CERTIFICATE OF TRUST

                                         OF

                              MEDIAONE FINANCE TRUST V

         This Certificate of Trust of MediaOne Finance Trust V (the "Trust"), 
dated October 5, 1998, is being duly executed and filed by the undersigned, 
as trustees, to form a business trust under the Delaware Business Trust Act 
(12  DEL. C. Sections 3801 ET SEQ.).

         1.  NAME.  The name of the business trust being formed hereby is 
MediaOne Finance Trust V.

         2.  DELAWARE TRUSTEE.  The name and business address of the trustee 
of the Trust with a principal place of business in the State of Delaware is 
First Chicago Delaware Inc., 300 King Street, Wilmington, Delaware 19801.

         3.  EFFECTIVE DATE.  This Certificate of Trust shall be effective as 
of its filing.



         IN WITNESS WHEREOF, the undersigned, being all of the trustees of 
the Trust, have executed this Certificate of Trust as of the date first above 
written.

                                        Constance P. Campbell
                                        As Trustee

                                        /s/ Constance P. Campbell
                                        ----------------------------------



                                        Stephen E. Brilz
                                        As Trustee

                                        /s/ Stephen E. Brilz
                                        ----------------------------------



                                        Rahn K. Porter
                                        As Trustee

                                        /s/ Rahn K. Porter
                                        ----------------------------------



                                        First Chicago Delaware Inc.
                                        As Trustee

                                        By: /s/ Steven M. Wagner
                                           -------------------------------
                                        Name: Steven M. Wagner
                                        Title: Vice President

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