UNITED STATES
                                          SECURITIES AND EXCHANGE COMMISSION
                                                Washington, D.C. 20549

                                                       FORM S-8
                                                REGISTRATION STATEMENT
                                           UNDER THE SECURITIES ACT OF 1933

                                                 MediaOne Group, Inc.
                             ct name of registrant as specified in its charter)
<TABLE>
<CAPTION>
<S>                                                                        <C>   

Delaware                                                                   84-0926774
(State or other jurisdiction of                                            (I.R.S. Employer
 incorporation or organization)                                             Identification No.)
</TABLE>

                                          188 Inverness Drive West
                                           Englewood, Colorado 80112
                                                (303) 858-3000
(Address, zip code, telephone number, and area code, of registrant's  principal
executive offices)

                                                 MediaOne Group, Inc.
                                             1998 SUPPLEMENTAL STOCK PLAN
                                               (Full title of the Plan)

                                                STEPHEN E. BRILZ, ESQ.
                                                 MediaOne Group, Inc.
                                              5613 DTC Parkway, Suite 700
                                               Englewood, Colorado 80111
                                                    (303) 858-3511
(Name, address, zip code, telephone number and area code, of agent for service)
                                            CALCULATION OF REGISTRATION FEE

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


Title of each class of             Amount to     Proposed maximum          Proposed maximum          Amount of
securities to be registered        be            offering price per        aggregate offering        registration
                                   registered    share (1)                 price (1)                 fee (1)
MediaOne Group, Inc. Common         10,000,000    $37.625                 $376,250,000              $104,598
Stock, $.01 par value (2)
</TABLE>

(1) The registration fee for all securities registered hereby, $104,598, has
been calculated as follows: 0.000278 multiplied by $376,250,000, the aggregate
offering price for 10,000,000 shares of Common Stock of MediaOne Group, Inc., 
at a price per share of $37.625 (the average of the high and low prices
reported in the consolidated reporting system of the New York Stock Exchange on
November 16, 1998).

(2) Includes Stock Purchase Rights which, prior to the occurrence of certain
events, will not be exercisable separately from the Stock.

                                                   PART II

                             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

The following documents have been filed by MediaOne Group, Inc., a Delaware
corporation ("MediaOne Group" or the "Company") with the Securities and Exchange
Commission (the "Commission") (File No. 1-8611) and are incorporated herein by
reference:

(1) Annual Report on Form 10-K for the year ended December 31, 1997 (as amended
by Form 10-K/A filed April 13, 1998);
 
(2) Proxy Statement on Schedule 14A filed with the Commission on April 20, 1998;
 
(3) Current Reports on Form 8-K dated January 29, 1998; February 17, 1998; March
25, 1998 (as amended by Form 8-K/A filed April 13, 1998); April 17, 1998; May 5,
1998; May 15, 1998; June 18, 1998; June 24, 1998; July 29, 1998;
July 30, 1998; November 3, 1998 and November 4, 1998;
 
(4) Quarterly Report on Form 10-Q for the quarters ended June 30, 1998 and
September 30, 1998;
 
(5) The description of the Stock and the Rights issuable pursuant to an Amended
and Restated Rights Agreement between the Company and State Street Bank and
Trust Company, as Rights Agent, are set forth in "Chapter 8: Capital Stock" of
the Company's Proxy Statement on Schedule 14A filed with the Commission on April
20, 1998.
 
All documents filed by MediaOne Group pursuant to Sections  3(a), 13(c), 14 or
15(d)of the Exchange Act subsequent to the date of this registration statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this registration statement to the extent that a statement
contained herein or in any other subsequently filed document, which also is or
is deemed to be incorporated by reference  herein  modifies or supersedes such
statement. Any such  statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this registration
statement.

<TABLE>
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<S>      <C>    

Item 4.  Description of Securities.

         The class of securities to be offered hereby is registered under Section 12 of the Exchange Act.

