Investor Contact:                                     Media Contacts:
- -----------------                                     ---------------
Nancy Humphries                                       Jeff Battcher
BellSouth                                             BellSouth
404-249-3428                                          404-713-0274

Lee Wolfe                                             Tyler Gronbach
Qwest Communications                                  Qwest Communications
800-567-7296                                          303-992-2155




                 BELLSOUTH SIGNS WHOLESALE AGREEMENT WITH QWEST


ATLANTA/DENVER - February 6, 2002 - BellSouth Corporation (NYSE: BLS) and Qwest
Communications International Inc. (NYSE: Q) announced today that they have
signed a wholesale services agreement. The new agreement will take effect
immediately.

Under the agreement, BellSouth will purchase $350 million of services from Qwest
over a four-year period and will add this portfolio of products and services to
the BellSouth long distance, data and Internet suite of services.

"BellSouth and Qwest have been successful in providing customers in the
Southeast with a full suite of communications services. This wholesale agreement
will further enhance our ability to access the Qwest data network and portfolio
of retail products for our customers," said BellSouth Chairman and CEO Duane
Ackerman.

"We have had a very successful coordinated marketing relationship with BellSouth
winning the confidence of business customers throughout the Southeast. We look
forward to being a wholesale provider of long-distance and data services as
BellSouth expands its offerings," said Qwest Chairman and CEO Joseph P. Nacchio.

Separately, BellSouth and Qwest agreed to terminate a previous purchase
agreement.

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ABOUT QWEST

Qwest Communications International Inc. (NYSE: Q) is a leader in reliable,
scalable and secure broadband data, voice and image communications for
businesses and consumers. The Qwest Macro Capacity(R) Fiber Network, designed
with the newest optical networking equipment for speed and efficiency, spans
more than 190,000 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 Communications International Inc. (together with its affiliates, "Qwest",
"we" or "us") 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 but not limited to: potential fluctuations in quarterly results;
volatility of Qwest's stock price; intense competition in the markets in which
we compete; changes in demand for our products and services; the duration and
extent of the current economic downturn, including its effect on our customers
and suppliers; adverse economic conditions in the markets served by us or by
companies in which we have substantial investments; 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 our business,
delays in our ability to provide interLATA services within our 14-state local
service area; 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, and difficulties in combining the operations of the
combined company. This release may include analysts' estimates and other
information prepared by third parties for which we assume no responsibility. We
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, and CyberCenter is a service mark
of, Qwest Communications International Inc. in the U.S. and certain other
countries.


ABOUT BELLSOUTH CORPORATION

BellSouth Corporation is a Fortune 100 communications services company
headquartered in Atlanta, GA, serving nearly 46 million customers in the United
States and 15 other countries. Consistently recognized for customer
satisfaction, BellSouth provides a full array of broadband data and e-commerce
solutions to business customers, including Web hosting and other Internet
services. In the residential market, BellSouth offers DSL high-speed Internet
access, advanced voice features and other services. BellSouth also provides
online and directory advertising services, including BellSouth(R) Real
PagesSM.com. BellSouth owns 40 percent of Cingular Wireless, the nation's second
largest wireless company, which provides innovative wireless data and voice
services. In addition to historical information, this document contains
forward-looking statements regarding events and financial trends. Factors that
could affect future results and could cause actual results to differ materially
from those expressed or implied in the forward-looking statements include: (i) a
change in economic conditions in domestic or international markets where we
operate or have material investments which would affect demand for our services;
(ii) the intensity of competitive activity and its resulting impact on pricing
strategies and new product offerings; (iii) higher than anticipated cash
requirements for investments, new business initiatives and acquisitions and (iv)
those factors contained in the Company's periodic reports filed with the SEC.
The forward-looking information in this document is given as of this date only,
and BellSouth assumes no duty to update this information.

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