MEDIAONE GROUP INC, S-3, 1999-10-08

MEDIAONE GROUP INC
S-3, 1999-10-08
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)

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<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 8, 1999

REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MEDIAONE GROUP, INC.

(Exact name of registrant as specified in its charter)

<TABLE>
<S> <C>
DELAWARE 84-0926774
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
</TABLE>

188 INVERNESS DRIVE WEST
ENGLEWOOD, COLORADO 80112
(303) 858-3000
(Name, address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
------------------------

<TABLE>
<S> <C>
STEPHEN E. BRILZ, ESQ. PLEASE SEND COPIES OF ALL COMMUNICATIONS TO:
MEDIAONE GROUP, INC. AKIKO MIKUMO, ESQ.
188 INVERNESS DRIVE WEST WEIL, GOTSHAL & MANGES LLP
ENGLEWOOD, COLORADO 80112 767 FIFTH AVENUE
(303) 858-3511 NEW YORK, NEW YORK 10153
(Name, address, including zip code, and (212) 310-8000
telephone number
of agent for service for the registrant)
</TABLE>

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Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of the Registration Statement, as determined by
market conditions.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /

If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. /X/

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. / /

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /

<TABLE>
<CAPTION>
PROPOSED MAXIMUM
TITLE OF SECURITIES AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED PRICE(1) REGISTRATION FEE
<S> <C> <C>
Debt Securities of MediaOne Group, Inc........................................ $5,000,000,000 $1,390,000
</TABLE>

(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o).

The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

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<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any state in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities law of any such state.
<PAGE>
SUBJECT TO COMPLETION, DATED OCTOBER 8, 1999

[LOGO]

PROSPECTUS
$5,000,000,000

MEDIAONE GROUP, INC.

DEBT SECURITIES

---------------

The information in this preliminary prospectus is not complete and may be
changed. We may not sell these securities until the registration statement filed
with the Securities and Exchange Commission is effective. This prospectus is not
an offer to sell these securities and is not soliciting an offer to buy these
securities in any state where the offer and sale is not permitted.

By this prospectus, we may offer from time to time up to $5,000,000,000 of
notes, debentures or other debt securities in one or more series on terms to be
determined at the time of sale. We will provide more specific information
regarding these securities in supplements to this prospectus. You should read
this prospectus, particularly the Risk Factors beginning on page 5, and any
related prospectus supplement carefully before investing.

------------------------

NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR
DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

------------------------

THIS PROSPECTUS MAY NOT BE USED TO CONSUMMATE SALES OF SECURITIES
UNLESS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.

------------------------

The date of this prospectus is October , 1999.
<PAGE>
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
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<S> <C>
About This Prospectus...................................................................................... 2
Where You Can Find More Information........................................................................ 2
Cautionary Statements Relating to Forward-Looking Statements............................................... 3
Risk Factors............................................................................................... 5
Our Company................................................................................................ 5
Use of Proceeds............................................................................................ 6
Ratio of Earnings to Fixed Charges......................................................................... 6
Description of Debt Securities............................................................................. 7
Plan of Distribution....................................................................................... 12
Legal Opinions............................................................................................. 13
Experts.................................................................................................... 13
</TABLE>

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission utilizing a shelf registration process. Under
this shelf process, we may sell the notes, debentures or other debt securities,
which we will refer to in this prospectus as the "Debt Securities," in one or
more offerings up to a total dollar amount of $5,000,000,000. This prospectus
provides you with a general description of the Debt Securities we may offer.
Each time we sell Debt Securities, we will provide a prospectus supplement that
will contain specific information about the terms of that offering. The
prospectus supplement may also add, update or change information contained in
this prospectus. Please carefully read both this prospectus and any prospectus
supplement together with the additional information described below under "Where
You Can Find More Information."

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any reports, statements or other
information we file with the SEC at the SEC's public reference rooms in
Washington, D.C., New York, New York and Chicago, Illinois. Please call the SEC
at 1-800-SEC-0330 for further information on the public reference rooms. Our SEC
filings are also available to the public from commercial document retrieval
services and at the web site maintained by the SEC at HTTP://WWW.SEC.GOV.

Because our common stock is listed and traded on the New York Stock Exchange
and the Pacific Stock Exchange, our reports, proxy statements and other
information can be reviewed at the offices of the New York Stock Exchange, 20
Broad Street, New York, New York 10005, and at the offices of the Pacific Stock
Exchange, 115 Sansome Street, 2nd Floor, San Francisco, California 94104.

This prospectus is part of a registration statement we have filed with the
SEC relating to the Debt Securities. As allowed by SEC rules, this prospectus
does not contain all the information you can find in the registration statement
or the exhibits to the registration statement. You may refer to the registration
statement and the exhibits for more information about us and the Debt
Securities. The registration statement and exhibits are available at the SEC's
public reference rooms or through its web site.

The SEC allows us to "incorporate by reference" information into this
prospectus, which means that we can disclose important information to you by
referring you to another document filed separately with the SEC. The information
incorporated by reference is deemed to be part of this prospectus, except for
any information superseded by information in, or incorporated by reference in,
this prospectus. This prospectus incorporates by reference the documents set
forth below that we have

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<PAGE>
previously filed with the SEC. These documents contain important information
about us and our finances.

<TABLE>
<CAPTION>
MEDIAONE GROUP SEC FILINGS (FILE NO. 1-8611) PERIOD
<S> <C>
Annual Report on Form 10-K For the year ended December 31, 1998
Quarterly Report on Form 10-Q For the quarters ended March 31, 1999 and
June 30, 1999
Current Reports on Form 8-K Filed on February 11, 1999, February 19,
1999, March 22, 1999, April 29, 1999, May
6, 1999 and July 28, 1999
</TABLE>

We are also incorporating by reference additional documents that we file
with the SEC subsequent to the date of this prospectus and prior to the
termination of the offering of the Debt Securities.

Documents incorporated by reference are available from us without charge,
excluding all exhibits unless we have specifically incorporated by reference an
exhibit in this prospectus. You may obtain documents incorporated by reference
in this prospectus by requesting them in writing or by telephone from us at the
following address:

MediaOne Group, Inc.
188 Inverness Drive West
Englewood, CO 80112
Tel: (303) 858-3000
Attn: Investor Relations

You can also get more information by visiting our web site at
HTTP://WWW.MEDIAONEGROUP.COM. Web site materials are not part of this document
and are not incorporated by reference.

You should rely only on the information contained or incorporated in this
prospectus or any related prospectus supplement. We have not authorized anyone
else to provide you with different information. You should not rely on any other
representations. Our affairs may change after this prospectus or any prospectus
supplement is distributed. You should not assume that the information in this
prospectus or any prospectus supplement is accurate as of any date other than
the date on the front of those documents. You should read all information
supplementing this prospectus.

CAUTIONARY STATEMENTS RELATING TO FORWARD-LOOKING STATEMENTS

Some of the information presented in this prospectus, in any accompanying
prospectus supplement or in the documents incorporated by reference in this
prospectus and any accompanying prospectus supplement constitutes
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Although we believe that our expectations are
based on reasonable assumptions within the bounds of our knowledge of our
business and operations, there can be no assurance that actual results will not
differ materially from our expectations. Factors that could cause actual results
to differ from expectations include:

- greater than anticipated competition from new entrants into the cable and
wireless commmunications markets;

- changes in demand for our products and services;

- regulatory changes affecting the cable and telecommunications industries;

- a change in economic conditions in the various markets served by our
operations, including international markets, that could adversely affect
the level of demand for cable, wireless or other services offered by our
company;

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- greater than anticipated competitive activity requiring new pricing for
services;

- higher than anticipated start-up costs associated with new business
opportunities;

- higher than anticipated employee levels, capital expenditures and
operating expenses (such as costs associated with the year 2000
remediation);

- consumer acceptance of broadband services, including telephony and data
services, and wireless services;

- increases in fraudulent activity with respect to broadband and wireless
services; and

- delays in the development of anticipated technologies or the failure of
such technologies to perform according to expectations.

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<PAGE>
RISK FACTORS

You should carefully consider the following important factors, in addition
to those discussed elsewhere in this prospectus or any prospectus supplement and
in the documents that we have filed with the SEC incorporated by reference
before purchasing the Debt Securities.

MERGER-RELATED RISKS

The merger between AT&T Corp. and us described below under "Our
Company--Recent Developments" will combine two companies that have previously
operated independently. We expect to realize cost savings and other financial
and operating benefits as a result of the merger. However, we cannot predict
with certainty when these cost savings and benefits will occur or the extent to
which they actually will be achieved. There are a large number of systems that
must be integrated, including management information, purchasing, accounting and
finance, sales, billing, payroll and benefits and regulatory compliance. The
integration of AT&T and our company will also require substantial attention from
management. The diversion of management attention and any difficulties
associated with integrating AT&T and our company could have a material adverse
effect on the revenues, the levels of expenses and the operating results of the
combined company.

We also expect to realize strategic and other benefits as a result of the
merger. However, we cannot predict with certainty whether, or to what extent, we
will realize these benefits. The following are factors that may prevent us from
realizing these benefits:

- we may have to alter sales and marketing campaigns to gain market
acceptance of the combined company's strategy of providing bundled
packages of communications and entertainment services;

- the technological and administrative difficulties that the internal
infrastructure of the combined company will experience in bundling these
services, and in providing efficient billing and customer care platforms
for these services, may be greater that we expect;

- deployment of this strategy may require more technical and ground support
than the combined company currently has employed or contracted;

- changes in technology may increase the number of competitors that the
combined company faces or may require significant capital expenditures to
provide competitive services; and

- adverse changes may occur in the securities markets that hinder our
ability to raise the necessary capital to implement technological changes.

OUR COMPANY

MediaOne Group is one of the world's largest broadband communications
companies, bringing the power of broadband to more than eight million customers
in the United States, Europe and Asia. We were incorporated in 1995 under the
laws of the State of Delaware and have our principal executive offices at 188
Inverness Drive West, Englewood, Colorado 80112 (telephone number (303)
858-3000). Internet users can obtain information about us and our services at
HTTP://WWW.MEDIAONEGROUP.COM.

THE SEPARATION

On June 12, 1998, U S WEST, Inc. separated its businesses into two
independent public companies. Sometimes in this prospectus we will refer to U S
WEST, Inc. prior to the separation as "Old U S WEST." Prior to this separation,
Old U S WEST conducted its businesses through two groups: U S WEST Media Group
and U S WEST Communications Group. Upon the separation, Old U S WEST was renamed
"MediaOne Group, Inc." and retained the businesses of U S WEST Media Group,
except for U S WEST Dex, Inc., the domestic directory business. The
telecommunications businesses of U S WEST Communications Group became an
independent public company and retained the "U S WEST, Inc." name. Sometimes we
refer to that company as "New U S WEST." In addition,

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U S WEST Dex was aligned with New U S WEST. Unless the context otherwise
requires, references in this prospectus and in the documents incorporated into
this prospectus to MediaOne Group shall refer to the businesses of the U S WEST
Media Group other than U S WEST Dex prior to the separation and to MediaOne
Group after the separation.

RECENT DEVELOPMENTS

On May 6, 1999, we entered into an agreement with AT&T to merge our
operations with those of AT&T. The merger will join AT&T, a worldwide
communications leader, with our company, a leader in the broadband
communications industry, to create the leading carrier of end-to-end
communications services for consumers and businesses. We believe that the
combined company will be well-positioned to create and provide
nationally-branded broadband services and to service new markets and exploit
business opportunities. We currently expect to complete the merger in the first
quarter of 2000, subject to regulatory approvals and other conditions, as well
as the approval of the holders of our common stock. We are working with AT&T to
obtain the required regulatory approvals. However, we can give no assurance as
to when or whether these approvals and consents will be obtained or the terms
and conditions that may be imposed. On August 30, 1999, we filed a definitive
proxy statement with the SEC to be used to solicit proxies from the holders of
our common stock for use at our special meeting of stockholders, to be held on
October 21, 1999. At our special meeting, we will ask holders of our common
stock to approve the adoption of the merger agreement.

Pursuant to the terms of the merger agreement, upon the closing of the
merger:

- we will be merged into a wholly-owned acquisition subsidiary of AT&T; and

- that subsidiary will, simultaneously with the closing, assume all of our
obligations under the Debt Securities.

As a consequence, we will be a wholly-owned subsidiary of AT&T after the merger
and the Debt Securities will remain our obligations, but will not be obligations
of AT&T or guaranteed by AT&T.

