As filed with the Securities and Exchange Commission on June 23, 2000
                                                      Registration No. 333-


                                              ---------------------------------
                                                          OMB APPROVAL
                                              ---------------------------------
                                              OMB Number:...........3235-0066
                                              Expires:..................May 31,
                                              2001
                                              Estimated average burden hours per
                                              response........................46
                                              ---------------------------------




                                  UNITED STATES
                       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 jurisdiction of                    (I.R.S.  Employer
incorporation or organization)                     Identification No.)



           700 Qwest Tower
       555 Seventeenth Street
            Denver, Colorado
             (303) 992-1400                                     80202
(Address of Principal Executive Offices)                      (Zip Code)


          QWEST COMMUNICATIONS INTERNATIONAL INC. EQUITY INCENTIVE PLAN
                            (Full title of the plan)

Robert S. Woodruff                               Copy To:
Executive Vice President - Finance,              Thomas A. Richardson, Esq.
Chief Financial Officer, and Treasurer           Holme Roberts & Owen LLP
Qwest Communications International Inc.          1700 Lincoln Street, Suite 4100
700 Qwest Tower                                  Denver, Colorado 80203
555 Seventeenth Street                           (303) 861-7000
Denver, Colorado 80202
(303) 992-1400
            (Name, Address And Telephone Number of Agent For Service)

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------
                                                                    PROPOSED
                                               PROPOSED             MAXIMUM
                            AMOUNT             MAXIMUM              AGGREGATE       AMOUNT OF
TITLE OF SECURITIES         TO BE              OFFERING PRICE       OFFERING        REGISTRATION
TO BE REGISTERED            REGISTERED         PER SHARE            PRICE           FEE
--------------------------------------------------------------------------------------------
<S>                        <C>                 <C>                   <C>            <C>
Common Stock, par
 value $.01 per share      30,000,000 shares   (1)                   (1)            (1)
-------------

</TABLE>


<PAGE>



(1) The Company  previously  filed a Registration  Statement on Form S-4 on June
21, 1999 (Registration No. 333-81149) that covered  1,110,224,198  shares of the
Company's common stock. At least 30,000,000 of the registered shares will not be
issued pursuant to the Form S-4 ("the Unissued  Shares").  The Company paid fees
totaling  $392,212.96  to  register  the  Unissued  Shares.  Pursuant to General
Instruction  E to Form S-8 and to Rule  429(b),  the  Unissued  Shares are being
carried forward from such earlier Registration  Statement and, accordingly,  the
Company has offset the  registration fee to be paid herewith by a portion of the
fee that was paid by the Company on June 21, 1999.

                                       2
<PAGE>



                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

This  abbreviated   Registration  Statement  on  Form  S-8  is  filed  by  Qwest
Communications  International  Inc.  (the  "Company")  with the  Securities  and
Exchange Commission (the "Commission") pursuant to General Instruction E to Form
S-8.  The Company  hereby  registers  the issuance of an  additional  30,000,000
shares of common  stock,  $.01 par value per share,  of the Company (the "Common
Stock") which may be issued pursuant to the Qwest  Communications  International
Inc. Equity Incentive Plan (the "Plan").

A Registration  Statement on Form S-8, filed on June 26, 1997  (Registration No.
333-30123),  and an  abbreviated  Registration  Statement on Form S-8,  filed on
August 18, 1998  (Registration  No.  333-61725),  are  effective  regarding  the
issuance of Common Stock pursuant to the Plan. The contents of such Registration
Statements  are  hereby   incorporated  by  reference  into  this   Registration
Statement.

The Company  previously  filed a Registration  Statement on Form S-4 on June 21,
1999  (Registration  No.  333-81149)  that covered  1,110,224,198  shares of the
Company's common stock. At least 30,000,000 of the registered shares will not be
issued pursuant to the Form S-4 ("the Unissued  Shares").  The Company paid fees
totaling  $392,212.96  to  register  the  Unissued  Shares.  Pursuant to General
Instruction  E to Form S-8 and to Rule  429(b),  the  Unissued  Shares are being
carried forward from such earlier Registration  Statement and, accordingly,  the
Company has offset the  registration fee to be paid herewith by a portion of the
fee that was paid by the Company on June 21, 1999.


