EXHIBIT 23.5

                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

     As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our report dated January 22,
1999 (except with respect to Note 12 and Note 14, as to which the date is March
22, 1999) on the consolidated balance sheets of U S WEST, Inc. (formerly known
as USW C, Inc. the "Company") as of December 31, 1998 and 1997, and the related
consolidated statements of income and cash flows for each of the three years in
the period ended December 31, 1998, included in the Company's Form 10-K/A dated
March 24, 1999, the Company's Proxy Statement on Schedule 14A dated March 24,
1999, and the selected consolidated financial statements in U S WEST, Inc.'s
Current Report on Form 8-K dated February 25, 1999, and to all references to
our Firm included in this registration statement.


                                                By: /s/ ARTHUR ANDERSEN LLP
                                                   -----------------------------


Denver, Colorado
September 15, 1999