CERTIFICATE OF INCORPORATION
                                      OF
                          MEDIAONE GROUP FUNDING, INC.


     The undersigned natural person of the age of eighteen years or more,
acting as incorporator of a corporation under the Delaware General Corporation
Law, as amended,  adopts the following Certificate of Incorporation:

     ARTICLE ONE.  The name of the corporation is MediaOne Group Funding, Inc.
(the "Corporation").

     ARTICLE TWO.  The purpose of the Corporation is to engage in any lawful
act or activity for which corporations may be organized under the Delaware
General Corporation Law, as from time to time amended; PROVIDED, HOWEVER, that
the Corporation shall not engage in any act or activity which could violate the
Modification of Final Judgment entered August 24, 1982, in UNITED STATES V.
WESTERN ELECTRIC, ET AL., Case No. 82-0192, United States District Court,
District of Columbia, as amended, modified, supplemented or interpreted by a
court of competent jurisdiction from time to time.

     ARTICLE THREE.  The aggregate number of shares of stock which the
Corporation shall have authority to issue is One Thousand (1,000) shares of
common stock with $.01 par value.

     ARTICLE FOUR.  The address of the Corporation's initial registered office
in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801.
The name of the Corporation's initial registered agent at such address is The
Corporation Trust Company.

     ARTICLE FIVE.  The provisions as to the management of the business and the
conduct of the affairs of the Corporation shall be set forth in the Bylaws of
the Corporation or as approved by the Board of Directors of the Corporation
from time to time, and the same shall be in furtherance of and not in
limitation or exclusion of the powers conferred by the law.

     ARTICLE SIX.  A director of the Corporation shall not be personally liable
either to the Corporation or to any stockholder for monetary damages for breach
of fiduciary duty as a director, except (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, or (ii) for acts or
omission which are not in good faith or which involve intentional misconduct or
knowing violation of the law, or (iii) for any matter in respect of which such
director shall be liable under Section 174 of Title 8 of the Delaware General
Corporation Law or any amendment thereto or successor provision thereto, or
(iv) for any transaction from which the director shall have derived an improper
personal benefit.  Neither amendment nor repeal of this paragraph nor the
adoption of any provision of the Certificate of Incorporation inconsistent with
this paragraph shall eliminate or reduce the effect of this paragraph in
respect of any matter occurring, or any cause of action, suit or claim that,
but for this paragraph, would accrue or arise, prior to such amendment, repeal
or adoption of an inconsistent provision.



     ARTICLE SEVEN.  The Corporation shall indemnify, to the full extent
permitted by Section 145 of the Delaware General Corporation Law, as amended
from time to time, all persons whom it may indemnify pursuant thereto.

     ARTICLE EIGHT.  In furtherance and not in limitation of the powers
conferred by the Delaware General Corporation Law, the Board of Directors of
the Corporation is expressly authorized and empowered to adopt, amend and
repeal the Bylaws of the Corporation.  Election of Director need not be by
written ballot.

     ARTICLE NINE.  The name and address of the incorporator is Stephen E.
Brilz, 7800 East Orchard Road, Englewood, Colorado 80111.

     IN WITNESS WHEREOF, I have executed these Certificate of Incorporation
this 24th day of May, 1995.


                                   ------------------------------
                                   Stephen E. Brilz



STATE OF COLORADO        )
                         ) ss.
COUNTY OF ARAPAHOE  )

     Before me, _______________________, a Notary Public in and for said County
and State, personally appeared Stephen E. Brilz, who acknowledged before me
that he signed the foregoing Certificate of Incorporation as the incorporator
and that the facts contained therein are true.

     IN WITNESS WHEREOF, I have hereunto set my hand and seal this 9th day of
April, 1998.



                                   ------------------------------
                                   Notary Public

     My Commission Expires:  March 16, 1999