Item 5.  Interests of Named Experts and Counsel.

         Not Applicable.

Item 6.  Indemnification of Directors and Officers.
</TABLE>

Section 145 of the Delaware General Corporation Law (the "DGCL") permits
MediaOne Group's board of directors to indemnify any person against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with any
threatened, pending or completed action, suit or proceeding in which such
person is made a party by reason of his being or having been a director,
officer, employee or agent of the Registrant, in terms sufficiently broad
to permit such indemnification under certain circumstances for liabilities
(including reimbursement for expenses incurred) arising under the
Securities Act of 1933, as amended (the "Securities Act"). The statute
provides that indemnification pursuant to its provisions is not exclusive
of other rights of indemnification to which a person may be entitled under
any bylaw, agreement, vote of stockholders or disinterested directors, or
otherwise.

MediaOne Group's Amended and Restated Certificate of Incorporation and
Bylaws provide for indemnification of its directors and officers to the
fullest extent permitted by law.

As permitted by Sections 102 and 145 of the DGCL, MediaOne Group's Amended
and Restated Certificate of Incorporation eliminates a director's personal
liability for monetary damages to the Registrant and its stockholders
arising from a breach or alleged breach of a director's fiduciary duty
except for liability under Section 174 of the DGCL, for liability for any
breach of the director's duty of loyalty to the Registrant or its
stockholders, for act or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law or for any transaction
which the director derived an improper personal benefit.

The directors and officers of MediaOne Group are covered by insurance
policies indemnifying them against certain liabilities, including certain
liabilities arising under the Securities Act, which might be incurred by
them in such capacities and against which they cannot be indemnified by
MediaOne Group.
<TABLE>
<CAPTION>
<S>      <C>    

Item 7.  Exemption from Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.
</TABLE>

Exhibits identified in parentheses below are on file with the SEC, and are
incorporated herein by reference to such previous filings.
<TABLE>
<CAPTION>
<S>                   <C>    

Exhibit
Number                Description

(4)                   Form of Amended and Restated  Rights  Agreement  between U S WEST,  Inc. (now  MediaOne  Group,
                      Inc.),  a Delaware  corporation,  and State  Street  Bank and Trust  Company,  as Rights  Agent
                      (Exhibit 4 to Current Report on Form 8-K dated June 24, 1998).

5                     Opinion of Stephen E. Brilz, Corporate Counsel and Assistant Secretary of MediaOne Group, Inc.

23-A                  Consent of Arthur Andersen LLP

23-B                  Consent of PricewaterhouseCoopers LLP

23-C                  The Consent of Stephen E. Brilz,  Corporate Counsel and Assistant  Secretary of MediaOne Group,
                      Inc., is included in the opinion of counsel filed as Exhibit 5.

24                    Power of Attorney executed by directors and officers who signed this registration statement.
</TABLE>

Item 9.  Undertakings.

(a)      Rule 415 Offerings.

         MediaOne Group hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

     (i)  To  include  any  prospectus  required  by  Section  10(a)(3)  of  the
Securities Act of 1933;

     (ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration  statement (or the most recent post-effective
amendment thereof) which, individually or in  the  aggregate, represent a
fundamental change in the information set forth in the registration statement;

     (iii) To include any material information with respect to the plan of
distribution no  previously disclosed in the registration statement or any
material change to such information in the registration statement;

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section  15(d) of the Securities  Exchange Act of 1934 that are
incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.


(b)      Filings Incorporating Subsequent Exchange Act Documents by Reference.

The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in
the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(c)      Form S-8 Undertakings.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.


                          SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Exchange Act
of 1933, MediaOne Group, Inc. certifies that it has reasonable grounds to
believe that it meets all the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Englewood, State of
Colorado, on the 20th of November 1998.

                                    MediaOne Group, Inc.

