EXHIBIT 2-A.14
                                                                 CONFORMED COPY


                         AMENDMENT NO. 1 TO TENDER OFFER
                             AND PURCHASE AGREEMENT

         AMENDMENT NO. 1 (this  "Amendment") dated as of July 18, 1999 to TENDER
OFFER AND PURCHASE  AGREEMENT (as amended,  the "TOP Agreement") dated as of May
16, 1999  between  GLOBAL  CROSSING  LTD.,  a company  formed  under the laws of
Bermuda ("Global"), and U S WEST, Inc., a Delaware corporation ("USW").

                               W I T N E S S E T H

         The parties hereto agree that the TOP Agreement is amended as follows:

         SECTION 1.  Amendment.  (a) Section 4.1 of the TOP Agreement is hereby
amended by a new clause (g) to read as follows:

                  "(g) Global  shall not enter into any  agreement  granting any
         person (an "Other Security  Holder")  demand or piggyback  registration
         rights  with  respect to such Other  Security  Holder's  securities  of
         Global in any  registration  on a basis  more  favorable  to such Other
         Security Holder than is provided to USW pursuant to this Agreement."

         (b) Section 4.4 of the TOP  Agreement is hereby  amended by deleting it
in its entirety.

         SECTION 2.  Effectiveness.  This Amendment shall be deemed effective as
of the date first set forth above.  Except as amended hereby,  the TOP Agreement
shall remain in full force and effect and shall be otherwise unaffected hereby.

         SECTION 3. Governing Law.  This Amendment shall be deemed to be a
contract made under the internal laws of the State of New York.

         SECTION 4. Counterparts.  This Amendment may be executed in two or more
counterparts, and by the different parties hereto in separate counterparts, each
of which when executed  shall be deemed to be an original but all of which taken
together shall constitute one and the same agreement.









         IN WITNESS  WHEREOF,  USW and Global have caused this  Amendment  to be
executed  as of the  date  first  written  above by  their  respective  officers
thereunto duly authorized.

                                 GLOBAL CROSSING LTD.


                                 By:      /s/ Robert Annunziata
                                       Name:  Robert Annunziata
                                       Title:    Chief Executive Officer


                                 U S WEST, INC.


                                 By:      /s/ Solomon D. Trujillo
                                       Name:  Solomon D. Trujillo
                                       Title:    Chairman, President and Chief
                                                    Executive Officer



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