May 11, 1999

               David Beigie                       Jeremy Story
                U S WEST                            U S WEST
             (303) 896-5528                      (303) 965-3235
           dbeigie@uswest.com                  jxstory@uswest.com

U S WEST Shareowners Elect Three Directors,  Approve One Shareowner Proposal,
     Defeat Three Other Proposals

NEW YORK -- U S WEST shareowners meeting here today elected three members of the
company's  board of directors,  ratified the  appointment  of outside  auditors,
approved one proposal from shareowners and defeated three others.

Re-elected to serve three years were:

o    Hank Brown,  president of the  University  of Northern  Colorado and former
     U.S. Senator from Colorado; 

o    George J. Harad, chairman and chief executive officer of Boise Cascade; and

o    Marilyn  Carlson  Nelson,  president  and chief  executive  officer  of the
     Carlson Companies, Inc.

Allen F. Jacobson,  former chairman and CEO of the 3M Corporation,  did not seek
re-election, having reached the retirement age for board members of 72.

In other action, shareowners:

o    Ratified the appointment of the accounting firm of Arthur Andersen, LLP, as
     U S WEST's independent auditors.

o    Approved one shareowner proposal that will:

     1)   Require the board to consider the election of all directors each year.

o    Defeated three shareowner proposals that would have:

     1) Discontinued  the company's  Shareowner  Rights Plan; 
     2) Limited future compensation if the company changed control; and
     3) Required that two directors be nominated for each opening on the board.

U S WEST (NYSE:  USW)  provides a full range of  telecommunications  services --
including  wireline,  wireless PCS, data  networking,  directory and information
services -- to more than 25 million  customers  nationally and in 14 western and
midwestern states.  More information about U S WEST can be found on the Internet
at www.uswest.com.

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