As filed with the Securities and Exchange Commission on December 2, 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, SEVENTH FLOOR
                             DENVER, COLORADO 80202
                                 (303) 992-1400
       (Address, including zip code, and telephone number, including area
               code, of registrant's principal executive offices)

                    QWEST COMMUNICATIONS 401(k) SAVINGS PLAN
                              (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, SEVENTH FLOOR
                             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 (2)      250,000 shares    $41.06      $10,265,625.00   $2,853.84
</TABLE>
-------------
(1) Calculated pursuant to Rule 457(h).
(2) In addition,  pursuant to Rule 416(c) under the Securities Act of 1933, this
registration  statement also covers an  indeterminate  amount of interests to be
offered or sold pursuant to the Qwest Communications 401(k) Savings Plan.


                                        1

<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  reports on Form 10-Q,  as amended,  for the
quarters ended March 31, 1998, June 30, 1998, and September 30, 1998.

       (c) The Company's  current reports on Form 8-K filed on January 12, 1998,
January 29, 1998,  March 9, 1998, March 20, 1998, March 27, 1998, April 3, 1998,
April 21, 1998,  June 12, 1998, as amended on October 13, 1998, July 8, 1998, as
amended on July 10, 1998,  September  16, 1998,  October 29, 1998,  November 19,
1998, and November 25, 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-4/A  (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


                                        2

<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  Consent of Holme  Roberts & Owen LLP is included in Exhibit 5.1 
24.1  Power of Attorney. See the signature page hereof.

         The undersigned  registrant  hereby undertakes that the registrant will
submit the Qwest Communications 401(k) Savings Plan and any amendment thereto to
the  Internal  Revenue  Service  ("IRS")  in a timely  manner  and will make all
changes required by the IRS in order to qualify the Qwest Communications  401(k)
Savings Plan.

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.


                                        3

<PAGE>



         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 controlling person in connection with the securities being
registered,  the Company  will,  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.


                                        4

<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 December 1 , 1998.


                         Qwest Communications International Inc.


                         By: /s/ Robert S. Woodruff               
                             Robert S. Woodruff
                             Executive Vice President - Finance




                                        5

<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                                          DATE and TITLE(S)


/s/ Philip F. Anschutz                           November  24 , 1998
Philip F. Anschutz...............................Chairman of the Board; Director

/s/ Joseph P. Nacchio                            November  24 , 1998
---------------------------------                         
Joseph P. Nacchio................................Director; President; and Chief 
                                                 Executive Officer

/s/ Robert S. Woodruff                           November  24  1998
---------------------------------                       
Robert S. Woodruff...............................Director; Executive Vice 
                                                 President-Finance; Chief
                                                 Financial Officer; Principal 
                                                 Accounting Officer

/s/ Jordan L. Haines                             November  24 , 1998
---------------------------------                       
Jordan L. Haines.................................Director

/s/ Cannon Y. Harvey                             November  24 , 1998
--------------------------------                         
Cannon Y. Harvey.................................Director

/s/ Douglas M. Karp                              November  24 , 1998
--------------------------------                      
Douglas M. Karp..................................Director

/s/ Vinod Khosla                                 November  24 , 1998
--------------------------------                       
Vinod Khosla.....................................Director

/s/ Richard T. Liebhaber                         November  24  1998
--------------------------------                         
Richard T. Liebhaber.............................Director

                                                 November ____, 1998
Douglas L. Polson................................Director

                                                 November ____, 1998
Craig D. Slater..................................Director

                                                 November ____, 1998
W. Thomas Stephens...............................Director

                                                 November ____, 1998
H. Brian Thompson................................Director

/s/ Roy A. Wilkens                               November  24 , 1998
--------------------------------                          
Roy A. Wilkens...................................Director



                                        6

<PAGE>




         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
administrator  of the Qwest  Communications  401(k) Savings Plan has 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 November 24 , 1998.


Qwest Communications 401(k) Savings Plan

By:  Plan Administrative Committee


By:  /s/ Barbara Brannen                  
         Name:  Barbara Brannen
         Title:  Member


                                        7

<PAGE>



                                                     EXHIBIT INDEX

Exhibit 
Number                     Description

5.1      Legality Opinion of Holme Roberts & Owen LLP

23.1     Consent of KPMG Peat Marwick LLP

23.2     Consent of Holme Roberts & Owen LLP is included in Exhibit 5.1

24.1     Power of Attorney. See the signature page hereof.
                                        8

<PAGE>
[{"type": "S-8", "sequence": "1", "description": "401(K) S-8", "secsgml_size_bytes": 17473}]
{"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": "333-68267", "film-number": "98763052"}, "business-address": {"street1": "1000 QUEST TOWER", "street2": "555 SEVENTEENTH STREET", "city": "DENVER", "state": "CO", "zip": "80202", "phone": "3039921400"}, "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 December 2, 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, SEVENTH FLOOR
                             DENVER, COLORADO 80202
                                 (303) 992-1400
       (Address, including zip code, and telephone number, including area
               code, of registrant's principal executive offices)

