<PAGE>
 
     As filed with the Securities and Exchange Commission on July 29, 1998
                                                   Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                           -------------------------
                                    FORM S-8
                            REGISTRATION STATEMENT
                                     Under
                          The Securities Act of 1933

                           -------------------------
 
                    QWEST COMMUNICATIONS INTERNATIONAL INC.
            (Exact name of registrant as specified in its charter)

                           -------------------------

      DELAWARE                                        84-1339282
   (STATE OR OTHER                                    (I.R.S. EMPLOYER
   JURISDICTION OF                                    IDENTIFICATION NO.)
   INCORPORATION OR
    ORGANIZATION)

                   555 SEVENTEENTH STREET, 1000 QWEST TOWER
                            DENVER, COLORADO 80202
                                (303) 992-1400
         (Address, including zip code, and telephone number, including
            area code, of registrant's principal executive offices)

                    QWEST COMMUNICATIONS INTERNATIONAL INC.
                    STOCK OPTION PLAN FOR GREGORY M. CASEY
                             (Full title of plan)

                           -------------------------

  (NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE FOR THE REGISTRANT)

                              ROBERT S. WOODRUFF
                       EXECUTIVE VICE PRESIDENT--FINANCE
                    QWEST COMMUNICATIONS INTERNATIONAL INC.
                   555 SEVENTEENTH STREET, 1000 QWEST TOWER
                            DENVER, COLORADO 80202
                                (303) 992-1400

                                   COPY TO:
                          THOMAS A. RICHARDSON, ESQ.,
                           HOLME ROBERTS & OWEN LLP
                        1700 LINCOLN STREET, SUITE 4100
                            DENVER, COLORADO 80203
                                (303) 861-7000

                          ---------------------------
                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------
                                                               PROPOSED
                                             PROPOSED          MAXIMUM
TITLE OF EACH CLASS OF         AMOUNT        MAXIMUM           AGGREGATE     AMOUNT OF
   SECURITIES TO BE            TO BE      OFFERING PRICE       OFFERING    REGISTRATION
     REGISTERED              REGISTERED    PER UNIT(1)         PRICE(1)         FEE
----------------------------------------------------------------------------------------
<S>                        <C>             <C>                <C>          <C>
Common Stock, par value
 $.01 per share            400,000 shares     $7.50           $3,000,000       $885
</TABLE>
_____________
(1)   Calculated pursuant to Rule 457(h).
<PAGE>
 
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

   The following documents filed by Qwest Communications International Inc. (the
"Company") with the Securities and Exchange Commission (the "Commission") are
hereby incorporated in this Registration Statement by reference:

   (a) The Company's annual report on Form 10-K for the year ended December, 31,
1997.

   (b) The Company's quarterly report on Form 10-Q for the quarter end March 31,
1998 as amended.

   (c) The Company's current reports on Form 8-K filed on January 12, 1998,
January 29, 1998, January 29, 1998, March 9, 1998, March 20, 1998, March 27,
1998, April 3, 1998, April 21, 1998, June 12, 1998 and July 8, 1998 as amended
on July 10, 1998.

   (d) The description of Common Stock of the Company is incorporated by
reference to the Company's registration statement filed with the Commission on
Form S-4A (Registration No. 333-49915) filed under the Securities Act of 1993 on
May 13, 1998.

   All documents subsequently filed by the Company with the Commission pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold, or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing such
documents.

4. DESCRIPTION OF SECURITIES.

   Not applicable.

5. INTERESTS OF NAMED EXPERTS.

   Not applicable.

6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

   Section 145 of the Delaware General Corporation Law ("DGCL") empowers a
Delaware corporation to indemnify any persons who are, or are threatened to be
made, parties to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of such corporation), by reason of the fact that
such person is or was an officer or director of such corporation, or is or was
serving at the request of such corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise. The indemnity may include expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding, if such
officer or director acted in good faith and in a manner such person reasonably
believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe such officer's or director's conduct was unlawful.  A Delaware
corporation may indemnify officers and directors in an action by or in the right
of the corporation under the same conditions, except that no indemnification is
permitted without judicial approval if the officer or director is adjudged to be
liable to the corporation in the performance of his duty. Where an officer or
director is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify such officer or director
<PAGE>
 
against the expenses which such officer or director actually and reasonably
incurred.

   In accordance with Section 102(b)(7) of the DGCL, the Company's Certificate
of Incorporation provides that directors shall not be personally liable for
monetary damages for breaches of their fiduciary duty as directors except for
(i) breaches of their duty of loyalty to the Company or its stockholders, (ii)
acts or omissions not in good faith or which involve intentional misconduct or
knowing violations of law, (iii) certain transactions under Section 174 of the
DGCL (unlawful payment of dividends or unlawful stock purchases or redemptions)
or (iv) transactions from which a director derives an improper personal benefit.
The effect of this provision is to eliminate the personal liability of directors
for monetary damages for actions involving a breach of their fiduciary duty of
care, including any actions involving gross negligence.

