July 23, 1999

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Note to investors: Sol Trujillo,  Chairman, President and CEO of U S WEST (NYSE:
USW),  will host a live  teleconference  call at 9:00a.m.  MDT (11:00 a.m.  EDT)
today to discuss second quarter,  1999 results.  U.S.  participants  should call
1-800-967-7141  by the scheduled start time.  International  callers should dial
719-457-2630. A replay will be available starting at noon MDT, through 6p.m. MDT
on Friday, July 30 by calling  1-888-203-1112 and enter-ing  confirmation number
726120. International callers can reach the replay at 719-457-0820.
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                U S WEST Second Quarter Earnings Rise 9.2 Percent

                 -- PCS Subscribers Up Five Fold Year Over Year;
                       Surpasses 50,000 DSL Subscribers --

DENVER - Riding a near 7 percent revenue growth rate, U S WEST (NYSE: USW) today
announced  second  quarter  diluted  earnings per share of $.83,  up $.07 or 9.2
percent from pro forma, normalized second quarter 1998 earnings.

Revenue growth increased to 6.7 percent during the quarter,  driven primarily by
the  continued  momentum  of  the  company's  growth  products:  PCS,  data  and
Internet-related  services.  Also aiding the quarter's  results were  moderating
growth in expenses, which fell to a normalized rate of 7.3 percent, from a first
quarter growth rate of 8.9 percent.  Quarterly  results were partially offset by
increasing investment in growth areas.

As announced  earlier  this week,  U S WEST has entered into a merger  agreement
with Qwest Communications International.

"We had an exciting quarter at U S WEST," said Sol Trujillo,  president and CEO.
"In addition to announcing our merger with Qwest, we've also announced quarterly
results that show clear operational momentum.  And the strength of those results
underscores our desire to link up with a partner that can help broaden the scale
and scope of our offerings.

"I'm  particularly  pleased  with the  progress of our growth  initiatives,"  he
added.  "Those  initiatives  -- coupled with  quarterly  sales of nearly 250,000
additional Caller ID and voice messaging features -- are now driving much of the
revenue growth in our business."

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U S WEST Second Quarter Earnings - Page 2

The  following  are key product and service  highlights  from U S WEST's  growth
businesses:

Growth Product Highlights



                                                       

- ------------ ------------------------------ ------------------- -----------------------------------------------
Division    Revenues (comparisons are      Key Product         Subscriber/Penetration Levels
             Q299 over Q298)
- ------------ ------------------------------ ------------------- -----------------------------------------------
- ------------ ------------------------------ ------------------- -----------------------------------------------
Data         o    $410 million, up 37   o        U S        o        To date, total of 225,000, up almost
                  percent                        WEST.net            23,000 for the quarter and 380 percent
                                                                     over 2Q98 totals.
             o    !NTERPRISE data
                  revenues were $203        o    MegaBit    o        Added nearly 14,000 for the quarter.
                  million for the                (DSL)               To date at 50,000 total.
                  quar-ter, up 67 percent.       services
- ------------ ------------------------------ ------------------- -----------------------------------------------
- ------------ ------------------------------ ------------------- -----------------------------------------------
PCS          o    ARPU of $58.              o    Advanced       o    Added nearly 65,000 during the
                                                 PCS                 quarter for a total of almost 285,000.
             o    Total quarterly
                  revenue of  $57                               o    Now has a weighted average
                  million, up 250 percent.                           penetration of 2.2 percent.

                                                                o    50 percent of users now subscribe to
                                            o                        at least one of the product's integrated
                                                 Integrated          features
                                                 features
- ------------ ------------------------------ ------------------- -----------------------------------------------
- ------------ ------------------------------ ------------------- -----------------------------------------------
Dex          o    E-Commerce-related        o    Internet       o    Has sold web sites to nearly 6,000
                  revenues grew to nearly        Yellow Pages        small businesses since the service was
                  $5 million.                                        introduced in 1998.
             o    Represents a 53           o
                  percent increase in            E-Commerce    o     Year to date, Dex has sold nearly
                  Internet, audio and                                21,000 Internet advertising items, which
                  database marketing                                 also include Web site and e-mail links
                  services.                                          and local banner ads.
- ------------ ------------------------------ ------------------- -----------------------------------------------


Total "growth  subscribers"  (customers  for the company's PCS, DSL and Internet
access  service)  were up more than  100,000  for the  quarter -- almost  double
second quarter 1998 -- and now total 550,000.  Investment in growth  initiatives
negatively  impacted  EPS by $0.17  for the  quarter  versus  $0.10  for  second
quarter, 1998.

U S WEST Dex,  the  company's  directory  and Internet  Yellow  Pages  business,
continued its strong  performance in the second quarter,  with  double-digit net
income growth.  Dex grew revenues at 7.4 percent compared to second quarter last
year, led by top-line growth in Internet  advertising and audio services as well
as healthy print Yellow Pages  results.  Additionally,  the  company's  Internet
Yellow Pages site  (http://uswestdex.com)  experienced  tremendous  usage growth
during the quarter, up more than 23 percent over the first quarter.

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U S WEST Second Quarter Earnings - Page 3

During the quarter,  the company saw continuing  impacts from competition in its
local  telephony  business in both line growth and  pricing.  It now has re-sold
nearly 475,000 lines to  competitors,  up from 444,000 lines at the end of first
quarter.

