Coop Exhibit S

Qwest Corporation
1801 California, Rm 2410
Denver, CO 80202
Phone 303 965-3887
Fax 303-965-4667
Nancy J. Donahue
Lead Business Development Analyst

October 12, 2001

Carl Oppedahl
Ruby Ranch Internet Cooperative Association
c/o Oppedahl & Larson LLP
P.O. Box 5088
Dillon, CO 80435-5088

Dear Mr. Oppedahl:

The purpose of this letter is to advise Ruby Ranch Internet Cooperative Association ("Ruby Ranch") that, notwithstanding the informal letter of complaint it has submitted to the Colorado Public Utilities Commission and Federal Communications Commission, Qwest Corporation ("Qwest") remains willing to discuss possible means to achieve Ruby Ranch's goals. Qwest believes it has already made substantial progress addressing Ruby Ranch's concerns about the terms and conditions of an interconnection agreement. For example, Qwest has offered to pare down significantly its template agreement, and it has offered to modify its insurance requirements to meet Ruby Ranch's needs.

If, notwithstanding the progress the parties have made to date, Ruby Ranch continues to reject further negotiations with Qwest, Qwest believes that another solution may nonetheless exist. Numerous other CLECs already have the ability to order subloops from Qwest under their existing interconnection agreements. Ruby Ranch may wish to consider approaching one of these CLECs to obtain subloops.

Whether Ruby Ranch chooses to work with Qwest or with some other entity, please be assured that we will do whatever we can, consistent with applicable law and regulation, to assist Ruby Ranch in meeting its needs.

Sincerely,

Nancy J. Donahue