Qwest Communications International Inc. Announces $250 Million Senior Notes Offering

DENVER, March 31, 1997 -- Qwest Communications International Inc. (Qwest) today announced that it has sold $250 million aggregate principal amount of its 10 7/8% Senior Notes Due 2007.

Qwest said it intends to use approximately $117.4 million of the net proceeds of the offering (approximately $242 million) to fund the expansion of its existing long distance network into a 13,000 mile, coast-to-coast, technologically advanced, fiber optic telecommunications network. The Company will employ, throughout substantially all of the network, a self-healing SONET ring architecture equipped with the most advanced commercially available fiber manufactured by Lucent Technologies together with advanced transmission electronics. In addition, approximately $124.6 million of the proceeds will be used to repay certain existing indebtedness of Qwest?s subsidiaries.

Joseph P. Nacchio, President and Chief Executive Officer of Qwest, said, "I am delighted that Qwest has completed this offering as a part of its plan to expand Qwest?s fiber optic network."

Qwest is a facilities-based provider of communications services to interexchange carriers and other communications entities and to businesses and consumers, and the company constructs and installs fiber optic communications systems for interexchange carriers and other communications entities, as well as for its own use.

The notes have not been registered under the Securities Act of 1933 and may not be offered or sold in the U.S. absent registration or an applicable exemption from registration requirements.

Note to Editors: This release contains or refers to forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 that include, among others, (i) statements by Qwest concerning the benefits expected to result from certain transactions, including, without limitation, synergies in the form of increased revenues, decreased expenses and avoided expenses and expenditures that are expected to be realized by Qwest after the closing of such transactions, (ii) Qwest's plans to complete the Qwest Macro Capacity Fiber Network and (iii) other statements by Qwest of expectations, beliefs, future plans and strategies, anticipated developments and other matters that are not historical facts. Qwest cautions the reader that these forward-looking statements are subject to risks and uncertainties, including financial, regulatory environment, and trend projections, that could cause actual events or results to differ materially from those expressed or implied by the statements. Such risks and uncertainties include those risks, uncertainties and risk factors identified, among other places, in documents filed with Securities and Exchange Commission. The most important factors that could prevent Qwest from achieving its stated goals include, but are not limited to, (a) failure by Qwest to manage effectively, cost efficiently and on a timely basis the construction of the Qwest Network route segments, (b) failure by Qwest to enter into additional customer contracts to sell dark fiber or provide high-volume capacity and otherwise expand its telecommunications customer base on the Qwest Network, (c) failure by Qwest to obtain and maintain all necessary rights-of-way, (d) intense competition in Qwest's carrier services and commercial services markets, (e) the potential for rapid and significant changes in technology and their effect on Qwest's operations, (f) operating and financial risks related to managing rapid growth and integrating acquired businesses, (g) adverse changes in the regulatory environment, and (h) failure by Qwest to integrate the respective operations of Qwest and certain acquired businesses or to achieve the synergies expected from certain transactions. These cautionary statements should be considered in connection with any subsequent written or oral forward-looking statements that may be issued by Qwest or persons acting on its behalf. 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.

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