During the quarter,  U S WEST  announced  an agreement to sell 530,000  (about 3
percent  of its total  access  lines)  access  lines  throughout  its  region to
Citizen's Utilities.

Other second quarter highlights include:

Volumes and Penetration:

o    Residential  subscriber  levels at the end of the quarter for the company's
     most popular custom calling features  continued to grow, with Caller ID and
     Call Waiting both now at 37 percent  penetration and Voice Messaging now at
     20 percent penetration (tops in the industry).

o    So far this year,  the company has signed up 120,000  customers  -- most of
     them during the second  quarter -- for  several of its new  privacy-related
     custom-calling  features,  including  Caller  ID with  Privacy  Plus and No
     Solicitation.

o    Sales of the company's  bundled  "Custom  Choice"  package for  residential
     customers surpassed 910,000 during the quarter.

o    The  addition of 510,000  access lines over the past 12 months for a growth
     rate of 3.1 percent. On a  "voice-grade-equivalent"  basis, business access
     line growth was 14.2 percent.

o    On the small  business  side,  total access lines  equipped with Centrex 21
     services grew to 492,000, a 63 percent year-over-year increase.

Sales and Revenues:

o    An 18.8 percent increase  compared with second quarter 1998 in private line
     and special access  revenues,  which totaled $291 million - a reflection of
     the company's growing data networking  services business and its ability to
     successfully  compete in one of the most highly competitive segments of the
     telecommunications market.

o    During the quarter, consumer revenues from vertical services increased by
     more than 17 percent, compared to second quarter 1998.

o    Frame Relay  revenues  increased by nearly 38 percent  quarter-over-quarter
     and ISDN revenues jumped by 73 percent quarter-over-quarter.

o    Toll revenues dropped by 22 percent during the quarter, driven partially by
     five states moving to 1+ pre-subscription during the first quarter and Iowa
     moving to 1+ pre-subscription in April.

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U S WEST Second Quarter Earnings - Page 4

Costs and Margins:

o    Absorbed approximately $117 million in expenses related to interconnection,
     number  portability and Year 2000 compliance  during the quarter.  To date,
     the  company  has spent  $200  million in expense  and  capital on Y2K.  It
     expects to spend another $75 million during the balance of 1999.

o    Capital  expenditures were up 21 percent during the second quarter,  rising
     from $809 million in second  quarter to $981 million this quarter.  For the
     year,  capital  expenditures  are up 33 percent at $1.8 billion.  Full-year
     capital expenditures are now expected to be approximately $4.0 billion.

o    Employee-related  expenses grew by 7.9 percent  during the quarter,  due in
     large part to efforts  related to keeping up with  service  demands.  These
     expenses  include  the  addition  of 400  employees  during the quarter and
     nearly  2,200 since second  quarter,  1998 -- more than 1,100 of which have
     been added specifically to keep up with service demands.

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 can be found on the Internet
at http://www.uswest.com.

Safe Harbor Statement:  This document contains  statements about expected future
events and financial results that are  forward-looking  and subject to risks and
uncertainties.   For   these   statements,   we  claim  the  safe   harbor   for
"forward-looking  statements"  within  the  meaning  of the  Private  Securities
Litigation Reform Act of 1995. Factors that could cause actual results to differ
from  expectations  include:  (i) greater than anticipated  competition from new
entrants into the local exchange, intraLATA toll, wireless, data and directories
markets, causing loss of customers and increased price competition; (ii) changes
in demand  for U S WEST's  products  and  services,  including  optional  custom
calling  features;  (iii)  higher  than  anticipated  employee  levels,  capital
expenditures   and   operating   expenses   (such  as  costs   associated   with
interconnection  and  year  2000  remediation);  (iv)  the  loss of  significant
customers; (v) pending and future state and federal regulatory changes affecting
the telecommunications  industry, including changes that could have an impact on
the  competitive  environment  in the local  exchange  market;  (vi) a change in
economic  conditions  in the various  markets  served by U S WEST's  operations;
(vii)  higher than  anticipated  start-up  costs  associated  with new  business
opportunities;  (viii) delays in U S WEST's ability to begin offering  interLATA
long-distance   services;   (ix)  consumer  acceptance  of  broadband  services,
including telephony,  data and wireless services;  (x) delays in the development
of  anticipated  technologies,  or the failure of such  technologies  to perform
according  to  expectations;  and (xi)  timing and  completion  of the  recently
announced merger with Qwest  Communications  International Inc. These cautionary
statements by U S WEST should not be construed as exhaustive or as any admission
regarding the adequacy of  disclosures  made by U S WEST. U S WEST cannot always
predict or determine  after the fact what factors would cause actual  results to
differ  materially  from those  indicated by the  forward-looking  statements or
other  statements.  In addition,  readers are urged to consider  statements that
include  the  terms  "believes",  "belief",  "expects",  "plans",  "objectives",
"anticipates",   "intends",   "targets",   or  the  like  to  be  uncertain  and
forward-looking. All cautionary statements should be read as being applicable to
all forward-looking statements wherever they appear. U S WEST does not undertake
any  obligation  to publicly  update or revise any  forward-looking  statements,
whether as a result of new information, future events or otherwise.

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Further   information:   Larry  Thede,   303-896-3550;   Martha  Daniele  Paine,
303-896-5706; Kent Evans, 303-896-3096.

NOTE:  This  release  and the  financial  statements  will be  available  on the
Internet   after  7  a.m.   (MDT)  by  accessing  U  S  WEST's   Internet  site:
www.uswest.com.