Qwest to Acquire OnFiber Communications, Inc.

The agreement calls for a $107 million purchase price with Qwesthaving the option up until closing to substitute up to $35 million ofQwest shares for cash. The transaction is anticipated to close in thethird quarter.

OnFiber specializes in high-bandwidth, all-fiber solutions servingprimarily large business and government clients. The company operatesan all-optical network in 23 metropolitan areas and features a fulloffering of access and transport services, including Ethernet, SONETand Wavelength.

Qwest currently provides similar solutions to metropolitan areaswithin its 14-state operating region, and this acquisition deepensQwest's already significant out-of-region metropolitan coverage whilemeaningfully reducing third-party access costs. Qwest's nationwideMPLS backbone network extends throughout the United States and carriesnearly 4 billion voice-over-Internet Protocol minutes per month.

"This is a sound, complementary deal for Qwest, OnFiber and bothcompanies' customers," said Tom Richards, Qwest executive vicepresident, business markets group. "This union gives businesses choicein national providers. OnFiber brings a unique approach to deliveringand managing custom fiber networks that has proven to be efficient andcost-effective."

OnFiber expects to post revenues of nearly $60 million in 2006(a)-- representing year-over-year growth of more than 20 percent. Lastyear, the company's average revenue-per-employee reached nearly$450,000 and its average monthly customer revenue at more than$17,000, was among the highest of competitive telecom providers.OnFiber serves leading companies in industry verticals, such as mediaand entertainment, financial services, software and healthcare.

"We expect the Ethernet market will grow upwards of 50 percentannually; Ethernet has been a high growth product for us in-region,and this increases our participation nationally," said Richards. "ForQwest, this expands our penetration in key markets throughout thecountry while reducing last-mile costs. It absolutely fits ourcriteria for a return-focused acquisition."

Qwest anticipates run-rate synergies of about $25 million annually- most significantly in the elimination of overlapping facilities andthe reduction of network access costs. The company also expects thetransaction will be accretive to EBITDA and free cash flow startingnext year.

"The overwhelmingly positive customer response we've earned fromour unique approach, which is to design, build and managepurpose-built network solutions, proves our model is effective," saidDanny Bottoms, OnFiber's president and CEO. "By joining Qwest, we'llbe able to advance the OnFiber vision while offering customers moreproduct depth. OnFiber's national presence increases Qwest's accessdensity in metro areas outside of its region."

(a) 2006 cost of revenues is estimated at $32 million and 2006selling, general and administrative expenses are estimated at $13million.

About OnFiber Communications, Inc.

OnFiber provides high-performance fiber networks for the world'smost respected companies. Fortune 1000 corporations, global telecomgiants and the Internet organizations that define the Web all rely onOnFiber's infrastructure. The company's unique process,AdaptiveBuild(R), produces individually designed, built and managedmetropolitan and wide-area solutions. Because OnFiber's networks arecreated for specific application and service needs, enterprises andtelecommunications providers benefit from security, reliability andperformance that is purpose-built. OnFiber owns networks in majorcities throughout the US and offers a full suite of transporttechnologies including Wavelength, Ethernet and SONET. For moreinformation please visit www.onfiber.com or call 1-866-ONFIBER.

About Qwest

Qwest Communications International Inc. (NYSE: Q), through itsoperating subsidiaries, is a leading provider of high-speed Internet,data, video and voice services. With nearly 40,000 employees, Qwest iscommitted to the "Spirit of Service" and providing world-classservices that exceed customers' expectations for quality, value andreliability. For more information, please visit the Qwest Web site atwww.qwest.com.

Forward Looking Statement Note

This release may contain projections and other forward-lookingstatements that involve risks and uncertainties. These statements maydiffer materially from actual future events or results. Readers arereferred to the documents filed by us with the Securities and ExchangeCommission, specifically the most recent reports which identifyimportant risk factors that could cause actual results to differ fromthose contained in the forward-looking statements, including but notlimited to: access line losses due to increased competition, includingfrom technology substitution of our access lines with wireless andcable alternatives, among others; our substantial indebtedness, andour inability to complete any efforts to de-lever our balance sheetthrough asset sales or other transactions; any adverse outcome of thecurrent investigation by the U.S. Attorney's office in Denver intocertain matters relating to us; adverse results of increased reviewand scrutiny by regulatory authorities, media and others (includingany internal analyses) of financial reporting issues and practices orotherwise; rapid and significant changes in technology and markets;any adverse developments in commercial disputes or legal proceedings,including any adverse outcome of current or future legal proceedingsrelated to matters that are or were the subject of governmentalinvestigations, and, to the extent not covered by insurance, if any,our inability to satisfy any resulting obligations from fundsavailable to us, if any; potential fluctuations in quarterly results;volatility of our stock price; intense competition in the markets inwhich we compete including the likelihood of certain of ourcompetitors consolidating with other providers; changes in demand forour products and services; acceleration of the deployment of advancednew services, such as broadband data, wireless and video services,which could require substantial expenditure of financial and otherresources in excess of contemplated levels; higher than anticipatedemployee levels, capital expenditures and operating expenses; adversechanges in the regulatory or legislative environment affecting ourbusiness; changes in the outcome of future events from the assumedoutcome included in our significant accounting policies; and ourability to utilize net operating losses in projected amounts.

The information contained in this release is a statement ofQwest's present intention, belief or expectation and is based upon,among other things, the existing regulatory environment, industryconditions, market conditions and prices, the economy in general andQwest's assumptions. Qwest may change its intention, belief orexpectation, at any time and without notice, based upon any changes insuch factors, in Qwest's assumptions or otherwise. The cautionarystatements contained or referred to in this release should beconsidered in connection with any subsequent written or oralforward-looking statements that Qwest or persons acting on its behalfmay issue. This release may include analysts' estimates and otherinformation prepared by third parties for which Qwest assumes noresponsibility.

Qwest undertakes no obligation to review or confirm analysts'expectations or estimates or to release publicly any revisions to anyforward-looking statements and other statements to reflect events orcircumstances after the date hereof or to reflect the occurrence ofunanticipated events.

By including any information in this release, Qwest does notnecessarily acknowledge that disclosure of such information isrequired by applicable law or that the information is material.

The Qwest logo is a registered trademark of Qwest CommunicationsInternational Inc. in the U.S. and certain other countries.