Qwest, U S WEST Announce Shareowner Merger Votes on November 2, As Much As 90 Days Ahead of Schedule

DENVER - Qwest Communications International Inc. (Nasdaq: QWST) and U S WEST, Inc. (NYSE: USW) today announced they will hold shareowner meetings on November 2 to vote on their planned merger. The Qwest meeting is scheduled for 10 a.m. MST at the Hyatt Regency in Denver. The U S WEST meeting is set for 9 a.m. EST in the Equitable Building in New York City.

The two companies were able to accelerate the merger schedule by as much as 90 days because of prompt action by the Securities and Exchange Commission (SEC) in deciding not to review the filings. The companies said the SEC could have taken 30 to 90 days to review the registration statement filing and that a 90-day review would have pushed their shareowner meetings into early 2000.

Qwest and U S WEST shareowners of record as of September 7 will be entitled to vote at the meetings or by proxy, which will be mailed in September.

In addition, the two companies also filed joint applications to approve the merger with two more state commissions, in Arizona and Washington. These follow August 19 filings with the FCC and five other state commissions (Colorado, Minnesota, Montana, Utah and Wyoming), and August 12 filings with the SEC and Justice Department. The merger is expected to close by the second quarter of 2000.

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 and 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 nearly 4 million miles of deployed fiber in the U.S. and worldwide.

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 9,000 employees working in North America, Europe and Mexico. 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, 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 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
Dave Banks
(303) 896-3040
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