USE OF PROCEEDS

We will apply the net proceeds from the sale of the Debt Securities to our
general funds to be used for general corporate purposes and/or loans to our
affiliates, which in turn will use the funds for general corporate purposes,
unless otherwise specified in the prospectus supplement relating to a specific
issue of the Debt Securities. Our general corporate purposes may include
financing the activities of our subsidiaries, refinancing our short-term or
long-term borrowings and financing investments and acquisitions.

RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth our ratio of earnings to fixed charges based
on our historical results, which have been restated to reflect the disposition
of New U S WEST in the separation for the periods indicated. For the purpose of
calculating this ratio, earnings consist of income from continuing operations
before income taxes and fixed charges. Fixed charges include interest on
indebtedness and the portion of rentals representative of the interest factor.

<TABLE>
<CAPTION>
SIX MONTHS
YEAR ENDED DECEMBER 31, ENDED JUNE 30,
- ------------------------------------------------------------- ------------------------
1994 1995(1) 1996(1) 1997(1) 1998(2) 1998(2) 1999(3)
- --------- ----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
1.73 -- -- -- 5.81 10.64 3.03
</TABLE>

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(1) Earnings for the years ended December 31, 1995, 1996 and 1997 were
insufficient to cover fixed charges by $61 million, $407 million and $553
million, respectively.

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(2) Earnings for the year ended December 31, 1998 and for the six months ended
June 30, 1998 include a gain of $3,869 million from the sale of the domestic
wireless operations. Without the gain, earnings would be insufficient to
cover the fixed charges by $970 million and $368 million, respectively.

(3) Earnings for the six months ended June 30, 1999 include a net gain of $960
million from the exchange of AirTouch Communications, Inc. shares for
Vodafone AirTouch plc shares, offset by merger costs. Without the net gain,
earnings would be insufficient to cover fixed charges by $304 million.

DESCRIPTION OF DEBT SECURITIES

The following description sets forth certain general terms and provisions of
the Debt Securities to which any prospectus supplement may relate. The
particular terms and provisions of the series of Debt Securities offered by a
prospectus supplement, and the extent to which the general terms and provisions
described below may apply to that series, will be described in the prospectus
supplement relating to those Debt Securities.

The Debt Securities are to be issued under an indenture, dated as of
November 13, 1995, as subsequently amended, between us and Bank One Trust
Company, NA, as trustee. The indenture is incorporated by reference as an
exhibit to the registration statement of which this prospectus is a part. We
have summarized the material provisions of the Debt Securities and the indenture
below. This summary does not restate the indenture in its entirety and is
qualified by reference to the indenture. We urge you to read the indenture
because it, and not this summary, defines your rights as holders of the Debt
Securities.

GENERAL

Under the indenture, we can issue an unlimited amount of Debt Securities. In
addition, the indenture provides that Debt Securities may be issued in series up
to the aggregate principal amount that may be authorized from time to time by
our Board of Directors. Each time that we issue a new series of Debt Securities,
the prospectus supplement relating to that new series will specify the terms of
those Debt Securities, including, where applicable:

- the designation, aggregate principal amount and denominations of the Debt
Securities;

- the date or dates on which the Debt Securities will mature;

- the rate or rates, if any, at which the Debt Securities will bear
interest;

- the date or dates from which any interest will accrue and on which
interest will be payable and, with respect to Debt Securities in
registered form, the record date for the interest payable on any interest
payment date;

- the place or places where the principal of and interest, if any, on the
Debt Securities will be payable;

- any redemption or sinking fund provisions;

- if other than the entire principal amount, the portion of the principal
amount of Debt Securities which will be payable upon declaration of
acceleration of the maturity of those Debt Securities;

- whether the Debt Securities will be issuable in registered or bearer form
or both, any restrictions applicable to the offer, sale or delivery of
bearer Debt Securities, and whether, and the terms upon which, bearer Debt
Securities will be exchangeable for registered Debt Securities and vice
versa;

- any special provisions for the payment of additional amounts on the Debt
Securities held by a person who is not a U.S. person, as defined below, in
respect of taxes or similar charges;

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- the currency or currencies in which the Debt Securities are being sold and
in which the principal of and any interest on the Debt Securities will be
payable;

- whether the Debt Securities will be convertible into or exchangeable or
exercisable for other securities and the terms and conditions relating to
that conversion or exchange or exercise; and

- any additional provisions or other special terms not inconsistent with the
provisions of the indenture, including any terms which may be required by
or advisable under United States laws or regulations or advisable in
connection with the marketing of the Debt Securities.

(Sections 2.01 and 2.02.) To the extent not described in this prospectus,
principal, premium, if any, and interest will be payable, and the Debt
Securities of a particular series will be transferable, in the manner described
in the prospectus supplement relating to that series.

Debt Securities of any series may be issued as registered Debt Securities or
bearer Debt Securities or both as specified in the terms of the series. Unless
otherwise indicated in the prospectus supplement, Debt Securities will be issued
in denominations of $1,000 and integral multiples of $1,000, and bearer Debt
Securities will not be offered, sold, resold or delivered to U.S. persons in
connection with their original issuance. For purposes of this prospectus, "U.S.
person" means a citizen, national or resident of the United States, a
corporation, partnership or other entity created or organized in or under the
laws of the United States, or any political subdivision of the United States, or
an estate or trust which is subject to United States federal income taxation
regardless of its source of income.

To the extent set forth in the prospectus supplement, except in special
circumstances set forth in the indenture, interest on bearer Debt Securities
will be payable only against presentation and surrender of the coupons for the
interest installments evidenced by those coupons as they mature at a paying
agency of our company located outside of the United States and its possessions.
(Section 2.05(c).) We will maintain such an agency for a period of two years
after the principal of those bearer Debt Securities has become due and payable.
During any period after the two years for which it is necessary in order to
conform to United States tax law or regulations, we will maintain a paying agent
outside the United States and its possessions to which the bearer Debt
Securities may be presented for payment and will provide the necessary funds for
the payments to the paying agent upon reasonable notice. (Section 2.04.)

The general provisions of the indenture do not afford holders of the Debt
Securities protection in the event we are involved in a highly-leveraged
transaction, reorganization, merger or similar transaction that may adversely
affect holders of the Debt Securities.

Bearer Debt Securities and the coupons related thereto will be transferable
by delivery. (Section 2.08(e).)

If appropriate, federal income tax consequences applicable to a series of
Debt Securities will be described in the prospectus supplement relating that
series.

RANKING

Each series of Debt Securities will be our unsecured obligations ranking
equal in right of payment with all our other unsecured and unsubordinated
obligations. In addition, as a holding company, we conduct our operations
through subsidiaries and, therefore, our obligations under the Debt Securities
will be structurally subordinated to all of the indebtedness of our
subsidiaries. As of June 30, 1999, we, together with our subsidiaries, had
outstanding approximately $8.0 billion of indebtedness, excluding our obligated
mandatorily redeemable preferred securities of subsidiary trusts holding only
debentures guaranteed by us.

The outstanding indebtedness of these consolidated subsidiaries as of June
30, 1999 was approximately $3.6 billion, which includes all of the indebtedness
of MediaOne of Delaware, Inc. (formerly Continental Cablevision, Inc.), our
principal operating subsidiary.

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See "Our Company--Recent Developments" above for a description of the
effects of the merger between AT&T and us on our outstanding obligations.

GLOBAL SECURITIES

The Debt Securities of a series may be issued in the form of one or more
fully registered global securities that will be deposited with, or on behalf of,
a depositary identified in the prospectus supplement relating to that series.
Unless and until it is exchanged for Debt Securities in definitive registered
form, a global security may not be transferred except as a whole by the
depositary for that global security to a nominee of the depositary or by a
nominee of the depositary to the depositary or another nominee of the depositary
or by the depositary or any nominee of the depositary to a successor of the
depositary or a nominee of the successor.

The specific terms of the depositary arrangements with respect to a series
of Debt Securities will be described in the prospectus supplement relating to
that series. We anticipate that the following provisions will apply to all
depositary arrangements.

Upon the issuance of a global security, the depositary for that global
security will credit the accounts held with it with the respective principal
amounts of the Debt Securities represented by that global security. The accounts
shall be designated by the underwriters or agents with respect to those Debt
Securities or by us if those Debt Securities are offered and sold directly by
us. Ownership of beneficial interests in a global security will be limited to
persons that have accounts with the depositary for that global security
("participants") or persons that may hold interests through participants.
Ownership of beneficial interests in a global security will be shown on, and the
transfer of that ownership will be effected only through, records maintained by
the depositary for that global security or on the records of participants. The
laws of some states require that certain purchasers of securities take physical
delivery of the securities in definitive form. These limits and laws may impair
the ability to transfer beneficial interests in a global security.

So long as the depositary for a global security or its nominee is the
registered owner of that global security, the depositary or the nominee, as the
case may be, will be considered the sole owner or holder of the Debt Securities
represented by that global security for all purposes under the indenture. Except
as provided below, owners of beneficial interests in a global security will not
be entitled to have Debt Securities represented by that global security
registered in their names, will not receive or be entitled to receive physical
delivery of those Debt Securities in definitive form and will not be considered
the owners or holders of those Debt Securities under the indenture.

Principal, premium, if any, and interest payments on Debt Securities
registered in the name of a depositary or its nominee will be made to the
depositary or its nominee, as the case may be, as the registered owner of the
global security representing those Debt Securities. Neither we, the trustee for
those Debt Securities, any paying agent nor the security registrar for those
Debt Securities will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests in the global security for those Debt Securities or for maintaining,
supervising or reviewing any records relating to those beneficial ownership
interests.

We expect that the depositary for a series of Debt Securities issued in the
form of a global security, upon receipt of any payment of principal, premium or
interest, will credit immediately participants' accounts with payments in
amounts proportionate to their respective beneficial interests in the principal
amount of the global security for those Debt Securities as shown on the records
of the depositary. We also expect that payments by participants to owners of
beneficial interests in a global security held through those participants will
be governed by standing instructions and customary practices, as is now the case
with securities held for the accounts of customers in bearer form or registered
in "street name," and will be the responsibility of those participants.

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If a depositary for a series of Debt Securities is at any time unwilling or
unable to continue as depositary and a successor depositary is not appointed by
us within 90 days, we will issue Debt Securities of that series in definitive
form in exchange for the global security representing that series of Debt
Securities. In addition, we may at any time and in our sole discretion determine
not to have the Debt Securities of a series represented by a global security
and, in such event, will issue Debt Securities of that series in definitive form
in exchange for the global security representing that series of Debt Securities.
In either instance, an owner of a beneficial interest in a global security will
be entitled to have Debt Securities of the series represented by that global
security equal in principal amount to the beneficial interest registered in its
name and will be entitled to physical delivery of those Debt Securities in
definitive form. Debt Securities of that series so issued in definitive form
will be issued in denominations of $1,000 and integral multiples of $1,000 and
will be issued in registered form only, without coupons.

EXCHANGE OF SECURITIES

To the extent permitted by the terms of a series of Debt Securities
authorized to be issued in registered form and bearer form, bearer Debt
Securities may be exchanged for an equal aggregate principal amount of
registered Debt Securities of the same series and date of maturity in the
authorized denominations as may be requested upon surrender of the bearer Debt
Securities with all unpaid coupons relating to those Debt Securities, at an
agency of our company maintained for that purpose and upon fulfillment of all
other requirements of the agent. (Section 2.08(b).) As of the date of this
prospectus, United States Treasury regulations do not permit exchanges of
registered Debt Securities for bearer Debt Securities and, unless those
regulations are modified, the terms of a series of Debt Securities will not
permit registered Debt Securities to be exchanged for bearer Debt Securities.

AMENDMENT AND WAIVER

Subject to certain exceptions, the indenture may be amended or supplemented
by us and the trustee with the consent of the holders of a majority in principal
amount of the outstanding Debt Securities of each series affected by the
amendment or supplement (with each series voting as a class), or compliance with
any provision may be waived with the consent of the holders of a majority in
principal amount of the outstanding Debt Securities of each series affected by
that waiver (with each series voting as a class). However, without the consent
of each holder of Debt Securities affected thereby, an amendment or waiver may
not

- reduce the amount of Debt Securities whose holders must consent to an
amendment or waiver;

- change the rate of or change the time for payment of interest on any Debt
Securities;

- change the principal of or change the fixed maturity of any Debt
Securities;

- change the terms of any Debt Securities so as to adversely affect the
terms on which those Debt Securities are convertible into, or exchangeable
or exercisable for, shares of a class of capital stock of our company or
any other corporation;

- waive a default in the payment of the principal of or interest on any Debt
Securities;

- make any Debt Securities payable in money other than that stated in the
Debt Securities; or

- impair the right to institute suit for the enforcement of any payment on
or with respect to any Debt Securities.

