Exhibit 99

The following unaudited pro forma condensed combined statements of operations of
MediaOne  Group  for the six  months  ended  June 30,  1998  and the year  ended
December 31, 1997 give effect to (i) the Refinancing,  including the refinancing
by New U S WEST of the Dex Indebtedness (the "MediaOne Separation  Adjustments")
and (ii) the AirTouch Transaction (the "AirTouch Transaction Adjustments") as if
such  transactions  had  been  consummated  as  of  January  1,  1998  and  1997
respectively.

The pro forma adjustments included herein are based on available information and
certain assumptions that management believes are reasonable and are described in
the  accompanying  notes.  The unaudited pro forma  financial  statements do not
necessarily represent what MediaOne Group's results of operation would have been
had the  transactions  occurred  at such  dates or to project  MediaOne  Group's
results of  operations  at or for any future  date or period.  In the opinion of
management,  all adjustments necessary to present fairly the unaudited pro forma
financial  information  have  been  made.  The  unaudited  pro  forma  financial
statements  should  be  read  in  conjunction  with  the  historical   financial
statements of MediaOne Group.

Exhibit 99


                                   MEDIAONE GROUP, INC.
                UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
                          For the Six Months Ended June 30, 1998
                       Dollars in millions, except per share amounts

<TABLE>
<CAPTION>
<S> <C>                                 <C>             <C>               <C>                <C>            <C>

                                                                             MediaOne
                                                                              Group
                                                                             Pro Forma
                                                            MediaOne         Excluding         
                                           MediaOne          Group           AirTouch          AirTouch        MediaOne
                                            Group          Separation       Transaction       Transaction       Group           
                                          Historical       Adjustments       Adjustments       Adjustments     Pro Forma
                                         ---------------   --------------   ------------      ------------     -----------
                                                                                                         (E)
 Sales and other revenues                $      1,613                       $      1,613      $     (359)       $   1,254
                                                                                                         (E)
   Cost of sales and other revenues               558                                558             (72)             486
                                                                                                         (E) 
   Selling, general and administrative            502                                502             (139)            363
                                                                                                         (E) 
   Depreciation and amortization                  606                                606             (55)             551
                                         -------------   -------------      --------------     -------------   -------------
Total operating expense                  $      1,666                       $      1,666       $    (266)       $   1,400
                                         -------------   -------------      ---------------    -------------   -------------
Operating loss from                                                                                      (E)
  continuing operations                           (53)                               (53)            (93)            (146) 
                                                                                                        
Other income (expense)                                               (A)                                 (E)
  Interest expense                               (293)            118               (175)             26             (149)
                                                                                                          
Equity losses in unconsolidated                                                                          (E) 
  ventures                                       (205)                              (205)             35             (170)
                                                                     (B)                                 (E) 
Other income (expense) - net                    3,939              17              3,956          (3,841)             115
                                         -------------    -------------    --------------    -------------    ------------

Income (loss) from continuing   
  operations before income taxes                3,388             135              3,523          (3,873)            (350)
                                                                     (C)                                 (E)
(Provision) benefit for income taxes           (1,436)            (41)            (1,477)          1,614              137
                                         -------------    -------------    --------------    -------------    ------------

Income (loss) from continuing                                                                                   
  operations                             $      1,952      $       94       $      2,046     $    (2,259)     $      (213)
                                         -------------    -------------   ---------------    -------------   -------------

Dividends on preferred stock                      (26)                               (26)                             (26)

Loss on Redemption of Preferred                                      (D)
Securities                                        (53)             53               
                                         =============    =============   ===============    =============   =============
Earnings (loss) available for common                                                                                   
  stock                                  $      1,873      $      147       $      2,020     $    (2,259)     $      (239)      
                                         =============    =============   ===============    =============   =============
Basic earnings (loss) per share          $      3.08                                                          $      (.39)
                                         =============                                                       =============
Basic average shares outstanding    
  (in thousands)                             608,699                                                              608,699
                                         =============                                                       =============
Diluted earnings (loss) per share        $      2.91                                                          $      (.39)
                                         =============                                                       =============
Diluted average shares outstanding                                                                                           
  (in thousands)                             652,601                                                              608,699
                                         =============                                                       =============
</TABLE>


Exhibit 99

                                    MEDIAONE GROUP, INC.
              UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
                            For the Year Ended December 31, 1997
                        Dollars in millions, except per share amounts
<TABLE>
<CAPTION>
<S> <C>                                    <C>            <C>             <C>             <C>              <C>

