- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
 
                            ------------------------
 
                                 SCHEDULE 13E-4
       ISSUER TENDER OFFER STATEMENT (PURSUANT TO SECTION 13(E)(1) OF THE
                        SECURITIES EXCHANGE ACT OF 1934)
 
                            ------------------------
 
   
                               (AMENDMENT NO. 1)
    
 
                                 U S WEST, INC.
                              U S WEST FINANCING I
                             U S WEST FINANCING II
                                (Name of Issuer)
 
                         U S WEST CAPITAL FUNDING, INC.
                      (Name of Person(s) Filing Statement)
 
                                            
 7.96% TRUST ORIGINATED PREFERRED SECURITIES                     90338D204
    (LIQUIDATION AMOUNT $25 PER SECURITY)
           OF U S WEST FINANCING I
 
8 1/4% TRUST ORIGINATED PREFERRED SECURITIES                     90338M204
    (LIQUIDATION AMOUNT $25 PER SECURITY)
          OF U S WEST FINANCING II
  GUARANTEES BY U S WEST, INC. OF PREFERRED
                 SECURITIES
           OF U S WEST FINANCING I
          AND U S WEST FINANCING II
 
       (Title of Class of Securities)              (CUSIP Number of Class of Securities)


 
                             STEPHEN E. BRILZ, ESQ.
                                 U S WEST, INC.
                             7800 EAST ORCHARD ROAD
                           ENGLEWOOD, COLORADO 80111
                                 (303) 793-6500
 
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
            Communications of Behalf of Person(s) Filing Statement)
 
                                   COPIES TO:
 
   
                             DENNIS J. BLOCK, ESQ.
                           WEIL, GOTSHAL & MANGES LLP
                                767 FIFTH AVENUE
                            NEW YORK, NEW YORK 10153
                                 (212) 310-8000
    
 
    INSTRUCTION. When submitting this statement in paper format, ten copies of
    this statement, including all exhibits, shall be filed with the Commission.
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                             INTRODUCTORY STATEMENT
 
   
    This Schedule 13E-4, as amended, relates to (a) the offer by U S WEST
Capital Funding, Inc. ("Capital Funding") to holders of 7.96% Trust Originated
Preferred Securities (the "Old Series I Preferred Securities") of U S WEST
Financing I to exchange their securities for either (i) an equal amount of 9.30%
Trust Originated Preferred Securities of MediaOne Finance Trust I or (ii) $25.75
in cash per Old Series I Preferred Security and (b) the offer by Capital Funding
to holders of 8 1/4% Trust Originated Preferred Securities (the "Old Series II
Preferred Securities") of U S WEST Financing II to exchange their securities for
either (i) an equal amount of 9 1/2% Trust Originated Preferred Securities of
MediaOne Finance Trust II or (ii) $26.30 in cash per Old Series II Preferred
Security. The Old Series I Preferred Securities and the Old Series II Preferred
Securities are guaranteed, to the extent the applicable trust has funds
available therefor, by U S WEST, Inc. Each of the offers is referred to herein
individually as an "Offer" and collectively as the "Offers." Each Offer is being
made on the terms and subject to the conditions set forth in an Offer to
Exchange and Consent Solicitation, dated May 8, 1998, and the related Letter of
Transmittal and Consent.
    
 
ITEM 9.  MATERIAL TO BE FILED AS EXHIBITS.
 
   
                        
(a)        Exhibit (a)(1)     Offer to Exchange and Consent Solicitation, dated May 8, 1998
                              (incorporated by reference to the prospectus contained in the
                              Registration Statement on Form S-4 filed by U S WEST, Inc.,
                              MediaOne Group Funding, Inc., MediaOne Finance Trust I and
                              MediaOne Finance Trust II with the Commission on April 15, 1998
                              (Registration No. 333-50227) (the "Registration Statement)).


    
 
                                       1

                                   SIGNATURE
 
    After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
 
   
                               
                                U S WEST CAPITAL FUNDING, INC.
 
                                By:             /s/ STEPHEN E. BRILZ
                                     -----------------------------------------
                                               Name: Stephen E. Brilz
                                                  Title: SECRETARY


    
 
   
Dated: May 11, 1998
    
 
                                       2

                                 EXHIBIT INDEX
 
   


 EXHIBIT                                                  DESCRIPTION
- ---------  ---------------------------------------------------------------------------------------------------------
        
   (a)(1)  Offer to Exchange and Consent Solicitation, dated May 8, 1998 (incorporated by reference to the
           prospectus contained in the Registration Statement).

    
 
                                       3