DENVER - May 12, 1998 - Qwest today announced an agreement worth potentially more than $50 million to Qwest under which it will provide dark fiber to ALLTEL along segments of the Qwest nationwide fiber optic network. Under the terms of the agreement, Qwest will provide ALLTEL with dark fiber on the Qwest network in the Eastern United States, and will construct a new 271-mile segment to serve Huntsville, Alabama and Memphis, Tennessee.

?We are pleased ALLTEL is taking advantage of the superior construction of the Qwest network by choosing to buy their fiber lines from us,? said Joseph P. Nacchio, president and CEO at Qwest. ?Dark fiber sales benefit Qwest by generating revenue that allows us to continue our rapid growth and network expansion, and benefit customers such as ALLTEL by providing them with highly reliable and cost effective fiber lines.?

?This agreement with Qwest represents an important step toward the development of ALLTEL?s extensive fiber network,? said ALLTEL President Scott Ford. ?The fiber lines we are acquiring will enable ALLTEL to originate and terminate a full menu of voice and data traffic for ALLTEL and its customers. They will also allow us to transport long-distance traffic to most major cities in the southeast, along the eastern seaboard and to the Great Lakes region.?

This release may contain forward-looking statements that involve risks and uncertainterially from actual future events or results. Readers are referred to the documents filed by Qwest with the SEC, specifically the most recent reports on Form 10-Q, 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, volatility of stock price, financial risk management and future growth subject to risks.

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