MEDIAONE GROUP, INC.
             UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

     The  following   unaudited  pro  forma  condensed   combined  statement  of
     operations of MediaOne  Group for the nine months ended  September 30, 1998
     gives effect to (i) the  Refinancing,  including the refinancing by New U S
     WEST of the Dex Indebtedness (the "MediaOne Group Separation Adjustments"),
     and (ii) the AirTouch Transaction (the "AirTouch Transaction Adjustments"),
     as if such transactions had been consummated as of January 1, 1998.

     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
     date 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.


                                                                              
                                      MEDIAONE GROUP, INC.
               UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
                       For the Nine Months Ended September 30, 1998
                                 Dollars in millions

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

                                                                             MediaOne
                                                                              Group
                                                                             Pro Forma
                                                            MediaOne         Excluding
                                           MediaOne          Group           AirTouch          AirTouch        MediaOne
                                            Group          Separation      Transaction       Transaction        Group
                                          Historical                       Adjustments                        Pro Forma
                                                          Adjustments                        Adjustments

 Sales and other revenues                    $  2,239                       $   2,239        $   (359)        $  1,880

 Cost of sales and other revenues                 783                             783             (72)(E)          711

 Selling, general and administrative              710                             710            (139)(E)          571

 Depreciation and amortization                    894                             894             (55)(E)          839
                                         -------------   -------------    -------------     -------------   ---------------
    Total operating expense                     2,387                           2,387            (266)           2,121
                                         -------------   -------------    -------------     -------------   ---------------

Operating loss from continuing                                                                             
operations                                      (148)                            (148)            (93)(E)         (241)

Other income (expense):
   Interest expense                             (379)        118 (A)             (261)             26 (E)         (235)
   Equity losses in unconsolidated                                                                        
ventures                                        (273)                            (273)             35 (E)         (238)
   Other income (expense) - net                3,944          17 (B)            3,961           3,841 (E)          120
                                         -------------    -------------   ---------------    -------------   -------------

Income (loss) from continuing operations
   before income taxes                         3,144         135                3,279          (3,873)            (594)
 (Provision) benefit for income taxes         (1,376)        (54)(C)           (1,430)          1,614 (E)          184
                                         -------------    -------------   ---------------    -------------   -------------
 Income (loss) from continuing                                                                                
operations                                     1,768          81                1,849          (2,259)            (410)
                                         -------------    -------------   ---------------    -------------   -------------
 
Dividends on preferred stock                     (39)                             (39)                             (39)
 Loss on redemption of Preferred                              
Securities                                       (53)                             (53) (D)
                                         =============    =============   ===============    =============   =============
 Earnings (loss) available for common      
stock                                       $  1,676     $   134            $   1,810       $  (2,259)        $   (449)
                                         =============    =============   ===============    =============   =============
Basic earnings (loss) per share             $   2.75                                                          $  (0.74)
                                         =============                                                       =============
Basic average shares outstanding             608,730                                                           608,730
                                         =============                                                       =============   
Diluted earnings (loss) per share           $   2.62                                                          $  (0.74)
                                         =============                                                       =============
Diluted average shares outstanding           653,751                                                           608,730
======================================================                                                       =============
</TABLE>



                                MEDIAONE GROUP, INC.
      NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

     (A) Reflects a reduction of historical interest expense of $109 million for
     the nine months ended  September  30, 1998 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 for  financing the costs of the
     Refinancing  and the  Separation.  Also includes a $16 million  decrease in
     interest  expense  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 for the nine months ended
     September 30, 1998 related to the redemption of the 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  on the
     redemption of the Preferred  Securities  associated  with the Separation in
     the nine months ended September 30, 1998.
 
     (E) Reflects the  consummation of the AirTouch  Transaction.  The pro forma
     adjustments reflect the following:

     o  Receipt  of  59,314,000 of AirTouch common stock accounted for as
        marketable equity securities.
     o Receipt of $1,493 million of AirTouch  preferred  stock at market value
       (liquidation value of $1,650 million).
     o Receiptof $93 million in  dividends  per year ($25 million for the nine
       months ended September 30, 1998 due to the April 6, 1988 consummation).
     o Reduction in debt of $1,350 million and a corresponding reduction in
       interest expense of $26 million for the nine months ended September 30,
       1998.
     o Removal of the consolidated revenues and expenses of MediaOne Group's
       domestic cellular operations.
     o Removal of MediaOne Group's equity method investments and related equity
       losses associated with its investment in PrimeCo.
     o Reversal of the $3,869 million pre-tax gain and the associated $1,612
       million tax expense recognized for the sale of the domestic wireless
       businesses.