                                                                            MediaOne
                                                                             Group
                                                                            Pro Forma
                                                            MediaOne        Excluding        
                                           MediaOne          Group          AirTouch         AirTouch      MediaOne
                                            Group           Separation     Transaction      Transaction      Group 
                                          Historical        Adjustments    Adjustments      Adjustments    Pro Forma
                                          -----------       -----------    -----------      -----------    ---------
                                                                                                       (E)
 Sales and other revenues                 $     3,847                      $     3,847      $   (1,428)    $   2,419            
                                                                                                       (E)
   Cost of sales and other revenues             1,255                            1,255            (345)          910      
                                                                                                       (E)
   Selling, general and administrative          1,305                            1,305            (550)          755
                                                                                                       (E)
   Depreciation and Amortization                1,257                            1,257            (183)        1,074     
                                                                                             
                                          ------------     ------------     ------------    ------------   ----------             
 Total Operating Expense                        3,817                            3,817          (1,078)        2,739
                                         -------------    -------------   -------------    -------------   ----------
 Operating income (loss) from                                                                          (E)
    continuing operations                          30                               30            (350)         (320)
                                                                                                     
 Other income (expense)                                              (A)                               (E)
   Interest expense                              (678)            231             (447)             98          (349)
                                                                             
   Equity losses in unconsolidated                                                                     (E) 
   ventures                                      (909)                            (909)            115          (794)
                                                                     (B)                               (E)
   Other income (expense) - net                   350              37              387             133           520          
                                         -------------    -------------   -------------    -------------   -------------
Income (loss) from continuing                                                                          
  operations before income taxes               (1,207)            268             (939)             (4)         (943)
                                                                                                       (E)
   (Provision) benefit for income taxes           380             (99)             281               32          313
                                         -------------    -------------   -------------    -------------   -------------
Income (loss) from continuing                                                                              
  operations                                    (827)             169             (658)              28         (630)
                                         -------------    -------------   -------------    -------------   -------------

Dividends on preferred stock                     (52)                             (52)                           (52)
                                         -------------    -------------   -------------    -------------   -------------    
Earnings (loss) available for common               
  stock                                  $      (879)     $       169     $      (710)     $         28    $    (682)          
                                         =============    =============   =============    =============   =============

Basic and diluted loss per share         $      (1.45)                                                     $   (1.12)
                                         =============                                                     =============
Basic and diluted average shares
outstanding (in thousands)                    606,749                                                        606,749
                                         =============                                                     =============
</TABLE>


Exhibit 99


(A) Reflects a reduction of historical interest expense of $109 million and $248
million for the six months  ended June 30, 1998 and the year ended  December 31,
1997, respectively, as a result of the Refinancing, including the refinancing by
New U S WEST of the Dex  Indebtedness  and an increase in interest expense of $7
million and $17 million,  for the same  periods,  for financing the costs of the
Refinancing  and  Separation.  Also includes a $16 million  decrease in interest
expense  for the six months  ended June 30,  1998 to  reverse  interest  expense
recognized  on the early  termination  of  interest  rate  contracts  due to the
Separation.

(B) Reflects a reduction in guaranteed  minority  interest expense  (included in
other income  (expense) - net) of $17 million and $37 million for the six months
ended June 30, 1998 and the year ended December 31, 1997 respectively related to
the Exchange Offer for Preferred Securities.

(C) Reflects the estimated  income tax effects of the pro forma  adjustments and
the Separation.

(D) Reflects  the reversal of the $53 million loss  incurred due to the Exchange
Offer on Preferred  Securities  associated with the Separation in the six months
ended June 30, 1998.

(E)  Reflects  the  consumation  of the  AirTouch  Transaction.  The  pro  forma
adjustments  reflect the  following:  

     Receipt of  59,314,000  shares of AirTouch  common stock  accounted  for as
     marketable equity securities.

     Receipt  of $1,493  million of  AirTouch  preferred  stock at market  value
     (liquidation value of $1,650 million).
 
     Receipt of $93  million in  dividends  per year ($25  million in six months
     ended June 30, 1998 due to the April 6, 1988 consumation) from the AirTouch
     preferred stock.

     Reduction in debt of $1,350 million and a corresponding reduction of annual
     interest  expense of $98 million  ($26 million in six months ended June 30,
     1998 due to the April 6, 1998 consumation).

     Removal of the  consolidated  revenues  and  expenses of  MediaOne  Group's
     domestic cellular operations.

     Removal of MediaOne  Group's equity losses  associated with its investment
     in PrimeCo.

     Reversal  of the $3,869  million  pre-tax  gain and the  associated  $1,612
     million tax  expense  recognized  on the  AirTouch  Transaction  in the six
     months ended June 30, 1998.