   The Certificate of Incorporation and the By-laws of the Company provide for
indemnification of the Company's officers and directors to the fullest extent
permitted by applicable law, except that the By-laws provide that the Company is
required to indemnify an officer or director in connection with a proceeding
initiated by such person only if the proceeding was authorized by the Board of
Directors of the Company. In addition, the Company maintains insurance policies
which provide coverage for its officers and directors in certain situations
where the Company cannot directly indemnify such officers or directors.

7. EXEMPTION FROM REGISTRATION CLAIMED.

   Not applicable.

8. EXHIBITS.

5.1  Legality opinion of Holme Roberts & Owen LLP.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 The consent of Holme Roberts & Owen LLP is included in Exhibit 5.1.
24.1 Power of Attorney. See the signature page hereof.

9. UNDERTAKINGS.

     A.   The undersigned Registrant hereby undertakes: (1) to file, during any
period in which offers or sales are being made, a post- effective amendment to
this Registration Statement to include any material information with respect to
the plan of distribution not previously disclosed in the Registration Statement,
or any material change to such information in the Registration Statement; (2)
that, for the purpose of determining any liability under the Securities Act of
1933, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and (3) to remove from registration by means of a post-
effective amendment any of the securities which remain unsold at the termination
of the offering.

     B.   The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     C.   Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.  In the event that a claim for indemnification
against such 
<PAGE>
 
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
<PAGE>
 
                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Denver, State of Colorado on July 29, 1998.

                                    Qwest Communications International Inc.


                                    By:  /s/ Robert S. Woodruff
                                         ----------------------------------
                                        Robert S. Woodruff
                                        Executive Vice President - Finance
<PAGE>
 
     We, the undersigned officers and directors of Qwest Communications
International Inc. hereby severally constitute and appoint Joseph P. Nacchio and
Robert S. Woodruff, and each of them singly, our true and lawful attorneys, with
full power to them and each of them singly, to sign for us in our names in the
capacities indicated below, all pre-effective and post-effective amendments to
this Registration Statement and any abbreviated Registration Statement in
connection with this Registration Statement, and generally to do all things in
our names and on our behalf in such capacities to enable the Company to comply
with the provisions of the Securities Act of 1933, and all requirements of the
Securities and Exchange Commission.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
 
       SIGNATURE                    TITLE(S)                   DATE

/s/ Philip F. Anschutz      Chairman of the Board          July 28, 1998
--------------------------
Philip F. Anschutz

/s/ Joseph O. Nacchio       Director, President and        July 28, 1998
--------------------------  Chief
Joseph P. Nacchio           Executive Officer
 
/s/ Robert S. Woodruff      Director, Executive Vice       July 28, 1998
--------------------------  President-Finance, Chief
Robert S. Woodruff          Financial Officer, Principal
                            Accounting Officer and
                            Treasurer
 
/s/ Cannon Y. Harvey        Director                       July 28, 1998
--------------------------
Cannon Y. Harvey

/s/ Richard T. Liebhaber    Director                       July 28, 1998
--------------------------
Richard T. Liebhaber

/s/ Douglas L. Polson       Director                       July 28, 1998
--------------------------
Douglas L. Polson

/s/ Craig D. Slater         Director                       July 28, 1998
--------------------------
Craig D. Slater

/s/ Jordan L. Haines        Director                       July 28, 1998
--------------------------
Jordan L. Haines

/s/ W. Thomas Stephens      Director                       July 28, 1998
--------------------------
W. Thomas Stephens

                            Director                       July __, 1998
--------------------------
Roy Wilkens

/s/ Douglas M. Karp         Director                       July 28, 1998
--------------------------
Douglas M. Karp

/s/ Vinod Khosla            Director                       July 28, 1998
--------------------------
Vinod Khosla

/s/ H. Brian Thompson       Director                       July 28, 1998
--------------------------
H. Brian Thompson
<PAGE>
 
                                 EXHIBIT INDEX

Exhibit
-------
Number                           Description                                Page
------                           -----------                                ----

