or
names  of  any  underwriters  or  agents, the  purchase  price  of  such Offered
Securities and the proceeds to Capital Funding or the applicable U S WEST Trust,
as the case may be,  from such sale, any  underwriting discounts or agency  fees
and other item's constituting underwriters' or agents' compensation, any initial
public offering price, any discounts or concessions allowed or reallowed or paid
to  dealers and any securities exchanges on which such Offered Securities may be
listed.

                                       13

    If underwriters  are used  in  the sale,  such  Offered Securities  will  be
acquired  by the underwriters for their own  account and may be resold from time
to time in  one or more  transactions, including negotiated  transactions, at  a
fixed public offering price or at varying prices determined at the time of sale.

    Unless  otherwise set forth in the Prospectus Supplement, the obligations of
the underwriters to purchase any series of Offered Securities will be subject to
certain conditions precedent and the underwriters will be obligated to  purchase
all of such series of Offered Securities, if any are purchased.

    Underwriters and agents may be entitled under agreements entered into with U
S  WEST, Capital Funding and/or a U S WEST Trust to indemnification by U S WEST,
Capital Funding and/or such  U S WEST Trust  against certain civil  liabilities,
including  liabilities under the Securities Act, or to contribution with respect
to payments which the underwriters or agents may be required to make in  respect
thereof.  Underwriters and  agents may be  customers of,  engage in transactions
with, or perform services for U S WEST and its affiliates in the ordinary course
of business.

    Each series of Offered Securities will be a new issue of securities and will
have no established trading market. Any underwriters to whom Offered  Securities
are  sold by Capital Funding or by a U S WEST Trust for public offering and sale
may make a market in such Offered Securities, but such underwriters will not  be
obligated  to do so  and may discontinue  any market making  at any time without
notice. The Offered Securities may or may not be listed on a national securities
exchange.

                                 LEGAL OPINIONS

    Certain matters of Delaware  law relating to the  validity of the  Preferred
Securities  will be passed  upon for the U  S WEST Trusts  by Richards, Layton &
Finger, Wilmington, Delaware, special Delaware counsel  to the U S WEST  Trusts.
The   validity  of  the  Preferred   Securities  Guarantees,  Subordinated  Debt
Securities and Debt Guarantees and  certain legal matters relating thereto  will
be  passed upon by Weil,  Gotshal & Manges, New York,  New York. Weil, Gotshal &
Manges will rely  on the opinion  of Stephen E.  Brilz, Senior Attorney  of U  S
WEST, as to certain matters of Colorado law. Certain matters as to United States
federal income taxation will also be passed upon by Weil, Gotshal & Manges.

                                    EXPERTS

    The   consolidated  financial  statements  and  the  consolidated  financial
statement schedule included in  U S WEST's  Annual Report on  Form 10-K for  the
year ended December 31, 1994 are incorporated herein by reference in reliance on
the   reports  of  Coopers  &   Lybrand  L.L.P.,  independent  certified  public
accountants, given upon the authority of that firm as experts in accounting  and
auditing.

                                       14

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

    NO  DEALER, SALESPERSON OR OTHER INDIVIDUAL  HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR  TO  MAKE  ANY  REPRESENTATIONS OTHER  THAN  THOSE  CONTAINED  OR
INCORPORATED  BY REFERENCE  IN THIS PROSPECTUS  SUPPLEMENT OR  THE PROSPECTUS IN
CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS SUPPLEMENT AND THE  PROSPECTUS
AND,  IF GIVEN OR MADE,  SUCH INFORMATION OR REPRESENTATIONS  MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY  U S WEST, INC., U  S WEST FINANCING I OR  THE
UNDERWRITERS.  NEITHER  THE  DELIVERY  OF  THIS  PROSPECTUS  SUPPLEMENT  AND THE
PROSPECTUS  NOR  ANY  SALE  MADE  HEREUNDER  AND  THEREUNDER  SHALL  UNDER   ANY
CIRCUMSTANCE  CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS
OF U S WEST, INC. OR U S WEST FINANCING I SINCE THE DATE HEREOF. THIS PROSPECTUS
SUPPLEMENT AND THE  PROSPECTUS DO  NOT CONSTITUTE  AN OFFER  OR SOLICITATION  BY
ANYONE  IN ANY STATE IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN
WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO  OR
TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICIATION.

                            ------------------------

                               TABLE OF CONTENTS
                             PROSPECTUS SUPPLEMENT


                                                    PAGE
                                                    -----
                                              
Summary Financial Data.........................         S-3
U S WEST, Inc..................................         S-4
U S WEST Capital Funding, Inc..................         S-4
U S WEST Financing I...........................         S-4
Ratio of Earnings to Combined Fixed Charges and
 Preferred Stock Dividends.....................         S-5
Recent Developments............................         S-5
Risk Factors...................................         S-7
Capitalization of U S WEST.....................        S-10
Accounting Treatment...........................        S-11
Use of Proceeds................................        S-11
Descriptions of the Preferred Securities.......        S-11
Description of the Subordinated Debt Securities
 and the Debt Guarantee........................        S-21
Effect of Obligations Under the Subordinated
 Debt Securities, The Debt Guarantee and the
 Preferred Securities Guarantee................        S-26
Certain Federal Income Tax Consequences........        S-27
Underwriting...................................        S-30
Legal Matters..................................        S-32


                         PROSPECTUS
                                              
Available Information..........................           2
Incorporation of Certain Documents by
 Reference.....................................           3
U S WEST Capital Funding, Inc..................           4
The U S WEST Financing Trusts..................           4
U S WEST, Inc..................................           4
Ratio of Earnings to Fixed Charges.............           5
Use of Proceeds................................           5
Description of the Preferred Securities........           5
Description of the Preferred Securities
 Guarantees....................................           6
Description of the Subordinated Debt Securities
 and the Debt Guarantees.......................           8
Plan of Distribution...........................          13
Legal Opinions.................................          14
Experts........................................          14


                                   24,000,000
                              PREFERRED SECURITIES
                                     [LOGO]

                              U S WEST FINANCING I

                             7.96% TRUST ORIGINATED
                         PREFERRED SECURITIES ("TOPRS")
                            GUARANTEED TO THE EXTENT
                              SET FORTH HEREIN BY

                                 U S WEST, INC.

                            ------------------------

                             PROSPECTUS SUPPLEMENT

                            ------------------------

                              MERRILL LYNCH & CO.
                              GOLDMAN, SACHS & CO.
                           DEAN WITTER REYNOLDS INC.
                           A.G. EDWARDS & SONS, INC.
                              LEHMAN BROTHERS INC.
                              MORGAN STANLEY & CO.
                                  INCORPORATED
                            PAINEWEBBER INCORPORATED
                       PRUDENTIAL SECURITIES INCORPORATED
                              SALOMON BROTHERS INC
                               SMITH BARNEY INC.

                               SEPTEMBER 6, 1995

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------