(Section 9.02.) The indenture may be amended or supplemented without the consent
of any holder of Debt Securities:

- to cure any ambiguity, defect or inconsistency in the indenture or the
Debt Securities of any series;

10
<PAGE>
- to provide for the assumption of all the obligations of our company under
the Debt Securities, any coupons related to those Debt Securities and the
indenture by any corporation in connection with a merger, consolidation,
transfer or lease of our property and assets substantially as an entirety,
as provided for in the indenture;

- to provide for uncertificated Debt Securities in addition to or in place
of certificated Debt Securities;

- to make any change that does not adversely affect the rights of any holder
of Debt Securities;

- to provide for the issuance of and establish the form and terms and
conditions of a series of Debt Securities endorsed on those Debt
Securities or to establish the form of any certifications required to be
furnished pursuant to the terms of the indenture or any series of Debt
Securities; or

- to add to the rights of holders of Debt Securities.

(Section 9.01.)

MERGER

Under the indenture, we may consolidate with or merge into, or transfer or
lease our property and assets substantially as an entirety to, another entity if
the successor entity is a corporation and assumes all of our obligations under
the Debt Securities and any coupons related to those Debt Securities and the
indenture and if, after giving effect to the transaction, a default or event of
default would not occur or be continuing. If this happens, all of our
obligations under the Debt Securities and any coupons related to those Debt
Securities and the indenture shall terminate. (Sections 5.01 and 5.02.) See "Our
Company--Recent Developments" above for a description of the merger between AT&T
and us.

DEFEASANCE

We may terminate all of our obligations (other than for certain obligations
to register the transfer or exchange of Debt Securities, maintain paying
agencies and hold monies for payment in trust) under the Debt Securities and the
indenture with respect to the Debt Securities of any series or any installment
of principal and premium, if any, or interest on the Debt Securities of that
series if we irrevocably deposit in trust with the trustee money or U.S.
Government Obligations sufficient to pay, when due, principal, premium, if any,
and interest on the Debt Securities of that series to maturity or redemption or
the installment of principal and premium, if any, or interest, as the case may
be, and if all other conditions set forth in the Debt Securities of that series
are met. We shall designate the installment or installments of principal or
interest to be so satisfied. With respect to the principal amount of the Debt
Securities of any series, if the Debt Securities of that series are convertible
or exchangeable or exercisable for other securities, in lieu of depositing money
or U.S. Government Obligations in an amount sufficient to satisfy the principal
amount of the Debt Securities of that series, we may deposit with the applicable
trustee the amount of those other securities for which the Debt Securities of
that series is convertible or exchangeable or exercisable.

"U.S. Government Obligations" means (i) direct obligations of the United
States of America for the payment of which the full faith and credit of the
United States of America is pledged; or (ii) obligations of a person controlled
or supervised by and acting as an agency or instrumentality of the United States
of America, the full and timely payment of which is unconditionally guaranteed
as a full faith and credit obligation by the United States of America.

11
<PAGE>
EVENTS OF DEFAULT

An event of default under the indenture with respect to a series of Debt
Securities is defined as being:

- default in the payment of interest on any Debt Security of that series for
90 days;

- default in the payment of the principal of any Debt Security of that
series;

- failure by us for 90 days after notice to us to comply with any of our
other agreements in the Debt Securities of that series, in the indenture
or in any supplemental indenture; and

- certain events of bankruptcy or insolvency of our company.

(Section 6.01.)

If an event of default occurs with respect to the Debt Securities of any
series and is continuing, the trustee or the holders of at least 25% in
principal amount of all of the outstanding Debt Securities of that series may
declare the principal (or, if the Debt Securities of that series are original
issue discount Debt Securities, the portion of the principal amount as may be
specified in the terms of that series) of all the Debt Securities of that series
to be due and payable. Upon that declaration, the principal (or, in the case of
original issue discount Debt Securities, the specified amount) shall be due and
payable immediately. (Section 6.02.)

Securityholders may not enforce the indenture or the Debt Securities except
as provided in the indenture. The trustee may require indemnity satisfactory to
it before it enforces the indenture or the Debt Securities. (Section 7.01.)
Subject to certain limitations, holders of a majority in principal amount of the
Debt Securities of each series affected (with each series voting as a class) may
direct the trustee in its exercise of any trust power. (Section 6.05.) The
trustee may withhold from holders of Debt Securities notice of any continuing
default (except a default in payment of principal or interest) if it determines
that withholding notice is in their interests. (Section 7.05.)

CONCERNING THE TRUSTEE

We and certain of our affiliates maintain banking relationships in the
ordinary course of business with the trustee. In addition, the trustee and
certain of its affiliates serve as trustee, authenticating agent or paying agent
with respect to certain debt securities of our company and our affiliates.

GOVERNING LAW

The Debt Securities will be governed by and construed in accordance with the
law of the State of New York.

PLAN OF DISTRIBUTION

DISTRIBUTION OF SECURITIES

We may offer and sell the Debt Securities to or through underwriting
syndicates represented by managing underwriters, to or through underwriters
without a syndicate, through dealers, through agents, or through a combination
of any of those methods of sale. The prospectus supplement with respect to each
series of Debt Securities will set forth the terms of the offering, including
the name or names of any underwriters, dealers or agents, the purchase price and
the net proceeds to us from that sale, any underwriting discounts, agency fees
and other items constituting underwriters' or agents' compensation, the initial
public offering price and any discounts or concessions allowed, re-allowed or
paid to dealers.

If any underwriters are involved in the offer and sale, the Debt Securities
will be acquired by the underwriters and may be resold by them from time to time
in one or more transactions, including negotiated transactions, at a fixed
public offering price or at varying prices determined at the time of

12
<PAGE>
sale. Unless otherwise set forth in the accompanying prospectus supplement, the
obligations of the underwriters to purchase the Debt Securities will be subject
to certain conditions precedent and the underwriters will be obligated to
purchase all the Securities described in that prospectus supplement if any are
purchased. Any initial public offering price and any discounts or concessions
allowed or re-allowed or paid to dealers may be changed from time to time.

We may offer and sell the Debt Securities directly or through an agent or
agents designated by us from time to time. Unless otherwise indicated in the
applicable prospectus supplement, any agent or agents designated by us will be
acting on a best efforts basis for the period of its or their appointment. Any
agent participating in the distribution of the Debt Securities may be deemed to
be an "underwriter," as that term is defined in the Securities Act of 1933, as
amended, of the Debt Securities so offered and sold. The Debt Securities also
may be sold to dealers, at the applicable price to the public set forth in the
applicable prospectus supplement relating to a particular series of the
Securities, who later resell to investors. Those dealers may be deemed to be
"underwriters" within the meaning of the Securities Act.

Underwriters, dealers and agents may be entitled, under agreements entered
into with our company, to indemnification by us against certain liabilities,
including liabilities under the Securities Act.

The place and time of delivery for the Debt Securities in respect of which
this prospectus is delivered will be set forth in the accompanying prospectus
supplement, if appropriate.

DELAYED DELIVERY ARRANGEMENTS

If so indicated in the prospectus supplement, we will authorize dealers or
other persons acting as our agents to solicit offers by certain institutions to
purchase Debt Securities from us pursuant to contracts providing for payment and
delivery on a future date. Institutions with which those contracts may be made
include commercial and savings banks, insurance companies, pension funds,
investment companies, educational and charitable institutions, and others, but
in all cases such institutions must be approved by our company. The obligations
of any purchaser under any of those contracts will not be subject to any
conditions except that (a) the purchaser of the Debt Securities shall not at the
time of delivery be prohibited from purchasing those securities under the laws
of the jurisdiction to which such purchaser is subject and (b) if the Debt
Securities are also being sold to underwriters, we shall have sold to those
underwriters the Debt Securities not sold for delayed delivery. The dealers and
those other persons will not have any responsibility in respect of the validity
or performance of those contracts.

LEGAL OPINIONS

The validity of the Debt Securities will be passed upon by Stephen E. Brilz,
Corporate Counsel and Assistant Secretary of MediaOne Group.

EXPERTS

The consolidated financial statements and financial statement schedule
included in MediaOne Group, Inc.'s Annual Report on Form 10-K for the year ended
December 31, 1998, have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their reports with respect thereto, and are
incorporated by reference herein in reliance upon the authority of said firm as
experts in accounting and auditing in giving said reports.

13
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

<TABLE>
<S> <C>
Securities and Exchange Commission Filing Fee........................................ $1,390,000
Rating Agency Fees................................................................... 10,000
Blue Sky Fees and Expenses........................................................... 20,000
Trustee's Expenses................................................................... 30,000
Printing and Engraving Fees.......................................................... 60,000
Accounting Fees and Expenses......................................................... 25,000
Legal Fees and Expenses.............................................................. 300,000
Miscellaneous........................................................................ 2,000
----------
Total............................................................................ $1,837,000
----------
----------
</TABLE>

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the Delaware General Corporation Law (the "DGCL") permits the
board of directors of MEDIAONE GROUP, INC. ("MediaOne Group") 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 Company, 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 by-law, agreement, vote of
stockholders or disinterested directors, or otherwise. MediaOne Group's By-laws
provide for indemnification of its directors and officers to the fullest extent
permitted by law.

As permitted by section 102 of the DGCL, MediaOne Group's Restated
Certificate of Incorporation eliminates a director's personal liability for
monetary damages to MediaOne Group 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 MediaOne Group or its stockholders, for acts 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 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.

Any agents, dealers or underwriters who execute an underwriting or other
distribution agreement in connection with an offering of Debt Securities will
agree to indemnify MediaOne Group's directors and their officers who signed the
registration statement against certain liabilities which might arise under the
Securities Act with respect to information furnished to MediaOne Group by or on
behalf of any such indemnifying party.

II-1
<PAGE>
ITEM 16. EXHIBITS.

Exhibits identified in parentheses below are on file with the Securities and
Exchange Commission and are incorporated herein by reference to such previous
filings. All other exhibits are provided as part of this electronic
transmission.

<TABLE>
<S> <C> <C>
(4-A) -- Form of Indenture between U S WEST, Inc. and The First National Bank of
Chicago, as Trustee (Exhibit 4.A to Registration Statement No. 33-62451).

(4-B) -- Form of Supplemental Indenture between U S WEST, Inc. and The First
National Bank of Chicago, as Trustee (Exhibit 4.B to Registration
Statement No. 33-62451).

5 -- Opinion of Stephen E. Brilz

12 -- Computation of Ratio of Earnings to Fixed Charges of MediaOne Group, Inc.

23-A -- Consent of Arthur Andersen LLP

23-B -- Consent of Stephen E. Brilz is contained in the opinion of counsel filed
as Exhibit 5.

24 -- Powers of Attorney

25 -- Statement of Eligibility under the Trust Indenture Act of 1939, as
amended, of Bank One Trust Company, NA, as Trustee under the Indenture.
</TABLE>

- ------------------------

ITEM 17. UNDERTAKINGS.

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;

(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 not previously disclosed in the registration statement or
any material change to such information in the registration statement;

PROVIDED, HOWEVER, that the undertakings set forth in paragraphs (i) and
(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the SEC by MediaOne Group pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), that are incorporated by reference in the
registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act, 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.

MediaOne Group hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of MediaOne Group's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and where
applicable, each filing of an employee benefit plan's annual

II-2
<PAGE>
report pursuant to Section 15(d) of the Exchange Act) 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.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of MediaOne
Group pursuant to the provisions referred to in Item 15 (other than the
insurance policies referred to therein), or otherwise, MediaOne Group has been
advised that, in the opinion of the SEC such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by MediaOne Group of expenses incurred or paid by a director,
officer or controlling person of MediaOne Group 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, MediaOne Group 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
Securities Act and will be governed by the final adjudication of such issue.

MediaOne Group hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as part of a
registration statement in reliance upon Rule 430A and contained in the form
of prospectus filed by MediaOne Group pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of the
registration statement as of the time it was declared effective.

(2) For the purposes of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus 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.

II-3
<PAGE>
SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES 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-3 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 8TH DAY OF
OCTOBER, 1999.

MEDIAONE GROUP, INC.

