PRO FORMA STATEMENTS OF INCOME (1) (2)                 U S WEST, INC.
(UNAUDITED)




                                    Quarter Ended          Year ended
In millions, except           Mar 31, Jun 30,Sept 30,Dec 31,  Dec 31,
 per share amounts               1998   1998   1998   1998      1998
- - ----------------------------- ------- ----- ------- ------  ---------
                                            
OPERATING REVENUES
 Local services              $ 1,726 $1,751  $1,798 $1,829 $    7,104
 Access services                 664    669     657    670      2,660
 Directory services              305    300     314    430      1,349
 Long-distance services          204    200     202    189        795
 Other services                  104    116     132    166        518
                              ------- ----- ------- ------  ---------
Total operating rev.           3,003  3,036   3,103  3,284     12,426
                              ------- ----- ------- ------  ---------
OPERATING EXPENSES
 Employee-related              1,004  1,070   1,100  1,141      4,315
 Other operating                 660    770     647    765      2,842
 Depreciation & amort            532    535     558    574      2,199
                              ------- ----- ------- ------  ---------
Total operating exp.           2,196  2,375   2,305  2,480      9,356
                              ------- ----- ------- ------  ---------
Operating Income                 807    661     798    804      3,070

OTHER EXPENSE
Interest expense                 163    160     172    165        660
Other expense                     25     33      19     10         87
                              ------- ----- ------- ------  ---------
Income before income taxes       619    468     607    629      2,323

Income tax provision             230    184     229    232        875
                              ------- ----- ------- ------  ---------
 NET INCOME                  $   389  $ 284  $  378 $  397 $    1,448
                              ======= ===== ======= ======  =========
Basic earnings per share     $  0.78  $0.57  $ 0.75 $ 0.79 $     2.89
                              ======= ===== ======= ======  =========
Basic average shares
outstanding                    501.3  501.5   501.8  502.7      501.8
                              ======= ===== ======= ======  =========
Diluted earnings per share   $  0.77  $0.56  $ 0.75 $ 0.78 $     2.86
                              ======= ===== ======= ======  =========
Diluted average shares
 outstanding                   505.5  505.6   506.0  508.0      506.2
                              ======= ===== ======= ======  =========
Normalized diluted earnings
 per share (3)               $  0.77  $0.74  $ 0.75 $ 0.78 $     3.04
                              ======= ===== ======= ======  =========
<FN>
<F1>
(1) The separation of U S WEST, Inc. into two independent  companies,  U S WEST,
Inc. ("New U S WEST") and MediaOne Group, Inc., (the  "Separation")  occurred on
June 12, 1998.  The results for the year ended  December 31, 1998 give effect to
the  Separation  as if the business  that  comprised  New U S WEST operated as a
separate entity for the entire period  presented.  Additionally,  the results of
operations  include pro forma adjustments for the assumption of indebtedness and
the  issuance  of shares  in  connection  with the  alignment  of the  directory
business with New U S WEST, as if the Separation had been  consummated as of the
beginning of the year.
<F2>
(2) The results of  operations  for 1998 include pro forma  adjustments  for the
change in accounting  principle to recognize revenues and expenses for directory
publishing  under the  "point of  publication"  method  from the  "amortization"
method as if the  change in  accounting  principle  had been  adopted  as of the
beginning of each period  presented.  Under the "point of  publication"  method,
revenues and expenses are recognized when the directories are delivered  whereas
under the "amortization" method,  revenues and expenses were recognized over the
lives of the directories, generally one year.
<F3>
(3) Second  quarter  1998  income was  normalized  for $89 ($0.17 per share) for
costs associated with the Separation and an asset impairment.
</FN>