EXHIBIT 8-A

                   [Weil, Gotshal & Manges LLP Letterhead]

                                     May 4, 1998

U S WEST, Inc.
7800 East Orchard Road
Englewood, Colorado 80111

Ladies and Gentlemen:

          We have acted as counsel to U S WEST, Inc., a Delaware corporation 
("U S WEST"), U S WEST Capital Funding, Inc. ("Capital Funding"), a Colorado 
corporation and a wholly-owned subsidiary of U S WEST, MediaOne Group 
Funding, Inc., a Delaware corporation and wholly-owned subsidiary of U S 
WEST, U S WEST Financing I, a Delaware business trust, U S WEST Financing II, 
a Delaware business trust, MediaOne Finance Trust I, a Delaware business 
trust, and MediaOne Finance Trust II, a Delaware business trust, in 
connection with the preparation and filing with the Securities and Exchange 
Commission (the "Commission") of the Registration Statement on Form S-4, as 
amended to the date hereof, filed with the Commission (the "Registration 
Statement") under the Securities Act of 1933, as amended, and of the 
Prospectus forming a part of the Registration Statement (the "Prospectus") 
with respect to Capital Funding's offer (i) to holders of 7.96% Trust 
Originated Preferred Securities of U S WEST Financing I to exchange such 
securities for Trust Originated Preferred Securities of MediaOne Finance 
Trust I or cash and (ii) to holders of 8.25% Trust Originated Preferred 
Securities of U S WEST Financing II to exchange such securities for Trust 
Originated Preferred Securities of MediaOne Finance Trust II or cash.  All 
capitalized terms not otherwise defined herein shall have the same meaning 
ascribed thereto in the Registration Statement.

          In so acting, we have examined originals or copies, certified or 
otherwise identified to our satisfaction, of the Registration Statement, the 
Prospectus, the draft of the Amended and Restated Declaration of Trust of 
MediaOne Finance Trust I and the draft of the Amended and Restated 
Declaration of Trust of MediaOne Finance Trust II (collectively, the 
"Declarations"), the draft form of New Preferred Securities and New Common 
Securities, and the draft form of the New Indenture, the New Common 
Securities Guarantees, the New Debt Guarantees, the New Preferred Securities 
Guarantees and the Proposed Amendments (collectively, the "Agreements").  In 
addition, we have examined 


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Page 2

originals or copies, certified or otherwise identified to our satisfaction, of
such corporate records, agreements, documents and other instruments, and have
made such inquiries of such officers and representatives of U S WEST, MediaOne
Finance Trust I and MediaOne Finance Trust II as we have deemed relevant and
necessary as a basis for the opinion hereinafter set forth.

          In such examination, we have assumed the genuineness of all 
signatures to be submitted to us, the authenticity of all documents to be 
submitted to us as originals, the conformity to original documents of 
documents to be submitted to us as certified or photostatic copies and the 
authenticity of the original of such latter documents.  We have further 
assumed (i) that the Declarations, the Proposed Amendments and the New 
Preferred Securities as executed and delivered by the requisite signatories 
thereto will conform in substance and form in all material respects to the 
draft forms thereof examined by us, (ii) full and timely compliance by all 
parties to the Agreements with the terms thereof (without waiver or amendment 
of any of the terms thereof) and (iii) that the Agreements will constitute 
all the agreements, arrangements and understandings among the parties thereto 
with respect to the transactions contemplated therein and to the New 
Preferred Securities and any non-tendered Old Preferred Securities and that 
the representations and warranties contained therein are true.

          The terms of the Agreements and the New Preferred Securities are
incorporated herein by reference.

          Based on the foregoing, it is our opinion that the discussion 
contained in the Registration Statement, under the caption "Certain Federal 
Income Tax Consequences," insofar as it constitutes statements of law or 
legal conclusions and except to the extent qualified therein, represents the 
material United States federal income tax consequences to the holders of Old 
Preferred Securities of the offers and the MediaOne Debt Assumption and the 
ownership and disposition of New Preferred Securities and of Old Preferred 
Securities not tendered in the Offers.

          The foregoing opinion is based on current provisions of the Internal
Revenue Code of 1986, as amended, the Treasury Regulations promulgated
thereunder (including proposed Treasury Regulations), published pronouncements
of the Internal Revenue Service, and case law, any of which may be changed at
any time with retroactive effect.  We express no opinion as to matters not
specifically covered by the foregoing opinion or as to the effect 


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Page 3

on the matters covered by this opinion of the laws of any other jurisdiction. 
Additionally, we undertake no obligation to update this opinion in the event 
there is either a change in the legal authorities, facts or documents on 
which this opinion is based, or an inaccuracy in any of the assumptions, 
representations or warranties upon which we have relied in rendering this 
opinion.

          We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement and to the references to our firm under
the captions "Certain Federal Income Tax Consequences" and "Legal Matters" in
the Prospectus.  


                                        Very truly yours,


                                        /s/ Weil, Gotshal & Manges LLP