By /S/ STEPHEN E. BRILZ
-----------------------------------------
STEPHEN E. BRILZ
Assistant Secretary

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING DIRECTORS AND
OFFICERS OF MEDIAONE GROUP, INC. IN THE CAPACITIES AND ON THE DATE INDICATED.

PRINCIPAL EXECUTIVE OFFICER:

CHARLES M. LILLIS* President and Chief
Executive Officer

PRINCIPAL FINANCIAL AND ACCOUNTING 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*
JOHN SLEVIN*
DANIEL W. YOHANNES*

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

Dated: October 8, 1999

II-4
<PAGE>
EXHIBIT INDEX

<TABLE>
<S> <C> <C>
(4-A) -- Form of Indenture between U S WEST, Inc. and The First National Bank of
Chicago, as Trustee (Exhibit 4.A to Registration Statement No. 33-62451).

(4-B) -- Form of Supplemental Indenture between U S WEST, Inc. and The First
National Bank of Chicago, as Trustee (Exhibit 4.B to Registration
Statement No. 33-62451).

5 -- Opinion of Stephen E. Brilz

12 -- Computation of Ratio of Earnings to Fixed Charges of MediaOne Group, Inc.

23-A -- Consent of Arthur Andersen LLP

23-B -- Consent of Stephen E. Brilz is contained in the opinion of counsel filed
as Exhibit 5.

24 -- Powers of Attorney

25 -- Statement of Eligibility under the Trust Indenture Act of 1939, as
amended, of Bank One Trust Company, NA, as Trustee under the Indenture.
</TABLE>

II-5

<PAGE>
EXHIBIT 5

MediaOne Group, Inc.
188 Inverness Drive West
Englewood, Colorado 80112
(303) 858-3511
Stephen E. Brilz
Corporate Counsel and Assistant Secretary

October 8, 1999

MediaOne Group, Inc.
188 Inverness Drive West
Englewood, Colorado 80112

Re: Public Offering of Debt Securities

Gentlemen and Ladies:

I have examined the Registration Statement on Form S-3 filed
contemporaneously herewith (the "Registration Statement") by MediaOne Group,
Inc. (the "Registrant"), with the Securities and Exchange Commission (the
"Commission") in connection with the registration under the Securities Act of
1933, as amended, of up to $5,000,000,000 of debt securities (the "Debt
Securities"). I have examined the Registrant's certificate of incorporation and
bylaws, as amended, the form of indenture by and between the Registrant and Bank
One Trust Company, NA, as Trustee, under which any debt securities are to be
issued (the "Indenture"), and such other documents, certificates and matters of
fact as I have deemed necessary for purposes of this opinion. I am familiar with
the proceedings taken and proposed to be taken by the Registrant in connection
with the proposed authorization, issuance and sale of the Debt Securities.

I am also familiar with the proposed opinion of legal counsel qualified to
practice in New York concerning the validity, legality, and binding effect of
any debt securities under New York law, upon which opinion I will rely, at such
time as Debt Securities are issued in connection with the Registration
Statement.

Based upon the foregoing, and in reliance thereon, it is my opinion that,
subject to the receipt of payment for the Debt Securities and subject to the
terms of the Debt Securities being otherwise in compliance with then applicable
law, when the Debt Securities have been duly authorized, executed,
authenticated, if necessary, and delivered in accordance with the terms of the
applicable resolutions of the Board of Directors of the Registrant, and any
legally required consents, approvals, authorizations, and other orders of the
Commission or of any other judicial or regulatory authorities have been
obtained, the Debt Securities will constitute legally issued and binding
obligations of the Registrant, except as may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting creditors'
rights generally, and except that the remedies of specific performance and
injunctive and other forms of equitable relief are subject to certain equitable
defenses and to the discretion of the court before which any proceeding therefor
may be brought.

I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, and I further consent to the use of my name under the
caption "Legal Opinions" in the Prospectus forming a part of the Registration
Statement.

Very truly yours,

/s/ STEPHEN E. BRILZ

Stephen E. Brilz

<PAGE>
EXHIBIT 12

MEDIAONE GROUP, INC.
RATIO OF EARNINGS (LOSS) TO FIXED CHARGES
(DOLLARS IN MILLIONS)

<TABLE>
<CAPTION>
SIX MONTHS ENDED YEAR ENDED
-------------------------- -------------------------------------------------------------
06/30/99(1) 06/30/98(2) 12/31/98(2) 12/31/97 12/31/96 12/31/95 12/31/94
------------- ----------- ----------- --------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Income (loss) from continuing
operations........................ $ 519 $ 3,388 $ 2,638 $ (1,207) $ (537) $ (94) $ 69
Interest expense (net of amounts
capitalized)...................... 199 293 491 678 164 98 61
Interest factor on rentals (1/3).... 2 3 8 14 12 12 17
Equity losses in unconsolidated
ventures (less than 50% owned).... 141 138 280 690 168 66 --
Guaranteed minority interest
expense........................... 118 42 85 87 55 14 --
----- ----------- ----------- --------- ----- ----- -----
Earnings (loss)..................... $ 979 $ 3,864 $ 3,502 $ 262 $ (138) $ 96 $ 147
----- ----------- ----------- --------- ----- ----- -----
Interest expense.................... 203 318 $ 510 $ 714 $ 202 $ 131 $ 68
Interest factor on rentals (1/3).... 2 3 8 14 12 12 17
Guaranteed minority interest
expense........................... 118 42 85 87 55 14 --
----- ----------- ----------- --------- ----- ----- -----
Fixed charges....................... $ 323 $ 363 $ 603 $ 815 $ 269 $ 157 $ 85
----- ----------- ----------- --------- ----- ----- -----
Ratio of earnings to fixed
charges........................... 3.03 10.64 5.81 -- -- -- 1.73
Deficiency.......................... -- -- -- $ 553 $ 407 $ 61 --
----- ----------- ----------- --------- ----- ----- -----
</TABLE>

- ------------------------

(1) Earnings for the six months ended June 30, 1999 include a net gain of $960
million from the exchange of AirTouch Communications, Inc. shares for
Vodafone AirTouch plc shares, offset by merger costs. Without the net gain,
earnings would be insufficient to cover fixed charges by $304 million.

(2) Earnings for the year ended December 31, 1998 and for the six months ended
June 30, 1998 include a gain of $3,869 million from the sale of the domestic
wireless operations. Without the gain, earnings would be insufficient to
cover the fixed charges by $970 million and $368 million, respectively.

<PAGE>
EXHIBIT 23-A

[LETTERHEAD]

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-3, of our report dated
February 18, 1999 (except with respect to the matters discussed in Note 22, as
to which the date is March 22, 1999) included in MediaOne Group, Inc.'s Form
10-K for the year ended December 31, 1998 and to all references to our Firm
included in this registration statement.

/s/ Arthur Andersen LLP

Denver, Colorado
October 8, 1999

<PAGE>
EXHIBIT 24

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

WHEREAS, MediaOne Group, Inc., a Delaware corporation (hereinafter referred
to as the "Company") proposes to file with the Securities and Exchange
Commission (the "Commission") under the provisions of the Securities Act of
1933, as amended, a Registration Statement, including a related prospectus (all
effectively referred to as the "Registration Statement"), for the registration
by the Company of up to $5 Billion of Debt Securities that may be exchangeable
for equity securities of Vodafone AirTouch Plc and/or other publicly traded
companies (the "Debt Securities"); and

WHEREAS, the Board of Directors of the Company has unanimously approved the
above described transaction; and

WHEREAS, each of the undersigned is a Director of the Company;

NOW, THEREFORE, each of the undersigned constitutes and appoints STEPHEN E.
BRILZ as attorney for him or her in his or her name, place and stead, and in his
or her capacity as a Director of the Company, to execute and file such
Registration Statement and thereafter to execute and file any further amendments
or supplements thereto, hereby giving and granting to said attorney full power
and authority to do and perform all and every act and thing whatsoever requisite
and necessary to be done in and about the premises as fully, to all intents and
purposes, as he or she might or could do if personally present at the doing
thereof, hereby ratifying and confirmation all that said attorney may or shall
lawfully do, or cause to be done, by virtue hereof.

IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney this 6th day of October, 1999.

<TABLE>
<S> <C>
/S/ KATHLEEN A. COTE /S/ ROBERT L. CRANDALL
- ------------------------------------------ ------------------------------------------
Kathleen A. Cote Robert L. Crandall

/S/ GRANT A. DOVE /S/ ALLAN D. GILMOUR
- ------------------------------------------ ------------------------------------------
Grant A. Dove Allan D. Gilmour

/S/ PIERSON M. GRIEVE /S/ CHARLES M. LILLIS
- ------------------------------------------ ------------------------------------------
Pierson M. Grieve Charles M. Lillis

/S/ CHARLES P. RUSS, III /S/ LOUIS A. SIMPSON
- ------------------------------------------ ------------------------------------------
Charles P. Russ, III Louis A. Simpson

/S/ JACK SLEVIN /S/ DANIEL W. YOHANNES
- ------------------------------------------ ------------------------------------------
Jack Slevin Daniel W. Yohannes
</TABLE>

<PAGE>
POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

WHEREAS, the undersigned is an Officer of the Company;

NOW, THEREFORE, the undersigned constitutes and appoints STEPHEN E. BRILZ as
attorney for him and in his name, place and stead, and in his capacity as an
Officer of the Company, to execute and file such Registration Statement and
Prospectus Supplement, and thereafter to execute and file any amended
registration statement or statements or prospectus supplement or supplements and
to perform all and every act and thing whatsoever requisite and necessary to be
done in and about the premises as fully, to all intents and purposes, as he
might or could do if personally present at the doing thereof, hereby ratifying
and confirming all that said attorneys may or shall lawfully do, or cause to be
done, by virtue hereof.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this
6th day of October, 1999.

/S/ CHARLES M. LILLIS
- ---------------------------------------------

Charles M. Lillis
President and Chief Executive Officer
<PAGE>
POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

WHEREAS, the undersigned is an Officer of the Company;

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this
6th day of October, 1999.

/S/ RICHARD A. POST
- ---------------------------------------------

Richard A. Post
Executive Vice President and Chief Financial Officer

<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)____

----------------------

BANK ONE TRUST COMPANY, NA
(EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)

A NATIONAL BANKING ASSOCIATION 31-0838515
(I.R.S. EMPLOYER
IDENTIFICATION NUMBER)

100 EAST BROAD STREET, COLUMBUS, OHIO 43271-0181
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

BANK ONE TRUST COMPANY, NA
100 EAST BROAD STREET
COLUMBUS, OHIO 43271-0181
ATTN: LINDA J. PATTERSON, SENIOR MANAGING DIRECTOR, (614) 248-5193
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)

--------------------
MEDIAONE GROUP, INC.
(EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER)

DELAWARE 84-0926774
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)

188 INVERNESS DRIVE WEST
ENGLEWOOD, COLORADO 80112
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

DEBT SECURITIES
(TITLE OF INDENTURE SECURITIES)

<PAGE>

ITEM 1. GENERAL INFORMATION. FURNISH THE FOLLOWING
INFORMATION AS TO THE TRUSTEE:

(a) NAME AND ADDRESS OF EACH EXAMINING OR
SUPERVISING AUTHORITY TO WHICH IT IS SUBJECT.

Comptroller of Currency, Washington, D.C.;
Federal Deposit Insurance Corporation,
Washington, D.C.; The Board of Governors of
the Federal Reserve System, Washington D.C.

(b) WHETHER IT IS AUTHORIZED TO EXERCISE
CORPORATE TRUST POWERS.

The trustee is authorized to exercise corporate
trust powers.

ITEM 2. AFFILIATIONS WITH THE OBLIGOR. IF THE OBLIGOR
IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH
SUCH AFFILIATION.

No such affiliation exists with the trustee.

ITEM 16. LIST OF EXHIBITS. LIST BELOW ALL EXHIBITS FILED AS A
PART OF THIS STATEMENT OF ELIGIBILITY.

1. A copy of the articles of association of the
trustee now in effect.

2. A copy of the certificate of authority of the
trustee to commence business.

3. A copy of the authorization of the trustee to
exercise corporate trust powers.

4. A copy of the existing by-laws of the trustee.

5. Not Applicable.

6. The consent of the trustee required by
Section 321(b) of the Act.
<PAGE>

7. A copy of the latest report of condition of the
trustee published pursuant to law or the
requirements of its supervising or examining
authority.