5.1     Legality opinion of Holme Roberts & Owen LLP.
    
23.1    Consent of KPMG Peat Marwick LLP
    
23.2    The consent of Holme Roberts & Owen LLP is included in Exhibit 5.1.
    
24.1    Power of Attorney.  See the signature page hereof.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 14979}]
{"company-data": {"conformed-name": "QWEST COMMUNICATIONS INTERNATIONAL INC", "cik": "0001037949", "assigned-sic": "4813", "irs-number": "841339282", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-60133", "film-number": "98673529"}, "business-address": {"street1": "1000 QUEST TOWER", "street2": "555 SEVENTEENTH STREET", "city": "DENVER", "state": "CO", "zip": "80202", "phone": "3032911400"}, "mail-address": {"street1": "100 QUEST TOWER", "street2": "555 SEVENTEENTH STREET", "city": "DENVER", "state": "CO", "zip": "80202"}, "former-company": {"former-conformed-name": "QUEST COMMUNICATIONS INTERNATIONAL INC", "date-changed": "19970416"}}
As filed with the Securities and Exchange Commission on July 29, 1998
                                                   Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                           -------------------------
                                    FORM S-8
                            REGISTRATION STATEMENT
                                     Under
                          The Securities Act of 1933

                           -------------------------
 
                    QWEST COMMUNICATIONS INTERNATIONAL INC.
            (Exact name of registrant as specified in its charter)

                           -------------------------

      DELAWARE                                        84-1339282
   (STATE OR OTHER                                    (I.R.S. EMPLOYER
   JURISDICTION OF                                    IDENTIFICATION NO.)
   INCORPORATION OR
    ORGANIZATION)

                   555 SEVENTEENTH STREET, 1000 QWEST TOWER
                            DENVER, COLORADO 80202
                                (303) 992-1400
         (Address, including zip code, and telephone number, including
            area code, of registrant's principal executive offices)

                    QWEST COMMUNICATIONS INTERNATIONAL INC.
                    STOCK OPTION PLAN FOR GREGORY M. CASEY
                             (Full title of plan)

                           -------------------------

  (NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE FOR THE REGISTRANT)

                              ROBERT S. WOODRUFF
                       EXECUTIVE VICE PRESIDENT--FINANCE
                    QWEST COMMUNICATIONS INTERNATIONAL INC.
                   555 SEVENTEENTH STREET, 1000 QWEST TOWER
                            DENVER, COLORADO 80202
                                (303) 992-1400

                                   COPY TO:
                          THOMAS A. RICHARDSON, ESQ.,
                           HOLME ROBERTS & OWEN LLP
                        1700 LINCOLN STREET, SUITE 4100
                            DENVER, COLORADO 80203
                                (303) 861-7000

                          ---------------------------
                        CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------
                                                               PROPOSED
                                             PROPOSED          MAXIMUM
TITLE OF EACH CLASS OF         AMOUNT        MAXIMUM           AGGREGATE     AMOUNT OF
   SECURITIES TO BE            TO BE      OFFERING PRICE       OFFERING    REGISTRATION
     REGISTERED              REGISTERED    PER UNIT(1)         PRICE(1)         FEE
----------------------------------------------------------------------------------------
Common Stock, par value
 $.01 per share            400,000 shares     $7.50           $3,000,000       $885
_____________
(1)   Calculated pursuant to Rule 457(h).
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

   The following documents filed by Qwest Communications International Inc. (the
"Company") with the Securities and Exchange Commission (the "Commission") are
hereby incorporated in this Registration Statement by reference:

   (a) The Company's annual report on Form 10-K for the year ended December, 31,
1997.

   (b) The Company's quarterly report on Form 10-Q for the quarter end March 31,
1998 as amended.

   (c) The Company's current reports on Form 8-K filed on January 12, 1998,
January 29, 1998, January 29, 1998, March 9, 1998, March 20, 1998, March 27,
1998, April 3, 1998, April 21, 1998, June 12, 1998 and July 8, 1998 as amended
on July 10, 1998.

   (d) The description of Common Stock of the Company is incorporated by
reference to the Company's registration statement filed with the Commission on
Form S-4A (Registration No. 333-49915) filed under the Securities Act of 1993 on
May 13, 1998.

   All documents subsequently filed by the Company with the Commission pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold, or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing such
documents.

4. DESCRIPTION OF SECURITIES.

   Not applicable.

5. INTERESTS OF NAMED EXPERTS.

   Not applicable.

6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

   Section 145 of the Delaware General Corporation Law ("DGCL") empowers a
Delaware corporation to indemnify any persons who are, or are threatened to be
made, parties to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of such corporation), by reason of the fact that
such person is or was an officer or director of such corporation, or is or was
serving at the request of such corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise. The indemnity may include expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding, if such
officer or director acted in good faith and in a manner such person reasonably
believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe such officer's or director's conduct was unlawful.  A Delaware
corporation may indemnify officers and directors in an action by or in the right
of the corporation under the same conditions, except that no indemnification is
permitted without judicial approval if the officer or director is adjudged to be
liable to the corporation in the performance of his duty. Where an officer or
director is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify such officer or director
against the expenses which such officer or director actually and reasonably
incurred.