                    QWEST COMMUNICATIONS 401(k) SAVINGS PLAN
                              (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, SEVENTH FLOOR
                             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 (2)      250,000 shares    $41.06      $10,265,625.00   $2,853.84
-------------
(1) Calculated pursuant to Rule 457(h).
(2) In addition,  pursuant to Rule 416(c) under the Securities Act of 1933, this
registration  statement also covers an  indeterminate  amount of interests to be
offered or sold pursuant to the Qwest Communications 401(k) Savings Plan.

                                        1
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  reports on Form 10-Q,  as amended,  for the
quarters ended March 31, 1998, June 30, 1998, and September 30, 1998.

       (c) The Company's  current reports on Form 8-K filed on January 12, 1998,
January 29, 1998,  March 9, 1998, March 20, 1998, March 27, 1998, April 3, 1998,
April 21, 1998,  June 12, 1998, as amended on October 13, 1998, July 8, 1998, as
amended on July 10, 1998,  September  16, 1998,  October 29, 1998,  November 19,
1998, and November 25, 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-4/A  (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

                                        2
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  Consent of Holme  Roberts & Owen LLP is included in Exhibit 5.1 
24.1  Power of Attorney. See the signature page hereof.

         The undersigned  registrant  hereby undertakes that the registrant will
submit the Qwest Communications 401(k) Savings Plan and any amendment thereto to
the  Internal  Revenue  Service  ("IRS")  in a timely  manner  and will make all
changes required by the IRS in order to qualify the Qwest Communications  401(k)
Savings Plan.

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.

                                        3
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 controlling person in connection with the securities being
registered,  the Company  will,  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.

                                        4
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 December 1 , 1998.

                         Qwest Communications International Inc.

                         By: /s/ Robert S. Woodruff               
                             Robert S. Woodruff
                             Executive Vice President - Finance

                                        5
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                                          DATE and TITLE(S)

/s/ Philip F. Anschutz                           November  24 , 1998
Philip F. Anschutz...............................Chairman of the Board; Director

/s/ Joseph P. Nacchio                            November  24 , 1998
---------------------------------                         
Joseph P. Nacchio................................Director; President; and Chief 
                                                 Executive Officer

/s/ Robert S. Woodruff                           November  24  1998
---------------------------------                       
Robert S. Woodruff...............................Director; Executive Vice 
                                                 President-Finance; Chief
                                                 Financial Officer; Principal 
                                                 Accounting Officer

/s/ Jordan L. Haines                             November  24 , 1998
---------------------------------                       
Jordan L. Haines.................................Director

/s/ Cannon Y. Harvey                             November  24 , 1998
--------------------------------                         
Cannon Y. Harvey.................................Director

/s/ Douglas M. Karp                              November  24 , 1998
--------------------------------                      
Douglas M. Karp..................................Director

/s/ Vinod Khosla                                 November  24 , 1998
--------------------------------                       
Vinod Khosla.....................................Director

/s/ Richard T. Liebhaber                         November  24  1998
--------------------------------                         
Richard T. Liebhaber.............................Director

                                                 November ____, 1998
Douglas L. Polson................................Director

                                                 November ____, 1998
Craig D. Slater..................................Director

                                                 November ____, 1998
W. Thomas Stephens...............................Director

                                                 November ____, 1998
H. Brian Thompson................................Director

/s/ Roy A. Wilkens                               November  24 , 1998
--------------------------------                          
Roy A. Wilkens...................................Director

                                        6
Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
administrator  of the Qwest  Communications  401(k) Savings Plan has 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 November 24 , 1998.

Qwest Communications 401(k) Savings Plan

By:  Plan Administrative Committee

By:  /s/ Barbara Brannen                  
         Name:  Barbara Brannen
         Title:  Member

                                        7
EXHIBIT INDEX

Exhibit 
Number                     Description

5.1      Legality Opinion of Holme Roberts & Owen LLP

23.1     Consent of KPMG Peat Marwick LLP

23.2     Consent of Holme Roberts & Owen LLP is included in Exhibit 5.1

24.1     Power of Attorney. See the signature page hereof.
                                        8