Qwest Communications Buys Back $1 Billion In Qwest Stock From Bellsouth

Denver, January 16, 2001 - Qwest Communications International Inc. (NYSE:Q) announced that Qwest will purchase today approximately 22.22 million Qwest shares from BellSouth Corporation (NYSE:BLS) at a price of $45 per share, or $1 billion, in cash. After the sale to Qwest, BellSouth will own approximately 51.78 million Qwest shares, or approximately 3.1 percent of the Qwest shares then outstanding.

BellSouth has also agreed to purchase $250 million in services from Qwest over five years. BellSouth will pay for the services in Qwest stock over a four-year period.

Qwest and BellSouth will continue their business relationship, which was developed to help both companies more effectively provide large business customers in the Southeast with complete communications solutions. To date, the relationship has yielded more than 200 customer contracts totaling more than $300 million in revenue to Qwest in a broad range of industries.

Qwest said that it agreed to purchase the approximately 22.22 million Qwest shares because it believes that the Qwest stock is a good value at $45 per share. Qwest also said that the repurchased shares would be available to satisfy Qwest’s obligations under employee benefit and option programs.

BellSouth agreed to hold its remaining Qwest shares until January 16, 2002, except that BellSouth is permitted to sell up to 11.11 million shares after February 15, 2001.

Qwest has approximately 1.69 billion shares outstanding. The average daily trading volume of Qwest shares from November 1, 2000 to January 12, 2001 was approximately 5.6 million shares.

About Qwest Qwest Communications International Inc. (NYSE: Q) 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 equipment for speed and efficiency, spans more than 104,000 miles globally. For more information, please visit the Qwest web site at www.qwest.com.

This release may contain projections and other 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 Securities and Exchange Commission, 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, volatility of Qwest's stock price, intense competition in the communications services market, changes in demand for Qwest's products and services, dependence on new product development and acceleration of the deployment of advanced new services, such as broadband data, wireless and video services, which could require substantial expenditure of financial and other resources in excess of contemplated levels, higher than anticipated employee levels, capital expenditures and operating expenses, rapid and significant changes in technology and markets, adverse changes in the regulatory or legislative environment affecting Qwest's business and delays in Qwest's ability to provide interLATA services within its 14-state local service territory, failure to maintain rights of way, and failure to achieve the projected synergies and financial results expected to result from the acquisition of U S WEST timely or at all and difficulties in combining the operations of Qwest and U S WEST. This release may include analysts' estimates and other information prepared by third parties for which Qwest assumes no responsibility. 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.

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Contact Information

Qwest Media Contact

Tyler Gronbach

(303) 992-2155

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