8. Not Applicable.

9. Not Applicable.

Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, Bank One Trust Company, NA, a national banking
association organized and existing under the laws of the United States
of America, has duly caused this Statement of Eligibility to be signed
on its behalf by the undersigned, thereunto duly authorized, all in
the City of Chicago and State of Illinois, on the 8th day of October,
1999.

BANK ONE TRUST COMPANY, NA,
TRUSTEE

BY /s/ STEVEN M. WAGNER
----------------------
STEVEN M. WAGNER
DIRECTOR

<PAGE>

EXHIBIT 1

A COPY OF THE ARTICLES OF ASSOCIATION OF THE
TRUSTEE NOW IN EFFECT

AMENDED AND RESTATED
ARTICLES OF ASSOCIATION
OF
BANK ONE TRUST COMPANY, NA

FIRST. The title of this Association shall be BANK ONE TRUST COMPANY, NA.

SECOND. The main office of the Association shall be in the City of Columbus,
County of Franklin, State of Ohio.

The business of the Association will be limited to the fiduciary powers and the
support of activities incidental to the exercise of those powers. The
Association will not expand or alter its business beyond that stated in this
article without the prior approval of the Comptroller of the Currency.

THIRD. The Board of Directors of this Association shall consist of not less
than five nor more than twenty-five persons, the exact number to be fixed and
determined from time to time by resolution of a majority of the full Board of
Directors or by resolution of a majority of the shareholders at any annual or
special meeting thereof. Each director shall own common or preferred stock of
the Association, or of a holding company owning the Association, with an
aggregate par, fair market or equity value of not less than $1,000, as of either
(i) the date of purchase, (ii) the date the person became a director, or (iii)
the date of that person's most recent election to the Board of Directors,
whichever is more recent. Any combination of common or preferred stock of the
Association or holding company may be used.

Any vacancy in the Board of Directors may be filled by action of a majority of
the remaining directors between meetings of shareholders. The Board of
Directors may not increase the number of directors between meetings of
shareholders to a number which: (1) exceeds by more than two the number of
directors last elected by shareholders where the number was 15 or less; or (2)
exceeds by more than four the number of directors last elected by shareholders
where the number was 16 or more, but in no event shall the number of directors
exceed 25.

Terms of directors, including directors selected to fill vacancies, shall expire
at the next regular meeting of shareholders at which directors are elected,
unless the directors resign or are removed from office.

Despite the expiration of a director's term, the director shall continue to
serve until his or her successor is elected and qualifies or until there is a
decrease in the number of directors and his or her position is eliminated.

<PAGE>

Honorary or advisory members of the Board of Directors, without voting power or
power of final decision in matters concerning the business of the Association,
may be appointed by resolution of a majority of the full Board of Directors, or
by resolution of shareholders at any annual or special meeting. Honorary or
advisory directors shall not be counted to determine the number of directors of
the Association or the presence of a quorum in connection with any board action,
and shall not be required to own qualifying shares.

FOURTH. There shall be an annual meeting of the shareholders to elect directors
and transact whatever other business may be brought before the meeting. It
shall be held at the main office or any other convenient place the Board of
Directors may designate, on the day of each year specified therefor in the
Bylaws or, if that day falls on a legal holiday in the state in which the
Association is located, on the next following banking day. If no election is
held on the day fixed or in the event of a legal holiday on the following
banking day, an election may be held on any subsequent day within 60 days of the
day fixed, to be designated by the Board of Directors or, if the directors fail
to fix the day, by shareholders representing two-thirds of the shares issued and
outstanding. In all cases at least 10 days advance notice of the meeting shall
be given to the shareholders by first class mail.

In all elections of directors, the number of votes each common shareholder may
cast will be determined by multiplying the number of shares such shareholder
owns by the number of directors to be elected. Those votes may be cumulated and
cast for a single candidate or may be distributed among two or more candidates
in the manner selected by the shareholder. On all other questions, each common
shareholder shall be entitled to one vote for each share of stock held by such
shareholder. If the issuance of preferred stock with voting rights has been
authorized by a vote of shareholders owning a majority of the common stock of
the association, preferred shareholders will have cumulative voting rights and
will be included within the same class as common shareholders, for purposes of
elections of directors.

A director may resign at any time by delivering written notice to the Board of
Directors, its chairperson, or to the Association, which resignation shall be
effective when the notice is delivered unless the notice specifies a later
effective date.

A director may be removed by shareholders at a meeting called to remove him or
her, when notice of the meeting stating that the purpose or one of the purposes
is to remove him or her is provided, if there is a failure to fulfill one of the
affirmative requirements for qualification, or for cause, provided, however,
that a director may not be removed if the number of votes sufficient to elect
him or her under cumulative voting is voted against his or her removal.

FIFTH. The authorized amount of capital stock of this Association shall be
eighty thousand shares of common stock of the par value of ten dollars ($10.00)
each; but said capital stock may be increased or decreased from time to time,
according to the provisions of the laws of the United States.

No holder of shares of the capital stock of any class of the Association shall
have any preemptive or preferential right of subscription to any shares of any
class of stock of the Association, whether now or hereafter authorized, or to
any obligations convertible into stock of the Association, issued or sold, nor
any right of subscription to any thereof other than such, if any, as the Board
of Directors, in its discretion, may from time to time

<PAGE>

determine and at such price as the Board of Directors may from time to time fix.
Unless otherwise specified in the Articles of Association or required by law,
(1) all matters requiring shareholder action, including amendments to the
Articles of Association, must be approved by shareholders owning a majority
voting interest in the outstanding voting stock, and (2) each shareholder shall
be entitled to one vote per share.

Unless otherwise specified in the Articles of Association or required by law,
all shares of voting stock shall be voted together as a class on any matters
requiring shareholder approval. If a proposed amendment would affect two or
more classes or series in the same or a substantially similar way, all the
classes or series so affected must vote together as a single voting group on the
proposed amendment.

Shares of the same class or series may be issued as a dividend on a pro rata
basis and without consideration. Shares of another class or series may be
issued as share dividends in respect of a class or series of stock if approved
by a majority of the votes entitled to be cast by the class or series to be
issued unless there are no outstanding shares of the class or series to be
issued. Unless otherwise provided by the Board of Directors, the record date
for determining shareholders entitled to a share dividend shall be the date the
Board of Directors authorizes the share dividend.

Unless otherwise provided in the Bylaws, the record date for determining
shareholders entitled to notice of and to vote at any meeting is the close of
business on the day before the first notice is mailed or otherwise sent to the
shareholders, provided that in no event may a record date be more than 70 days
before the meeting.

If a shareholder is entitled to fractional shares pursuant to preemptive rights,
a stock dividend, consolidation or merger, reverse stock split or otherwise, the
Association may: (a) issue fractional shares or; (b) in lieu of the issuance of
fractional shares, issue script or warrants entitling the holder to receive a
full share upon surrendering enough script or warrants to equal a full share;
(c) if there is an established and active market in the Association's stock,
make reasonable arrangements to provide the shareholder with an opportunity to
realize a fair price through sale of the fraction, or purchase of the additional
fraction required for a full share; (d) remit the cash equivalent of the
fraction to the shareholder; or (e) sell full shares representing all the
fractions at public auction or to the highest bidder after having solicited and
received sealed bids from at least three licensed stock brokers, and distribute
the proceeds pro rata to shareholders who otherwise would be entitled to the
fractional shares. The holder of a fractional share is entitled to exercise the
rights for shareholder, including the right to vote, to receive dividends, and
to participate in the assets of the Association upon liquidation, in proportion
to the fractional interest. The holder of script or warrants is not entitled to
any of these rights unless the script or warrants explicitly provide for such
rights. The script or warrants may be subject to such additional conditions as:
(1) that the script or warrants will become void if not exchanged for full
shares before a specified date; and (2) that the shares for which the script or
warrants are exchangeable may be sold at the option of the Association and the
proceeds paid to scriptholders.

<PAGE>

The Association, at any time and from time to time, may authorize and issue debt
obligations, whether or not subordinated, without the approval of the
shareholders. Obligations classified as debt, whether or not subordinated,
which may be issued by the Association without the approval of shareholders, do
not carry voting rights on any issue, including an increase or decrease in the
aggregate number of the securities, or the exchange or reclassification of all
or part of securities into securities of another class or series.

SIXTH. The Board of Directors shall appoint one of its members president of
this Association, and one of its members chairperson of the board and shall have
the power to appoint one or more vice presidents, a secretary who shall keep
minutes of the directors' and shareholders' meetings and be responsible for
authenticating the records of the Association, and such other officers and
employees as may be required to transact the business of this Association. A
duly appointed officer may appoint one or more officers or assistant officers if
authorized by the Board of Directors in accordance with the Bylaws.
The Board of Directors shall have the power to:

(1) Define the duties of the officers, employees, and agents of the
Association.

(2) Delegate the performance of its duties, but not the responsibility for its
duties, to the officers, employees, and agents of the Association.

(3) Fix the compensation and enter into employment contracts with its officers
and employees upon reasonable terms and conditions consistent with
applicable law.

(4) Dismiss officers and employees.

(5) Require bonds from officers and employees and to fix the penalty thereof.

(6) Ratify written policies authorized by the Association's management or
committees of the board.

(7) Regulate the manner in which any increase or decrease of the capital of the
Association shall be made, provided that nothing herein shall restrict the
power of shareholders to increase or decrease the capital of the
association in accordance with law, and nothing shall raise or lower from
two-thirds the percentage for shareholder approval to increase or reduce
the capital.

(8) Manage and administer the business and affairs of the Association.

(9) Adopt initial Bylaws, not inconsistent with law or the Articles of
Association, for managing the business and regulating the affairs of the
Association.

(10) Amend or repeal Bylaws, except to the extent that the Articles of
Association reserve this power in whole or in part to shareholders.

(11) Make contracts.

(12) Generally perform all acts that are legal for a Board of Directors to
perform.

<PAGE>

SEVENTH. The Board of Directors shall have the power to change the location of
the main office of this Association to any other place within the limits of the
City of Columbus, State of Ohio, without the approval of the shareholders; and
shall have the power to change the location of the main office of this
Association to any other place outside the limits of the City of Columbus, State
of Ohio, but not more than thirty miles beyond such limits, with the affirmative
vote of shareholders owning two-thirds of the stock of the Association, subject
to receipt of a certificate of approval from the Comptroller of the Currency.
The Board of Directors shall have the power to establish or change the location
of any branch or branches of the Association to any other location permitted
under applicable law without the approval of the shareholders, subject to
approval by the Office of the Comptroller of the Currency. The Board of
Directors shall have the power to establish or change the location of any
nonbranch office or facility of the Association without the approval of the
shareholders.

EIGHTH. The corporate existence of this Association shall continue until
termination according to the laws of the United States.

NINTH. The Board of Directors of this Association, or any shareholders owning,
in the aggregate, not less than 20 percent of the stock of this Association, may
call a special meeting of shareholders at any time. Unless otherwise provided
by the Bylaws or the laws of the United States, or waived by shareholders, a
notice of the time, place, and purpose of every annual and special meeting of
the shareholders shall be given by first-class mail, postage prepaid, mailed at
least 10, and no more than 60, days prior to the date of the meeting to each
shareholder of record at his/her address as shown upon the books of this
Association. Unless otherwise provided by the Bylaws, any action requiring
approval of shareholders must be effected at a duly called annual or special
meeting.

TENTH. The Association shall provide indemnification as set forth below:

Every person who is or was a Director, officer or employee of the Association
or of any other corporation which he served as a Director, officer or
employee at the request of the Association as part of his regularly assigned
duties may be indemnified by the Association in accordance with the
provisions of this Article against all liability (including, without
limitation, judgments, fines, penalties, and settlements) and all reasonable
expenses (including, without limitation, attorneys' fees and investigative
expenses) that may be incurred or paid by him in connection with any claim,
action, suit or proceeding, whether civil, criminal or administrative (all
referred to hereafter in this Article as "Claims") or in connection with any
appeal relating thereto in which he may become involved as a party or
otherwise or with which he may be threatened by reason of his being or having
been a Director, officer or employee of the Association or such other
corporation, or by reason of any action taken or omitted by him in his
capacity as such Director, officer or employee, whether or not he continues
to be such at the time such liability or expenses are incurred; PROVIDED that
nothing contained in this Article shall be construed to permit
indemnification of any such person who is adjudged guilty of, or liable for,
willful misconduct, gross neglect of duty or criminal acts, unless, at the
time such indemnification is sought, such indemnification in such instance is
permissible under applicable law and regulations, including published rulings
of the Comptroller of the Currency or other appropriate

<PAGE>

supervisory or regulatory authority; and PROVIDED FURTHER that there shall be no
indemnification of Directors, officers, or employees against expenses,
penalties, or other payments incurred in an administrative proceeding or action
instituted by an appropriate regulatory agency which proceeding or action
results in a final order assessing civil money penalties or requiring
affirmative action by an individual or individuals in the form of payments to
the Association.

