Denver, May 27, 1999 ? Qwest Communications International Inc. (Nasdaq:QWST), the Internet communications company, and BellSouth Corporation (NYSE:BLS) today announced they have reached a strategic milestone by closing an equity investment that allows the two companies to provide market-leading communications services to customers and gives BellSouth a 10 percent equity stake in Qwest. As a result of the agreement, Qwest has received approximately $1.923 billion from BellSouth in exchange for 40,700,000 shares of Qwest common stock. Qwest's principal stockholder, Anschutz Company, also sold 33,300,000 shares of Qwest common stock to BellSouth for approximately $1.573 billion.

"We are extremely pleased to have completed this transaction in less than 40 days, which clearly illustrates the level of confidence and desire both companies have in working together," said Qwest Chairman and CEO Joseph P. Nacchio. "The agreement will rapidly accelerate the companies' efforts to provide leading-edge services from long distance to e-commerce to the companies' 38 million customers around the globe."

The total number of shares purchased by BellSouth from Qwest and Anschutz reflects Qwest's two-for-one stock split that occurred on May 24, 1999.

Qwest also said that the two companies have recently initiated coordinated marketing efforts throughout the U.S. Qwest is delivering a portfolio of data networking, Internet and voice services, while BellSouth provides a complement of local networking and Internet services.

About Qwest
Qwest Communications International Inc. (Nasdaq: QWST) is a leader in reliable and secure broadband Internet-based data, voice and image communications for businesses and consumers. Headquartered in Denver, Qwest has more than 8,500 employees working in North America, Europe and Mexico. The Qwest Macro Capacity® Fiber Network, designed with the newest optical networking, will span more than 18,500 route miles in the United States when it is completed by mid-1999, and an additional 315-mile network route that will be completed by the end of the year. In addition, Qwest and KPN, the Dutch telecommunications company, have formed a venture to build and operate a high-capacity European fiber optic, Internet Protocol-based network that has 2,100 miles and will span 9,100 miles when it is completed in 2001. Qwest also has nearly completed a 1,400-mile network in Mexico.

About BellSouth
BellSouth is a $23 billion communications services company. It provides telecommunications, wireless communications, cable and digital TV, directory advertising and publishing, and Internet and data services to nearly 34 million customers in 19 countries worldwide.

This release may contain forward-looking statements that involve risks and uncertainties. These statements may differ materially from actual future events or results. Readers are referred to the documents filed by Qwest with the SEC, specifically the most recent reports which identify important risk factors that could cause actual results to differ from those contained in the forward-looking statements, including potential fluctuations in quarterly results, dependence on new product development, rapid technological and market change, failure to complete the network on schedule and on budget, financial risk management and future growth subject to risks, Qwest's ability to achieve Year 2000 compliance, and adverse changes in the regulatory or legislative environment. Qwest undertakes no obligation to review or confirm analysts' expectations or estimates or to release publicly any revisions to any forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

The Qwest logo is a registered trademark of Qwest Communications International Inc. in the U.S. and certain other countries.

Contact Information
Qwest Media Contact
Tyler Gronbach
(303) 992-2155
Outside Contacts:
Media Contact
Tim Klein
(404) 249-4135