   In accordance with Section 102(b)(7) of the DGCL, the Company's Certificate
of Incorporation provides that directors shall not be personally liable for
monetary damages for breaches of their fiduciary duty as directors except for
(i) breaches of their duty of loyalty to the Company or its stockholders, (ii)
acts or omissions not in good faith or which involve intentional misconduct or
knowing violations of law, (iii) certain transactions under Section 174 of the
DGCL (unlawful payment of dividends or unlawful stock purchases or redemptions)
or (iv) transactions from which a director derives an improper personal benefit.
The effect of this provision is to eliminate the personal liability of directors
for monetary damages for actions involving a breach of their fiduciary duty of
care, including any actions involving gross negligence.

   The Certificate of Incorporation and the By-laws of the Company provide for
indemnification of the Company's officers and directors to the fullest extent
permitted by applicable law, except that the By-laws provide that the Company is
required to indemnify an officer or director in connection with a proceeding
initiated by such person only if the proceeding was authorized by the Board of
Directors of the Company. In addition, the Company maintains insurance policies
which provide coverage for its officers and directors in certain situations
where the Company cannot directly indemnify such officers or directors.

7. EXEMPTION FROM REGISTRATION CLAIMED.

   Not applicable.

8. EXHIBITS.

5.1  Legality opinion of Holme Roberts & Owen LLP.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 The consent of Holme Roberts & Owen LLP is included in Exhibit 5.1.
24.1 Power of Attorney. See the signature page hereof.

9. UNDERTAKINGS.

     A.   The undersigned Registrant hereby undertakes: (1) to file, during any
period in which offers or sales are being made, a post- effective amendment to
this Registration Statement to include any material information with respect to
the plan of distribution not previously disclosed in the Registration Statement,
or any material change to such information in the Registration Statement; (2)
that, for the purpose of determining any liability under the Securities Act of
1933, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and (3) to remove from registration by means of a post-
effective amendment any of the securities which remain unsold at the termination
of the offering.

     B.   The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     C.   Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.  In the event that a claim for indemnification
against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Denver, State of Colorado on July 29, 1998.

                                    Qwest Communications International Inc.

                                    By:  /s/ Robert S. Woodruff
                                         ----------------------------------
                                        Robert S. Woodruff
                                        Executive Vice President - Finance
We, the undersigned officers and directors of Qwest Communications
International Inc. hereby severally constitute and appoint Joseph P. Nacchio and
Robert S. Woodruff, and each of them singly, our true and lawful attorneys, with
full power to them and each of them singly, to sign for us in our names in the
capacities indicated below, all pre-effective and post-effective amendments to
this Registration Statement and any abbreviated Registration Statement in
connection with this Registration Statement, and generally to do all things in
our names and on our behalf in such capacities to enable the Company to comply
with the provisions of the Securities Act of 1933, and all requirements of the
Securities and Exchange Commission.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
 
       SIGNATURE                    TITLE(S)                   DATE

/s/ Philip F. Anschutz      Chairman of the Board          July 28, 1998
--------------------------
Philip F. Anschutz

/s/ Joseph O. Nacchio       Director, President and        July 28, 1998
--------------------------  Chief
Joseph P. Nacchio           Executive Officer
 
/s/ Robert S. Woodruff      Director, Executive Vice       July 28, 1998
--------------------------  President-Finance, Chief
Robert S. Woodruff          Financial Officer, Principal
                            Accounting Officer and
                            Treasurer
 
/s/ Cannon Y. Harvey        Director                       July 28, 1998
--------------------------
Cannon Y. Harvey

/s/ Richard T. Liebhaber    Director                       July 28, 1998
--------------------------
Richard T. Liebhaber

/s/ Douglas L. Polson       Director                       July 28, 1998
--------------------------
Douglas L. Polson

/s/ Craig D. Slater         Director                       July 28, 1998
--------------------------
Craig D. Slater

/s/ Jordan L. Haines        Director                       July 28, 1998
--------------------------
Jordan L. Haines

/s/ W. Thomas Stephens      Director                       July 28, 1998
--------------------------
W. Thomas Stephens

                            Director                       July __, 1998
--------------------------
Roy Wilkens

/s/ Douglas M. Karp         Director                       July 28, 1998
--------------------------
Douglas M. Karp

/s/ Vinod Khosla            Director                       July 28, 1998
--------------------------
Vinod Khosla

/s/ H. Brian Thompson       Director                       July 28, 1998
--------------------------
H. Brian Thompson
EXHIBIT INDEX

Exhibit
-------
Number                           Description                                Page
------                           -----------                                ----

5.1     Legality opinion of Holme Roberts & Owen LLP.
    
23.1    Consent of KPMG Peat Marwick LLP
    
23.2    The consent of Holme Roberts & Owen LLP is included in Exhibit 5.1.
    
24.1    Power of Attorney.  See the signature page hereof.