Every person who may be indemnified under the provisions of this Article and who
has been wholly successful on the merits with respect to any Claim shall be
entitled to indemnification as of right. Except as provided in the preceding
sentence, any indemnification under this Article shall be at the sole discretion
of the Board of Directors and shall be made only if the Board of Directors or
the Executive Committee acting by a quorum consisting of Directors who are not
parties to such Claim shall find or if independent legal counsel (who may be the
regular counsel of the Association) selected by the Board of Directors or
Executive Committee whether or not a disinterested quorum exists shall render
their opinion that in view of all of the circumstances then surrounding the
Claim, such indemnification is equitable and in the best interests of the
Association. Among the circumstances to be taken into consideration in arriving
at such a finding or opinion is the existence or non-existence of a contract of
insurance or indemnity under which the Association would be wholly or partially
reimbursed for such indemnification, but the existence or non-existence of such
insurance is not the sole circumstance to be considered nor shall it be wholly
determinative of whether such indemnification shall be made. In addition to
such finding or opinion, no indemnification under this Article shall be made
unless the Board of Directors or the Executive Committee acting by a quorum
consisting of Directors who are not parties to such Claim shall find or if
independent legal counsel (who may be the regular counsel of the Association)
selected by the Board of Directors or Executive Committee whether or not a
disinterested quorum exists shall render their opinion that the Directors,
officer or employee acted in good faith in what he reasonably believed to be the
best interests of the Association or such other corporation and further in the
case of any criminal action or proceeding, that the Director, officer or
employee reasonably believed his conduct to be lawful. Determination of any
Claim by judgment adverse to a Director, officer or employee by settlement with
or without Court approval or conviction upon a plea of guilty or of NOLO
CONTENDERE or its equivalent shall not create a presumption that a Director,
officer or employee failed to meet the standards of conduct set forth in this
Article. Expenses incurred with respect to any Claim may be advanced by the
Association prior to the final disposition thereof upon receipt of an
undertaking satisfactory to the Association by or on behalf of the recipient to
repay such amount unless it is ultimately determined that he is entitled to
indemnification under this Article.

The rights of indemnification provided in this Article shall be in addition to
any rights to which any Director, officer or employee may otherwise be entitled
by contract or as a matter of law. Every person who shall act as a Director,
officer or employee of this Association shall be conclusively presumed to be
doing so in reliance upon the right of indemnification provided for in this
Article.

<PAGE>

ELEVENTH. These Articles of Association may be amended at any regular or special
meeting of the shareholders by the affirmative vote of the holders of a majority
of the stock of this Association, unless the vote of the holders of a greater
amount of stock is required by law, and in that case by the vote of the holders
of such greater amount. The Association's Board of Directors may propose one or
more amendments to the Articles of Association for submission to the
shareholders.

<PAGE>

EXHIBIT 2

A COPY OF THE CERTIFICATE OF AUTHORITY OF THE
TRUSTEE TO COMMENCE BUSINESS

CERTIFICATE

I, John D. Hawke, Jr., Comptroller of the Currency, do hereby certify that:

1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq.,
as amended, 12 U.S.C. 1, et seq., as amended, has possession, custody and
control of all records pertaining to the chartering of all National Banking
Associations.

2. "Bank One Trust Company, National Association," Columbus, Ohio, (Charter
No. 16235) is a National Banking Association formed under the laws of the United
States and is authorized thereunder to transact the business of banking on the
date of this Certificate.

IN TESTIMONY WHEREOF, I have hereunto

subscribed my name and caused my seal of

office to be affixed to these presents at the

Treasury Department in the City of

Washington and District of Columbia, this

15th day of September, 1999.

/s/ John D. Hawke, Jr.
-----------------------
Comptroller of the Currency

<PAGE>

EXHIBIT 3

A COPY OF THE AUTHORIZATION OF THE TRUSTEE
TO EXERCISE CORPORATE TRUST POWERS

CERTIFICATE

I, John D. Hawke, Jr., Comptroller of the Currency, do hereby certify that:

2. "Bank One Trust Company, National Association," Columbus, Ohio, (Charter
No. 16235) was granted, under the hand and seal of the Comptroller, the right to
act in all fiduciary capacities authorized under the provisions of the Act of
Congress approved September 28, 1962, 76 Stat. 668, 12 U.S.C. 92a, and that the
authority so granted remains in full force and effect on the date of this
Certificate.

IN TESTIMONY WHEREOF, I have hereunto

subscribed my name and caused my seal of

office to be affixed to these presents at the

Treasury Department in the City of

Washington and District of Columbia, this

15th day of September, 1999.

/s/ John D. Hawke, Jr.
----------------------
Comptroller of the Currency

<PAGE>

EXHIBIT 4

A COPY OF THE EXISTING BY-LAWS OF THE TRUSTEE

BANK ONE TRUST COMPANY, NA
BY-LAWS

ARTICLE I

MEETINGS OF SHAREHOLDERS

SECTION 1.01. ANNUAL MEETING. The regular annual meeting of the shareholders of
the Bank for the election of Directors and for the transaction of such business
as may properly come before the meeting shall be held at its main office, or
other convenient place duly authorized by the Board of Directors, on the same
day upon which any regular or special Board meeting is held from and including
the first Monday of January to, and including, the fourth Monday of February of
each year, or on the next succeeding banking day, if the day fixed falls on a
legal holiday. If from any cause, an election of Directors is not made on the
day fixed for the regular meeting of the shareholders or, in the event of a
legal holiday, on the next succeeding banking day, the Board of Directors shall
order the election to be held on some subsequent day, as soon thereafter as
practicable, according to the provisions of law; and notice thereof shall be
given in the manner herein provided for the annual meeting. Notice of such
annual meeting shall be given by or under the direction of the Secretary, or
such other officer as may be designated by the Chief Executive Officer, by
first-class mail, postage prepaid, to all shareholders of record of the Bank at
their respective addresses as shown upon the books of the Bank mailed not less
than ten days prior to the date fixed for such meeting.

SECTION 1.02. SPECIAL MEETINGS. A special meeting of the shareholders of the
Bank may be called at any time by the Board of Directors or by any three or more
shareholders owning, in the aggregate, not less than ten percent of the stock of
the Bank. Notice of any special meeting of the shareholders called by the Board
of Directors, stating the time, place and purpose of the meeting, shall be given
by or under the direction of the Secretary, or such other officer as is
designated by the Chief Executive Officer, by first-class mail, postage prepaid,
to all shareholders of record of the Bank at their respective addresses as shown
upon the books of the Bank mailed not less than ten days prior to the date fixed
for such meeting. Any special meeting of shareholders shall be conducted and its
proceedings recorded in the manner prescribed in these By-Laws for annual
meetings of shareholders.

<PAGE>

SECTION 1.03. SECRETARY OF MEETING OF SHAREHOLDERS. The Board of Directors may
designate a person to be the secretary of the meeting of shareholders. In the
absence of a presiding officer, as designated by these By-Laws, the Board of
Directors may designate a person to act as the presiding officer. In the event
the Board of Directors fails to designate a person to preside at a meeting of
shareholders and a secretary of such meeting, the shareholders present or
represented shall elect a person to preside and a person to serve as secretary
of the meeting. The secretary of the meeting of shareholders shall cause the
returns made by the judges of election and other proceedings to be recorded in
the minute books of the Bank. The presiding officer shall notify the
Directors-elect of their election and to meet forthwith for the organization of
the new Board of Directors. The minutes of the meeting shall be signed by the
presiding officer and the secretary designated for the meeting.

SECTION 1.04. JUDGES OF ELECTION. The Board of Directors may appoint as many
as three shareholders to be judges of the election, who shall hold and conduct
the same, and who shall, after the election has been held, notify, in writing
over their signatures, the secretary of the meeting of shareholders of the
result thereof and the names of the Directors elected; provided, however, that
upon failure for any reason of any judge or judges of election, so appointed by
the Directors, to serve, the presiding officer of the meeting shall appoint
other shareholders or their proxies to fill the vacancies. The judges of
election, at the request of the chairman of the meeting, shall act as tellers of
any other vote by ballot taken at such meeting, and shall notify, in writing
over their signature, the secretary of the Board of Directors of the result
thereof.

SECTION 1.05. PROXIES. In all elections of Directors, each shareholder of
record, who is qualified to vote under the provisions of Federal Law, shall have
the right to vote the number of shares of record in such shareholder's name for
as many persons as there are Directors to be elected, or to cumulate such shares
as provided by Federal Law. In deciding all other questions at meetings of
shareholders, each shareholder shall be entitled to one vote on each share of
stock of record in such shareholder's name. Shareholders may vote by proxy duly
authorized in writing. All proxies used at the annual meeting shall be secured
for that meeting only, or any adjournment thereof, and shall be dated, if not
dated by the shareholder, as of the date of the receipt thereof. No officer or
employee of this Bank may act as proxy.

SECTION 1.06. QUORUM. Holders of record of a majority of the shares of the
capital stock of the Bank, eligible to be voted, present either in person or by
proxy, shall constitute a quorum for the transaction of business at any meeting
of shareholders, but shareholders present at any meeting and constituting less
than a quorum may, without further notice, adjourn the meeting from time to time
until a quorum is obtained. A majority of the votes cast shall decide every
question or matter submitted to the shareholders at any meeting, unless
otherwise provided by law or by the Articles of Association.

ARTICLE II
DIRECTORS

SECTION 2.01. QUALIFICATIONS. Each Director shall have the qualifications
prescribed by law. No person elected as a Director may exercise any of the
powers of office until such Director has taken the oath of such office.

SECTION 2.02. VACANCIES. Directors of the Bank shall hold office for one year
or until their successors are elected and qualified. Any vacancy in the Board
shall be filled by

<PAGE>

appointment of the remaining Directors, and any Director so appointed shall
hold office until the next election.

SECTION 2.03. ORGANIZATION MEETING. The Directors elected by the shareholders
shall meet for organization of the new Board of Directors at the time and place
fixed by the presiding officer of the annual meeting. If at the time fixed for
such meeting there is no quorum present, the Directors in attendance may adjourn
from time to time until a quorum is obtained. A majority of the number of
Directors elected by the shareholders shall constitute a quorum for the
transaction of business.

SECTION 2.04. REGULAR MEETINGS. The regular meetings of the Board of Directors
shall be held at such date, time and place as the Board may previously
designate, or should the Board fail to so designate, at such date, time and
place as the Chairman of the Board, Chief Executive Officer, or President may
fix. Whenever a quorum is not present, the Directors in attendance shall
adjourn the meeting to a time not later than the date fixed by the By-Laws for
the next succeeding regular meeting of the Board. Members of the Board of
Directors may participate in such meetings through use of conference telephone
or similar communications equipment, so long as all members participating in
such meetings can hear one another.

SECTION 2.05. SPECIAL MEETINGS. Special meetings of the Board of Directors
shall be held at the call of the Chairman of the Board, Chief Executive Officer,
or President, or at the request of two or more Directors. Any special meeting
may be held at such place and at such time as may be fixed in the call. Written
or oral notice shall be given to each Director not later than the day next
preceding the day on which the special meeting is to be held, which notice may
be waived in writing. The presence of a Director at any meeting of the Board of
Directors shall be deemed a waiver of notice thereof by such Director. Whenever
a quorum is not present, the Directors in attendance shall adjourn the special
meeting from day to day until a quorum is obtained. Members of the Board of
Directors may participate in such meetings through use of conference telephone
or similar communications equipment, so long as all members participating in
such meetings can hear one another.

SECTION 2.06. QUORUM. A majority of the Directors shall constitute a quorum at
any meeting, except when otherwise provided by law; but a lesser number may
adjourn any meeting, from time-to-time, and the meeting may be held, as
adjourned, without further notice. When, however, less than a quorum as herein
defined, but at least one-third and not less than two of the authorized number
of Directors are present at a meeting of the Directors, business of the Bank may
be transacted and matters before the Board approved or disapproved by the
unanimous vote of the Directors present.

