Qwest, U S WEST Complete Federal and State Filings for Merger Approval

DENVER - Qwest Communications International Inc. (Nasdaq: QWST) and U S WEST, Inc. (NYSE: USW) announced that by tomorrow they will complete all federal and state applications for approval of their planned merger. The companies have also begun mailing the final joint merger proxy to about 500,000 Qwest shareowners and one million U S WEST shareowners for their scheduled shareowner meetings on November 2 in Denver and New York City, respectively.

Qwest and U S WEST have already been cleared to proceed with the merger by the U.S. Department of Justice and the Securities and Exchange Commission - where they filed their final joint merger proxy statement last Friday. The companies have also filed with the Federal Communications Commission for approval of the merger, which is expected to close by the second quarter of 2000.

A detailed explanation of the regulatory filing process and other matters related to the merger is included in the joint merger proxy. The proxy provides shareowners with important information concerning the planned merger and the benefits of combining the two companies.

The combination of Qwest and U S WEST, to be named Qwest Communications International Inc., will employ about 64,000 people and be headquartered in Denver. It brings together the world's most advanced network and provider of broadband Internet communications - Qwest - with the most innovative local communications firm in local, wireless and broadband services, as well as the nation's leader in high-speed DSL (Digital Subscriber Line) Internet access - U S WEST.

Qwest and U S WEST will link one of the world's most advanced fiber-optic networks to 29 million customers and a local network that is 99.2% digitally switched. Together, the two firms have more than 3 million miles of deployed fiber in the U.S. and worldwide.

About Qwest
Qwest Communications International Inc. (Nasdaq: QWST) is a leader in reliable, scalable and secure broadband Internet-based data, voice and image communications for businesses and consumers. The Qwest Macro Capacity® Fiber Network, designed with the newest optical networking, spans more than 18,500 miles in the United States, with an additional 315-mile network to be completed by the end of the year. In addition, Qwest and KPN, the Dutch telecommunications company, are building and will operate a high-capacity European fiber optic, Internet-based network that will span 8,100 miles when it is completed in 2001. Qwest also has completed a 1,400-mile network in Mexico.

About U S WEST
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 may be found on the Internet at www.uswest.com.

Safe Harbor: This release contains 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 and

U S WEST 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, the companies' ability to achieve Year 2000 compliance, adverse changes in the regulatory or legislative environment, and failure to close the merger timely or at all. This release may include analysts' estimates and other information prepared by third parties for which the companies assume no responsibility. The companies undertake 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. The U S WEST logo is a registration trademark of U S WEST, Inc. in the U.S.

Contact Information
Qwest Media Contact
Tyler Gronbach
(303) 992-2155
Media Contact
Jeremy Story
(303) 965-3235
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