1
EXHIBIT 99.2

	      QUESTIONS AND ANSWERS REGARDING
      U S WEST PRESS RELEASE DESCRIBED IN EXHIBIT 99.1

Q.      What factors prompted you to restructure using targeted 
stock instead of other options?

A.      Targeted stock provides numerous benefits including:

- - -       Providing investors a choice

- - -       Enhancing appropriate value recognition on a continuing 
       	basis

- - -       Retaining strategic benefits at a combined entity

- - -       Achieving consistency with our strategic vision

- - -       Enhancing financial flexibility

- - -       Facilitating greater operating focus, incentive alignment 
       	and financial accountability

Q.      Why didn't you completely spin off the U S WEST MediaVision 
Group assets?

A.      Targeted stock offers several advantages over spinning off 
assets.  They include:

- - -       Maintains the strategic benefits of a combined entity, while 
       	enhancing financial flexibility

- - -       Avoiding the costs of operating two separate entities

- - -       Continuing to borrow as a consolidated entity

- - -       Retaining tax consolidation benefits

Q.      What synergies will you capture from this arrangement?

A.      Each targeted group will benefit from the positions and 
expertise of the other group.  Both groups will benefit from 
our national presence and size in equipment purchases, content 
development and access, branding, packaging and similar 
transactions.  We will share human resources expertise and 
skills in the areas of:

- - -       Marketing--packaging product offerings, branding, 
       	competitive response from incumbent provider

- - -       Technology--transfer of knowledge, R&D, equipment and 
       	software capabilities

Q.      Why wasn't the directory business included with the U S WEST 
Communications Group assets?



 2
A.      Our directory operations have been part of the U S WEST 
Marketing Resources Group--a subsidiary separate from U S WEST 
Communications--since shortly after divestiture.  This unit is 
developing interactive media services such as GOtv and 
U S Avenue.  Since we're expecting aggressive growth from this 
business in both revenue and EBITDA, it's appropriate to place 
it with other high-growth businesses.

Q.      What will be your dividend policy?

A.      The board's intent is to continue the current dividend, all 
paid to owners of the Communications Group stock.

	Although the initial payout ratio within the U S WEST 
Communications Group will be high, we have evaluated this and 
are comfortable with it.  Our goal is to grow earnings, thus 
lowering the payout and offering the potential for dividend 
growth.

Q.      How will this affect your credit rating?

A.      Since the provisions of targeted stock do not affect the way 
debt is raised or change the legal structure of the entity, we 
would not expect to see any change in credit ratings.  The 
legal claims that debt holders have are unchanged by this 
proposal.

Q.      What rights do I have as an owner of targeted stock?

A.      Targeted stock requires that the economic value created by a 
targeted group of assets can benefit only the equity holders of 
those assets.  For example, the cash flows and proceeds from 
asset sales must remain with the group of assets that generates 
these proceeds.

Q.      How will you account for each of the targeted groups?  What 
financial statements will be issued?

A.      U S WEST, Inc. will continue to issue audited, consolidated 
financial statements.  Additionally, both the U S WEST 
Communications Group and the U S WEST MediaVision Group will 
issue audited financial statements.  The reported net income of 
these two entities, when taken together, will reflect 
consolidated U S WEST, Inc. results.  All intragroup accounts 
will have been eliminated and all corporate allocations will be 
reflected in the financials of each targeted group.  U S WEST 
Communications, Inc. will continue to issue audited financial 
statements as a borrower in the public market.

Q.      Are you finished with your domestic cable acquisition plans?

A.      Our domestic affinity group currently passes 28.5 million 
homes (9.6 million at U S WEST Communications, 18.1 million at 
Time Warner, and 0.8 million at Atlanta).  We feel we can 
execute our strategy with that footprint.  However, we are 
interested in expanding if we can find attractive properties at 
good prices.


 3
Q.      Do you intend to continue pursuing international 
opportunities?

A.      We will continue to evaluate international opportunities.

	We have committed additional capital to Mercury One-2-One 
expansion, as well as investments in Malaysia and Japan.

Q.      Does this announcement preclude you from further 
restructuring?

A.      No.  We believe this is the appropriate action at this 
point.  One of the advantages of targeted stock is our 
continued flexibility.