SECTION 2.07. COMPENSATION. Each member of the Board of Directors shall
receive such fees for attendance at Board and Board committee meetings and such
fees for service as a Director, irrespective of meeting attendance, as from time
to time are fixed by resolution of the Board; provided, however, that payment
hereunder shall not be made to a Director for meetings attended and/or Board
service which are not for the Bank's sole

<PAGE>

benefit and which are concurrent and duplicative with meetings attended or Board
service for an affiliate of the Bank for which the Director receives payment;
and provided further that fees hereunder shall not be paid in the case of any
Director in the regular employment of the Bank or of one of its affiliates.
Each member of the Board of Directors, whether or not such Director is in the
regular employment of the Bank or of one of its affiliates, shall be reimbursed
for travel expenses incident to attendance at Board and Board committee
meetings.

SECTION 2.08. EXECUTIVE COMMITTEE. There may be a standing committee of the
Board of Directors known as the Executive Committee which shall possess and
exercise, when the Board is not in session, all the powers of the Board that may
lawfully be delegated. The Executive Committee shall consist of at least three
Board members, one of whom shall be the Chairman of the Board, Chief Executive
Officer or the President. The other members of the Executive Committee shall be
appointed by the Chairman of the Board, the Chief Executive Officer, or the
President, with the approval of the Board, and who shall continue as members of
the Executive Committee until their successors are appointed, provided, however,
that any member of the Executive Committee may be removed by the Board upon a
majority vote thereof at any regular or special meeting of the Board. The
Chairman, Chief Executive Officer, or President shall fill any vacancy in the
Executive Committee by the appointment of another Director, subject to the
approval of the Board of Directors. The Executive Committee shall meet at the
call of the Chairman, Chief Executive Officer, or President or any two members
thereof at such time or times and place as may be designated. In the event of
the absence of any member or members of the Executive Committee, the presiding
member may appoint a member or members of the Board to fill the place or places
of such absent member or members to serve during such absence. Two members of
the Executive Committee shall constitute a quorum. When neither the Chairman of
the Board, the Chief Executive Officer, nor President are present, the Executive
Committee shall appoint a presiding officer. The Executive Committee shall
report its proceedings and the action taken by it to the Board of Directors.

SECTION 2.09. OTHER COMMITTEES. The Board of Directors may appoint such
special committees from time to time as are in its judgment necessary in the
interest of the Bank.

ARTICLE III
OFFICERS, MANAGEMENT STAFF AND EMPLOYEES

SECTION 3.01. OFFICERS AND MANAGEMENT STAFF.
(a) The executive officers of the Bank shall include a Chairman of the Board,
Chief Executive Officer, President, Chief Financial Officer, Secretary, Security
Officer, and may include one or more Senior Managing Directors or Managing
Directors. The Chairman of the Board, Chief Executive Officer, President, any
Senior Managing Director, any Managing Director, Chief Financial Officer,
Secretary, and Security Officer shall be elected by the Board. The Chairman of
the Board, Chief Executive Officer, and the President shall be elected by the
Board from their own number. Such officers as the Board shall elect from
their own number shall hold office from the date of their election as officers
until the organization meeting of the Board of Directors following the next
annual meeting of shareholders, provided, however, that such officers may be
relieved of their duties at any time by action of the Board of Directors, in
which event all the powers incident to their office shall immediately terminate.
The Chairman of the Board, Chief Executive Officer, or the President shall
preside at all meetings of shareholders and meetings of the Board of Directors.

<PAGE>

(b) The management staff of the Bank shall include officers elected by the
Board, officers appointed by the Chairman of the Board, the Chief Executive
Officer, the President, any Senior Managing Director, any Managing Director,
the Chief Financial Officer, and such other persons in the employment of the
Bank who, pursuant to authorization by a duly authorized officer of the Bank,
perform management functions and have management responsibilities. Any two
or more offices may be held by the same person except that no person shall
hold the office of Chairman of the Board, Chief Executive Officer and/or
President and at the same time also hold the office of Secretary.

(c) Except as provided in the case of the elected officers who are members of
the Board, all officers and employees, whether elected or appointed, shall hold
office at the pleasure of the Board. Except as otherwise limited by law or
these By-Laws, the Board assigns to the Chairman of the Board, the Chief
Executive Officer, the President, any Senior Managing Director, any Managing
Director, the Chief Financial Officer, and/or each of their respective designees
the authority to control all personnel, including elected and appointed officers
and employees of the Bank, to employ or direct the employment of such officers
and employees as he or she may deem necessary, including the fixing of salaries
and the dismissal of such officers and employees at pleasure, and to define and
prescribe the duties and responsibilities of all officers and employees of the
Bank, subject to such further limitations and directions as he or she may from
time to time deem appropriate.

(d) The Chairman of the Board, the Chief Executive Officer, the President, any
Senior Managing Director, any Managing Director, the Chief Financial Officer,
and any other officer of the Bank, to the extent that such officer is authorized
in writing by the Chairman of the Board, the Chief Executive Officer, the
President, any Senior Managing Director, any Managing Director, or the Chief
Financial Officer may appoint persons other than officers who are in employment
of the Bank to serve in management positions and in connection therewith, the
appointing officer may assign such title, salary, responsibilities and functions
as are deemed appropriate, provided, however, that nothing contained herein
shall be construed as placing any limitation on the authority of the Chairman of
the Board, the Chief Executive Officer, the President, any Senior Managing
Director, any Managing Director, or the Chief Financial Officer as provided in
this and other sections of these By-Laws.

(e) The Senior Managing Directors and the Managing Directors of the Bank shall
have general and active authority over the management of the business of the
Bank, shall see that all orders and resolutions of the Board of Directors are
carried into effect, and shall do or cause to be done all things necessary or
proper to carry on the business of the Bank in accordance with provisions of
applicable law and regulations. Each Senior Managing Director and Managing
Director shall perform all duties incident to his or her office and such other
and further duties, as may from time to time be required by the Chief Executive
Officer, the President, the Board of Directors, or the shareholders. The
specification of authority in these By-Laws wherever and to whomever granted
shall not be construed to limit in any manner the general powers of delegation
granted to a Senior Managing Director or a Managing Director in conducting the
business of the Bank. In the absence of a Senior Managing Director or a
Managing Director, such officer as is designated by the Senior Managing Director
or the Managing Director shall be vested with all the powers and perform all the
duties of the Senior Managing Director or the Managing Director as defined by
these By-Laws.

<PAGE>

(f) Each Managing Director who is assigned oversight of one or more trust
service offices shall appoint a management committee known as the Investment
Management and Trust Committee consisting of the Managing Director of the trust
service offices and at least three other members who shall be capable and
experienced officers of the Bank appointed from time to time by the Managing
Director and who shall continue as members of the Investment Management and
Trust Committee until their successors are appointed, provided, however, that
any member of the Investment Management and Trust Committee may be removed by
the Managing Director as provided in this and other sections of these By-Laws.
The Managing Director shall fill any vacancy in the Investment Management and
Trust Committee by the appointment of another capable and experienced officer of
the Bank. Each Investment Management and Trust Committee shall meet at such
date, time and place as the Managing Director shall fix. In the event of the
absence of any member or members of the Investment Management and Trust
Committee, the Managing Director may, in his or her discretion, appoint another
officer of the Bank to fill the place or places of such absent member or members
to serve during such absence. A majority of each Investment Management and
Trust Committee shall constitute a quorum. Each Investment Management and Trust
Committee shall carry out the policies of the Bank, as adopted by the Board of
Directors, which shall be formulated and executed in accordance with State and
Federal Law, Regulations of the Comptroller of the Currency, and sound fiduciary
principles. In carrying out the policies of the Bank, each Investment
Management and Trust Committee is hereby authorized to establish management
teams whose duties and responsibilities shall be specifically set forth in the
policies of the Bank. Each such management team shall report such proceedings
and the actions taken thereby to the Investment Management and Trust Committee.
Each Managing Director sall then report such proceedings and the actions taken
thereby to the Board of Directors.

SECTION 3.02. POWERS AND DUTIES OF MANAGEMENT STAFF. Pursuant to the fiduciary
powers granted to this Bank under the provisions of Federal Law and Regulations
of the Comptroller of the Currency, the Chairman of the Board, the Chief
Executive Officer, the President, the Senior Managing Directors, the Managing
Directors, the Chief Financial Officer, and those officers so designated and
authorized by the Chairman of the Board, the Chief Executive Officer, the
President, the Senior Managing Directors, the Managing Directors, or the Chief
Financial Officer are authorized for and on behalf of the Bank, and to the
extent permitted by law, to make loans and discounts; to purchase or acquire
drafts, notes, stocks, bonds, and other securities for investment of funds held
by the Bank; to execute and purchase acceptances; to appoint, empower and direct
all necessary agents and attorneys; to sign and give any notice required to be
given; to demand payment and/or to declare due for any default any debt or
obligation due or payable to the Bank upon demand or authorized to be declared
due; to foreclose any mortgages; to exercise any option, privilege or election
to forfeit, terminate, extend or renew any lease; to authorize and direct any
proceedings for the collection of any money or for the enforcement of any right
or obligation; to adjust, settle and compromise all claims of every kind and
description in favor of or against the Bank, and to give receipts, releases and
discharges therefor; to borrow money and in connection therewith to make,
execute and deliver notes, bonds or other evidences of indebtedness; to pledge
or hypothecate any securities or any stocks, bonds, notes or any property real
or personal held or owned by the Bank, or to rediscount any notes or other
obligations held or owned by the Bank, whenever in his or her judgment it is
reasonably necessary for the operation of the Bank; and in furtherance of and in
addition to the powers hereinabove set forth to do all such acts and to take all
such proceedings as in his or her judgment are necessary and incidental t the
operation of the Bank.

SECTION 3.03. SECRETARY. The Secretary or such other officers as may be
designated by the Chief Executive Officer shall have supervision and control of
the records of the Bank

<PAGE>

and, subject to the direction of the Chief Executive Officer, shall undertake
other duties and functions usually performed by a corporate secretary. Other
officers may be designated by the Secretary as Assistant Secretary to perform
the duties of the Secretary.

SECTION 3.04. EXECUTION OF DOCUMENTS. Any member of the Bank's management
staff or any employee of the Bank designated as an officer on the Bank's payroll
system is hereby authorized for and on behalf of the Bank to sell, assign,
lease, mortgage, transfer, deliver and convey any real or personal property,
including shares of stock, bonds, notes, certificates of indebtedness (including
the assignment and redemption of registered United States obligations) and all
other forms of intangible property now or hereafter owned by or standing in the
name of the Bank, or its nominee, or held by the Bank as collateral security, or
standing in the name of the Bank, or its nominee, in any fiduciary capacity or
in the name of any principal for whom this Bank may now or hereafter be acting
under a power of attorney or as agent, and to execute and deliver such partial
releases from any discharges or assignments of mortgages and assignments or
surrender of insurance policies, deeds, contracts, assignments or other papers
or documents as may be appropriate in the circumstances now or hereafter held by
the Bank in its own name, in a fiduciary capacity, or owned by any principal for
whom this Bank may now or hereafter be acting under a power of attorney or as
agent; provided, however, that, when necessary, the signature of any such person
shall be attested or witnessed in each case by another officer of the Bank.
Any member of the Bank's management staff or any employee of the Bank designated
as an officer on the Bank's payroll system is hereby authorized for and on
behalf of the Bank to execute any indemnity and fidelity bonds, trust
agreements, proxies or other papers or documents of like or different character
necessary, desirable or incidental to the appointment of the Bank in any
fiduciary capacity, the conduct of its business in any fiduciary capacity, or
the conduct of its other banking business; to sign and issue checks, drafts,
orders for the payment of money and certificates of deposit; to sign and endorse
bills of exchange, to sign and countersign foreign and domestic letters of
credit, to receive and receipt for payments of principal, interest, dividends,
rents, fees and payments of every kind and description paid to the Bank, to sign
receipts for money or other property acquired by or entrusted to the Bank, to
guarantee the genuineness of signatures on assignments of stocks, bonds or other
securities, to sign certifications of checks, to endorse and deliver checks,
drafts, warrants, bills, notes, certificates of deposit and acceptances in all
business transactions of the Bank; also to foreclose any mortgage, to execute
and deliver receipts for any money or property; also to sign stock certificates
for and on behalf of this Bank as transfer agent or registrar, and to
authenticate bonds, debentures, land or lease trust certificates or other forms
of security issued pursuant to any indenture under which this Bank now or
hereafter is acting as trustee or in any other fiduciary capacity; to execute
and deliver various forms of documents or agreements necessary to effectuate
certain investment strategies for various fiduciary or custody customers of the
Bank, including, without limitation, exchange funds, options, both listed and
over-the-counter, commodities trading, futures trading, hedge funds, limited
partnerships, venture capital funds, swap or collar transactions and other
similar investment vehicles for which the Bank now or in the future may deem
appropriate for investment of fiduciary customers or in which non-fiduciary
customers may direct investment by the Bank.