                                        /s/ Stephen E. Brilz
                                    By:______________________________________
                                       Stephen E. Brilz
                                       Assistant Secretary

Pursuant to the requirements of the Securities Exchange Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
<S>   <C>                                                    <C> <C>    

PRINCIPAL EXECUTIVE OFFICER:
      Charles M. Lillis*                                     Chairman of the Board, President and
                                                                Chief Executive Officer

PRINCIPAL FINANCIAL OFFICER:
      Richard A. Post*                                       Executive Vice President and
                                                                Chief Financial Officer

DIRECTORS:
         Kathleen A. Cote*
         Robert L. Crandall*
         Grant A. Dove*
         Allan D. Gilmour*
         Pierson M. Grieve*
         Charles M. Lillis*
         Charles P. Russ, III*
         Louis A. Simpson*
         Jack Slevin*
         Daniel W. Yohannes*
</TABLE>
 


    /s/ Stephen E. Brilz
*By ______________________________
    Stephen E. Brilz
    Attorney-in-Fact

Dated:        November 20, 1998
                                                             EXHIBIT INDEX

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

Exhibit
Number          Description

     (4)        Form of Amended and Restated Rights  Agreement  between  MediaOne  Group,  Inc., a Delaware
                corporation,  and State  Street  Bank and Trust  Company,  as Rights  Agent  (Exhibit  4 to
                Current Report on Form 8-K dated June 24, 1998).

      5         Opinion of Stephen E. Brilz,  Corporate Counsel and Assistant  Secretary of MediaOne Group,
                Inc.

     23-A       Consent of Arthur Andersen LLP.

     23-B       Consent of PricewaterhouseCoopers LLP

     23-C       Consent of Stephen E. Brilz,  Corporate Counsel and Assistant  Secretary of MediaOne Group,
                Inc., is included in the opinion of counsel filed as Exhibit 5.

      24        Power of  Attorney  executed  by  directors  and  officers  who  signed  this  registration
                statement.
</TABLE>
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{"company-data": {"conformed-name": "MEDIAONE GROUP INC", "cik": "0000732718", "assigned-sic": "4813", "irs-number": "840926774", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-67679", "film-number": "98756371"}, "business-address": {"street1": "188 INVERNESS DR WEST", "street2": "STE 480", "city": "ENGLEWOOD", "state": "CO", "zip": "80112", "phone": "3038583000"}, "mail-address": {"street1": "188 INVERNESS DR WEST", "city": "ENGLEWOOD", "state": "CO", "zip": "80112"}, "former-company": [{"former-conformed-name": "MEDIA ONE GROUP INC", "date-changed": "19980616"}, {"former-conformed-name": "US WEST INC", "date-changed": "19920703"}]}
UNITED STATES
                                          SECURITIES AND EXCHANGE COMMISSION
                                                Washington, D.C. 20549

                                                       FORM S-8
                                                REGISTRATION STATEMENT
                                           UNDER THE SECURITIES ACT OF 1933

                                                 MediaOne Group, Inc.
                             ct name of registrant as specified in its charter)
Delaware                                                                   84-0926774
(State or other jurisdiction of                                            (I.R.S. Employer
 incorporation or organization)                                             Identification No.)
188 Inverness Drive West
                                           Englewood, Colorado 80112
                                                (303) 858-3000
(Address, zip code, telephone number, and area code, of registrant's  principal
executive offices)

                                                 MediaOne Group, Inc.
                                             1998 SUPPLEMENTAL STOCK PLAN
                                               (Full title of the Plan)

                                                STEPHEN E. BRILZ, ESQ.
                                                 MediaOne Group, Inc.
                                              5613 DTC Parkway, Suite 700
                                               Englewood, Colorado 80111
                                                    (303) 858-3511
(Name, address, zip code, telephone number and area code, of agent for service)
                                            CALCULATION OF REGISTRATION FEE
Title of each class of             Amount to     Proposed maximum          Proposed maximum          Amount of
securities to be registered        be            offering price per        aggregate offering        registration
                                   registered    share (1)                 price (1)                 fee (1)
MediaOne Group, Inc. Common         10,000,000    $37.625                 $376,250,000              $104,598
Stock, $.01 par value (2)
(1) The registration fee for all securities registered hereby, $104,598, has
been calculated as follows: 0.000278 multiplied by $376,250,000, the aggregate
offering price for 10,000,000 shares of Common Stock of MediaOne Group, Inc., 
at a price per share of $37.625 (the average of the high and low prices
reported in the consolidated reporting system of the New York Stock Exchange on
November 16, 1998).

