DENVER - January 6, 1998 (Nasdaq: QWST) Qwest and Phoenix Network today announced Qwest has signed a definitive merger agreement to acquire publicly-held Phoenix Network, Inc. of Golden, Colorado. Phoenix Network is a non-facilities-based reseller of long distance services. Phoenix Network curreers, almost exclusively in the business market, and has generated approximately $75 million in revenues over the last twelve months. Under the terms of the acquisition, $28.5 million of Qwest common stock and up to $4 million of cash will be exchanged for the outstanding shares of Phoenix Network as of the close of the acquisition. The cash portion of the consideration is being withheld pending the outcome of litigation to which Phoenix Network or its affiliates may have certain potential liability. It is estimated that approximately 36 million shares of Phoenix Network common stock will be outstanding at that time. The transaction is subject to the approval of the Phoenix Network stockholders, the receipt of certain state and federal regulatory approvals and the satisfaction of other customary closing conditions and is expected to close in the second quarter of 1998. "Qwest is aggressively pursuing the extremely profitable business market with voice and data services," said Joseph P. Nacchio, president and CEO of Qwest. "The acquisition of Phoenix Network propels us forward to accomplish these goals by givingnd supplementing our growing nationwide sales channels." "We are happy for our employees, customers and stockholders who will benefit from integrating our resources with those of Qwest Communications," said Wallace Hammond, president and CEO of Phoenix Network. "The combined resources will be powerful in delivering world-class, next-generation voice and data services to the business community." The Qwest Macro CapacitySM Network Qwest's planned domestic 16,000 mile network will serve over 125 cities, which represent approximately 80 percent of the data and voice traffic originating in the United States, upon its completion in the second quarter of 1999. Currently, 3,350 miles are activated from Los Angeles to Indianapolis; and from Dallas to Houston. Qwest is also extending its network 1,400 miles into Mexico with completion slated for late third quarter 1998. The Qwest Macro Capacity Fiber network is designed with a highly reliable and secure bi-directional, line switching OC-192 SONET ring architecture. Upon completion, the network will offer a self-healing system that provides the ultimate security and reliability by allowing instantaneous rerouting in the event of a fiber cut.

About Phoenix Network Phoenix Network, Inc. (AMEX:PHX) is an inter-exchange carrier (IXC) which, in addition to core long distance, offers Internet access, enhanced fax broadcast services, international call-back, conference calling, travel cards, debit cards, custom invoices, management reports, and a variety of other products and services. Phoenix Network's World Wide Web address is http://www.phoenixnet.com.


About Qwest Qwest Communications International, Inc. (

Nasdaq: QWST

), is a multimedia communications company building a high-capacity, fiber optic network for the 21st century. Qwest's planned domestic 16,000 mile network will serve over 125 cities, which represent approximately 80 percent of the data and voice traffic originating in the United States, upon its completion in the second quarter of 1999. Currently , 3,350 miles are activated from Los Angeles to Indianapolis; and from Dallass to Houston. Qwest is also extending its network 1,400 miles into Mexico with completion slated for late third quarter 1998. With its cutting-edge technology, Qwest will deliver high-quality voice, data and video connectivity securely and reliably to businesses, consumers and other communications service providers.



Contact Information
Qwest Media Contact
Lisa Hempel
(303) 291-1708
lhempel@qwest.net
   
Outside Contacts:
Media Contact
Alison Schwartz
(303) 615-5070 x102
aschwart@alexander-pr.com