U.S. Department of Justice Reviews and Clears Qwest - U S WEST Merger

DENVER - Qwest Communications International Inc. (Nasdaq: QWST) and U S WEST, Inc.
(NYSE: USW) announced today they have received clearance from the U.S. Department of Justice (DoJ) for their proposed merger, passing another milestone for the combination of the two companies.

The DoJ reviewed and cleared the two companies' pre-merger antitrust filing, granting early termination of the waiting period in accordance with the Hart-Scott-Rodino Pre-Merger Notification Act, which requires that federal antitrust agencies review mergers of a certain size.

The DoJ's clearance allows the two companies to move forward with regulatory approval by the Federal Communications Commission and several states. Thus far, the companies have filed with the FCC and regulatory commissions in seven states: Arizona, Colorado, Minnesota, Montana, Utah, Washington and Wyoming.

"This is the second significant federal decision we've received in the last month," said Solomon D. Trujillo, Chairman, President and CEO, U S WEST. "We're delighted to clear another hurdle and eager to move forward with the FCC, state commissions and our shareowner meetings on November 2."

"Once again another federal agency has rendered an early decision that allows us to proceed quickly with the merger approval process," said Joseph P. Nacchio, Chairman and CEO, Qwest. "The early termination of the waiting period further supports our contention that a Qwest-U S WEST combination is pro-competitive and will drive the rapid deployment of broadband communications services across the U.S. and around the world."On August 19, the Securities and Exchange Commission decided not to review the companies' registration statement filing, allowing Qwest and U S WEST to accelerate the schedule for their shareowner approval meetings, which are now planned for November 2 in Denver and New York City, respectively.

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 three 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
David Fish
(202) 429-3127
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