(2) Includes Stock Purchase Rights which, prior to the occurrence of certain
events, will not be exercisable separately from the Stock.

                                                   PART II

                             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

The following documents have been filed by MediaOne Group, Inc., a Delaware
corporation ("MediaOne Group" or the "Company") with the Securities and Exchange
Commission (the "Commission") (File No. 1-8611) and are incorporated herein by
reference:

(1) Annual Report on Form 10-K for the year ended December 31, 1997 (as amended
by Form 10-K/A filed April 13, 1998);
 
(2) Proxy Statement on Schedule 14A filed with the Commission on April 20, 1998;
 
(3) Current Reports on Form 8-K dated January 29, 1998; February 17, 1998; March
25, 1998 (as amended by Form 8-K/A filed April 13, 1998); April 17, 1998; May 5,
1998; May 15, 1998; June 18, 1998; June 24, 1998; July 29, 1998;
July 30, 1998; November 3, 1998 and November 4, 1998;
 
(4) Quarterly Report on Form 10-Q for the quarters ended June 30, 1998 and
September 30, 1998;
 
(5) The description of the Stock and the Rights issuable pursuant to an Amended
and Restated Rights Agreement between the Company and State Street Bank and
Trust Company, as Rights Agent, are set forth in "Chapter 8: Capital Stock" of
the Company's Proxy Statement on Schedule 14A filed with the Commission on April
20, 1998.
 
All documents filed by MediaOne Group pursuant to Sections  3(a), 13(c), 14 or
15(d)of the Exchange Act subsequent to the date of this registration statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this registration statement to the extent that a statement
contained herein or in any other subsequently filed document, which also is or
is deemed to be incorporated by reference  herein  modifies or supersedes such
statement. Any such  statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this registration
statement.
Item 4.  Description of Securities.

         The class of securities to be offered hereby is registered under Section 12 of the Exchange Act.

Item 5.  Interests of Named Experts and Counsel.

         Not Applicable.

Item 6.  Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law (the "DGCL") permits
MediaOne Group's board of directors to indemnify any person against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with any
threatened, pending or completed action, suit or proceeding in which such
person is made a party by reason of his being or having been a director,
officer, employee or agent of the Registrant, in terms sufficiently broad
to permit such indemnification under certain circumstances for liabilities
(including reimbursement for expenses incurred) arising under the
Securities Act of 1933, as amended (the "Securities Act"). The statute
provides that indemnification pursuant to its provisions is not exclusive
of other rights of indemnification to which a person may be entitled under
any bylaw, agreement, vote of stockholders or disinterested directors, or
otherwise.

MediaOne Group's Amended and Restated Certificate of Incorporation and
Bylaws provide for indemnification of its directors and officers to the
fullest extent permitted by law.

As permitted by Sections 102 and 145 of the DGCL, MediaOne Group's Amended
and Restated Certificate of Incorporation eliminates a director's personal
liability for monetary damages to the Registrant and its stockholders
arising from a breach or alleged breach of a director's fiduciary duty
except for liability under Section 174 of the DGCL, for liability for any
breach of the director's duty of loyalty to the Registrant or its
stockholders, for act or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law or for any transaction
which the director derived an improper personal benefit.