<PAGE>

Without limitation on the foregoing, the Chief Executive Officer, Chairman of
the Board, or President of the Bank shall have the authority from time to
time to appoint officers of the Bank as Vice President for the sole purpose
of executing releases or other documents incidental to the conduct of the
Bank's business in any fiduciary capacity where required by state law or the
governing document. In addition, other persons in the employment of the Bank
or its affiliates may be authorized by the Chief Executive Officer, Chairman
of the Board, President, Senior Managing Directors, Managing Directors, or
Chief Financial Officer to perform acts and to execute the documents
described in the paragraph above, subject, however, to such limitations and
conditions as are contained in the authorization given to such person.

SECTION 3.05. PERFORMANCE BOND. All officers and employees of the Bank shall
be bonded for the honest and faithful performance of their duties for such
amount as may be prescribed by the Board of Directors.

ARTICLE IV
STOCKS AND STOCK CERTIFICATES

SECTION 4.01. STOCK CERTIFICATES. The shares of stock of the Bank shall be
evidenced by certificates which shall bear the signature of the Chairman of the
Board, the Chief Executive Officer, or the President (which signature may be
engraved, printed or impressed), and shall be signed manually by the Secretary,
or any other officer appointed by the Chief Executive Officer for that purpose.
In case any such officer who has signed or whose facsimile signature has been
placed upon such certificate shall have ceased to be such officer before such
certificate is issued, it may be issued by the Bank with the same effect as if
such officer had not ceased to be such at the time of its issue. Each such
certificate shall bear the corporate seal of the Bank, shall recite on its face
that stock represented thereby is transferable only upon the books of the Bank
when properly endorsed and shall recite such other information as is required by
law and deemed appropriate by the Board. The corporate seal may be facsimile
engraved or printed.

SECTION 4.02. STOCK ISSUE AND TRANSFER. The shares of stock of the Bank shall
be transferable only upon the stock transfer books of the Bank and, except as
hereinafter provided, no transfer shall be made or new certificates issued
except upon the surrender for cancellation of the certificate or certificates
previously issued therefor. In the case of the loss, theft, or destruction of
any certificate, a new certificate may be issued in place of such certificate
upon the furnishing of an affidavit setting forth the circumstances of such
loss, theft, or destruction and indemnity satisfactory to the Chairman of the
Board, the Chief Executive Officer, or the President. The Board of Directors or
the Chairman of the Board, Chief Executive Officer, or the President may
authorize the issuance of a new certificate therefor without the furnishing of
indemnity. Stock transfer books, in which all transfers of stock shall be
recorded, shall be provided. The stock transfer books may be closed for a
reasonable period and under such conditions as the Board of Directors may at

<PAGE>

any time determine, for any meeting of shareholders, the payment of dividends or
any other lawful purpose. In lieu of closing the transfer books, the Board of
Directors may, in its discretion, fix a record date and hour constituting a
reasonable period prior to the day designated for the holding of any meeting of
the shareholders or the day appointed for the payment of any dividend, or for
any other purpose at the time as of which shareholders entitled to notice of and
to vote at any such meeting or to receive such dividend or to be treated as
shareholders for such other purpose shall be determined, and only shareholders
of record at such time shall be entitled to notice of or to vote at such meeting
or to receive such dividends or to be treated as shareholders for such other
purpose.

ARTICLE V
MISCELLANEOUS PROVISIONS

SECTION 5.01. SEAL. The seal of the Bank shall be circular in form with "SEAL"
in the center, and the name "BANK ONE TRUST COMPANY, NA" located clockwise
around the upper half of the seal.

SECTION 5.02. MINUTE BOOK. The organization papers of this Bank, the Articles
of Association, the returns of judges of elections, the By-Laws and any
amendments thereto, the proceedings of all regular and special meetings of the
shareholders and of the Board of Directors, and reports of the committees of the
Board of Directors shall be recorded in the minute books of the Bank. The
minutes of each such meeting shall be signed by the presiding officer and
attested by the secretary of the meeting.

SECTION 5.03. CORPORATE POWERS. The corporate existence of the Bank shall
continue until terminated in accordance with the laws of the United States.
The purpose of the Bank shall be to carry on the general business of a
commercial bank trust department and to engage in such activities as are
necessary, incident, or related to such business. The Articles of
Association of the Bank shall not be amended, or any other provision added
elsewhere in the Articles expanding the powers of the Bank, without the prior
approval of the Comptroller of the Currency.

SECTION 5.04. AMENDMENT OF BY-LAWS. The By-Laws may be amended, altered or
repealed, at any regular or special meeting of the Board of Directors, by a
vote of a majority of the Directors.

<PAGE>

As amended April 24, 1991 Section 3.01 (Officers and Management Staff)
Section 3.02 (Chief Executive Officer)
Section 3.03 (Powers and Duties of Officers and
Management Staff)
Section 3.05 (Execution of Documents)

As amended January 27, 1995 Section 2.04 (Regular Meetings)
Section 2.05 (Special Meetings)
Section 3.01(f) (Officers and Management Staff)
Section 3.03(e) (Powers and Duties of Officers
and Management Staff)
Section 5.01 (Seal)

Amended and restated in its entirety effective May 1, 1996

As amended August 1, 1996 Section 2.09 (Trust Examining Committee)
Section 2.10 (Other Committees)

As amended October 16, 1997 Section 3.01 (Officers and Management Staff)
Section 3.02 (Powers and Duties of Officers and
Management Staff)
Section 3.04 (Execution of Documents)

As amended January 1, 1998 Section 1.01 (Annual Meeting)

<PAGE>

EXHIBIT 6

THE CONSENT OF THE TRUSTEE REQUIRED
BY SECTION 321(b) OF THE ACT

October 8, 1999

Securities and Exchange Commission
Washington, D.C. 20549

Ladies and Gentlemen:

In connection with the qualification of an indenture between MediaOne Group,
Inc. and Bank One Trust Company, NA, as Trustee, the undersigned, in accordance
with Section 321(b) of the Trust Indenture Act of 1939, as amended, hereby
consents that the reports of examinations of the undersigned, made by Federal or
State authorities authorized to make such examinations, may be furnished by such
authorities to the Securities and Exchange Commission upon its request therefor.

Very truly yours,

BANK ONE TRUST COMPANY, NA

BY: /s/ STEVEN M. WAGNER
----------------------
STEVEN M. WAGNER
DIRECTOR

<PAGE>

EXHIBIT 7

Legal Title of Bank: Bank One Trust Company, NA Call Date: 12/31/98 ST-BK: 17-1630 FFIEC 032
Address: 100 Broad Street Page RC-1
City, State Zip: Columbus, OH 43271
FDIC Certificate No.: 0/3/6/1/8
---------

CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR DECEMBER 31, 1998

All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding of the last business day of the
quarter.

SCHEDULE RC--BALANCE SHEET

DOLLAR AMOUNTS IN THOUSANDS C300
RCON BIL MIL THOU ------
---- ------------
ASSETS
<S> <C> <C> <C>
1. Cash and balances due from depository institutions (from Schedule RCON
RC-A): ----
a. Noninterest-bearing balances and currency and coin(1) ................... 0081 159,911 1.a
b. Interest-bearing balances(2) ............................................ 0071 16,874 1.b
2 Securities
a. Held-to-maturity securities(from Schedule RC-B, column A) ............... 1754 0 2.a
b. Available-for-sale securities (from Schedule RC-B, column D) ............ 1773 7,403 2.b
3. Federal funds sold and securities purchased under agreements to resell ..... 1350 576,473 3.
4. Loans and lease financing receivables:
RCON
a. Loans and leases, net of unearned income (from Schedule ----
RC-C) ...................................................................... 2122 32,603 4.a
b. LESS: Allowance for loan and lease losses ............................... 3123 10 4.b
c. LESS: Allocated transfer risk reserve ................................... 3128 0 4.c
RCON
d. Loans and leases, net of unearned income, allowance, and ----
reserve (item 4.a minus 4.b and 4.c) ....................................... 2125 32,593 4.d
5. Trading assets (from Schedule RD-D) ........................................ 3545 0 5.
6. Premises and fixed assets (including capitalized leases) ................... 2145 18,685 6.
7. Other real estate owned (from Schedule RC-M) ............................... 2150 0 7.
8. Investments in unconsolidated subsidiaries and associated
companies (from Schedule RC-M) ............................................. 2130 0 8.
9. Customers' liability to this bank on acceptances outstanding ............... 2155 0 9.
10. Intangible assets (from Schedule RC-M) ..................................... 2143 31,392 10.
11. Other assets (from Schedule RC-F) .......................................... 2160 127,322 11.
12. Total assets (sum of items 1 through 11) ................................... 2170 970,653 12.

</TABLE>

- -----------------------------

(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.

<PAGE>

Legal Title of Bank: Bank One Trust Company, NA Call Date: 12/31/98 ST-BK: 17-1630 FFIEC 032
Address: 100 Broad Street Page RC-2
City, State Zip: Columbus, OH 43271
FDIC Certificate No.: 0/3/6/1/8
---------

SCHEDULE RC-CONTINUED
DOLLAR AMOUNTS IN
THOUSANDS
LIABILITIES ---------
<S> <C> <C> <C>
13. Deposits: RCON
a. In domestic offices (sum of totals of columns A and C ----
from Schedule RC-E, part 1) ............................................. 2200 802,791 13.a
(1) Noninterest-bearing(1) .............................................. 6631 727,720 13.a1
(2) Interest-bearing .................................................... 6636 75,071 13.a2

b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from
Schedule RC-E, part II) (1) Noninterest bearing.. (2)
Interest-bearing
14. Federal funds purchased and securities sold under agreements
to repurchase: ............................................................. RCFD 2800 0 14
15. a. Demand notes issued to the U.S. Treasury ................................ RCON 2840 0 15.a
b. Trading Liabilities(from Sechedule
RC-D) ...................................................................... RCFD 3548 0 15.b

16. Other borrowed money: ...................................................... RCON
----
a. With original maturity of one year or less .............................. 2332 0 16.a
b. With original maturity of more than one year ........................... A547 0 16.b
c. With original maturity of more than three years ........................ A548 0 16.c

17. Not applicable
18. Bank's liability on acceptance executed and outstanding .................... 2920 0 18.
19. Subordinated notes and debentures .......................................... 3200 0 19.
20. Other liabilities (from Schedule RC-G) ..................................... 2930 64,642 20.
21. Total liabilities (sum of items 13 through 20) ............................. 2948 867,433 21.
22. Not applicable
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus .............................. 3838 0 23.
24. Common stock ............................................................... 3230 800 24.
25. Surplus (exclude all surplus related to preferred stock) ................... 3839 35,157 25.
26. a. Undivided profits and capital reserves .................................. 3632 67,207 26.a
b. Net unrealized holding gains (losses) on available-for-sale
securities .............................................................. 8434 56 26.b
27. Cumulative foreign currency translation adjustments ........................ 3284 0 27.
28. Total equity capital (sum of items 23 through 27) .......................... 3210 103,220 28.
29. Total liabilities, limited-life preferred stock, and equity
capital (sum of items 21, 22, and 28) ...................................... 3300 970,653 29.

Memorandum
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of the statement below that
best describes the most comprehensive level of auditing work performed for
the bank by independent external Number
auditors as of any date during 1996......................................RCFD 6724..................N/A M.1.

1 = Independent audit of the bank conducted in accordance 4. = Directors' examination of the bank performed by other
with generally accepted auditing standards by a certified external auditors (may be required by state chartering
public accounting firm which submits a report on the bank authority)
2 = Independent audit of the bank's parent holding company 5 = Review of the bank's financial statements by external
conducted in accordance with generally accepted auditing auditors
standards by a certified public accounting firm which 6 = Compilation of the bank's financial statements by external
submits a report on the consolidated holding company auditors
(but not on the bank separately) 7 = Other audit procedures (excluding tax preparation work)
3 = Directors' examination of the bank conducted in 8 = No external audit work
accordance with generally accepted auditing standards
by a certified public accounting firm (may be required by
state chartering authority)

</TABLE>

- ---------------------------

(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.