The directors and officers of MediaOne Group are covered by insurance
policies indemnifying them against certain liabilities, including certain
liabilities arising under the Securities Act, which might be incurred by
them in such capacities and against which they cannot be indemnified by
MediaOne Group.
Item 7.  Exemption from Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.
Exhibits identified in parentheses below are on file with the SEC, and are
incorporated herein by reference to such previous filings.
Exhibit
Number                Description

(4)                   Form of Amended and Restated  Rights  Agreement  between U S WEST,  Inc. (now  MediaOne  Group,
                      Inc.),  a Delaware  corporation,  and State  Street  Bank and Trust  Company,  as Rights  Agent
                      (Exhibit 4 to Current Report on Form 8-K dated June 24, 1998).

5                     Opinion of Stephen E. Brilz, Corporate Counsel and Assistant Secretary of MediaOne Group, Inc.

23-A                  Consent of Arthur Andersen LLP

23-B                  Consent of PricewaterhouseCoopers LLP

23-C                  The Consent of Stephen E. Brilz,  Corporate Counsel and Assistant  Secretary of MediaOne Group,
                      Inc., is included in the opinion of counsel filed as Exhibit 5.

24                    Power of Attorney executed by directors and officers who signed this registration statement.
Item 9.  Undertakings.

(a)      Rule 415 Offerings.

         MediaOne Group hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

     (i)  To  include  any  prospectus  required  by  Section  10(a)(3)  of  the
Securities Act of 1933;

     (ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration  statement (or the most recent post-effective
amendment thereof) which, individually or in  the  aggregate, represent a
fundamental change in the information set forth in the registration statement;

     (iii) To include any material information with respect to the plan of
distribution no  previously disclosed in the registration statement or any
material change to such information in the registration statement;

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section  15(d) of the Securities  Exchange Act of 1934 that are
incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.

(b)      Filings Incorporating Subsequent Exchange Act Documents by Reference.

The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in
the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(c)      Form S-8 Undertakings.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

                          SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Exchange Act
of 1933, MediaOne Group, Inc. certifies that it has reasonable grounds to
believe that it meets all the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Englewood, State of
Colorado, on the 20th of November 1998.

                                    MediaOne Group, Inc.

                                        /s/ Stephen E. Brilz
                                    By:______________________________________
                                       Stephen E. Brilz
                                       Assistant Secretary

Pursuant to the requirements of the Securities Exchange Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
PRINCIPAL EXECUTIVE OFFICER:
      Charles M. Lillis*                                     Chairman of the Board, President and
                                                                Chief Executive Officer

PRINCIPAL FINANCIAL OFFICER:
      Richard A. Post*                                       Executive Vice President and
                                                                Chief Financial Officer

DIRECTORS:
         Kathleen A. Cote*
         Robert L. Crandall*
         Grant A. Dove*
         Allan D. Gilmour*
         Pierson M. Grieve*
         Charles M. Lillis*
         Charles P. Russ, III*
         Louis A. Simpson*
         Jack Slevin*
         Daniel W. Yohannes*
/s/ Stephen E. Brilz
*By ______________________________
    Stephen E. Brilz
    Attorney-in-Fact

Dated:        November 20, 1998
                                                             EXHIBIT INDEX
Exhibit
Number          Description

     (4)        Form of Amended and Restated Rights  Agreement  between  MediaOne  Group,  Inc., a Delaware
                corporation,  and State  Street  Bank and Trust  Company,  as Rights  Agent  (Exhibit  4 to
                Current Report on Form 8-K dated June 24, 1998).

      5         Opinion of Stephen E. Brilz,  Corporate Counsel and Assistant  Secretary of MediaOne Group,
                Inc.

     23-A       Consent of Arthur Andersen LLP.

     23-B       Consent of PricewaterhouseCoopers LLP

     23-C       Consent of Stephen E. Brilz,  Corporate Counsel and Assistant  Secretary of MediaOne Group,
                Inc., is included in the opinion of counsel filed as Exhibit 5.

      24        Power of  Attorney  executed  by  directors  and  officers  who  signed  this  registration
                statement.