Item 3.     Incorporation of Documents by Reference

The  following  documents  filed by the Company with the  Commission  are hereby
incorporated by reference into this Registration Statement:

(a) The  Company's  annual  report on Form 10-K for the year ended  December 31,
    1999, filed with the Commission on March 17, 2000;

(b)  The Company's quarterly report on Form 10-Q filed with Commission on May
     12, 2000;

(c) The  Company's  current  reports  on Form 8-K filed with the  Commission  on
     February 2, 2000, February 17, 2000, and April 19, 2000; and

(d) The  description  of Common Stock of the Company  contained in the Company's
    registration  statement  on Form 8-A filed with the  Commission  on December
    27, 1999.

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  into this
Registration  Statement  and to be a part  hereof  from the date of filing  such
documents.

Item 8.     Exhibits.

5.1          Legality Opinion of Holme Roberts & Owen LLP
23.1         Consent of KPMG LLP
23.2         Consent of Arthur Andersen LLP
23.3         Consent of Holme Roberts & Owen LLP is included in Exhibit 5.1

                                       3
<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 June 23, 2000.



Qwest Communications International Inc.


By:       /s/  Robert S. Woodruff
      -------------------------------------
          Robert S. Woodruff
          Executive Vice President - Finance,
          Chief Financial Officer, and Treasurer

























                                       4
<PAGE>


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.

<TABLE>
<CAPTION>

SIGNATURE                                     TITLE(S)                                  DATE

<S>                                           <C>                                       <C>
       *                                      Chairman of the Board, Director           June 23, 2000
------------------------------------
Philip F. Anschutz


       *                                      Director, Chairman, Chief Executive        June 23, 2000
------------------------------------          Officer
Joseph P. Nacchio

       *                                      Director                                  June 23, 2000
------------------------------------
Jordan L. Haines

       *                                      Director                                  June 23, 2000
------------------------------------
Cannon Y. Harvey

       *                                      Director                                  June 23, 2000
------------------------------------
Douglas M. Karp

       *                                      Director                                  June 23, 2000
------------------------------------
Douglas L. Polson

       *                                      Director                                  June 23, 2000
------------------------------------
Craig D. Slater

       *                                      Director                                  June 23, 2000
------------------------------------
W. Thomas Stephens

      /s/ Robert S. Woodruff                  Director, Executive Vice                  June 23, 2000
------------------------------------          President-Finance, Chief Financial
Robert S. Woodruff                            Officer, Treasurer (Principal
                                              Accounting Officer)



</TABLE>


* By:      /s/   Robert S. Woodruff
       ------------------------------------
           Robert S. Woodruff
           Attorney-in-fact.  The  persons  so  indicated  authorized  Robert S.
Woodruff to execute this  abbreviated Form S-8 on his behalf and in the capacity
indicated.  Such authorization is in the Power of Attorney on the signature page
of  the  abbreviated  Form  S-8  filed  by  the  Company  on  August  18,  1998,
incorporated by reference into this abbreviated Form S-8 above.

                                       5
<PAGE>


                                  EXHIBIT INDEX

Exhibit
Number         Description

5.1            Legality Opinion of Holme Roberts & Owen LLP
23.1           Consent of KPMG LLP
23.2           Consent of Arthur Andersen LLP
23.3           Consent of Holme Roberts & Owen LLP is included in Exhibit 5.1


                                       6
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "EIP S-8", "secsgml_size_bytes": 10975}]
{"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": "333-40050", "film-number": "660182"}, "business-address": {"street1": "700 QWEST TOWER", "street2": "555 SEVENTEENTH STREET", "city": "DENVER", "state": "CO", "zip": "80202", "phone": "3032911400"}, "mail-address": {"street1": "700 QWEST 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 June 23, 2000
                                                      Registration No. 333-

                                              ---------------------------------
                                                          OMB APPROVAL
                                              ---------------------------------
                                              OMB Number:...........3235-0066
                                              Expires:..................May 31,
                                              2001
                                              Estimated average burden hours per
                                              response........................46
                                              ---------------------------------

                                  UNITED STATES
                       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 jurisdiction of                    (I.R.S.  Employer
incorporation or organization)                     Identification No.)

           700 Qwest Tower
       555 Seventeenth Street
            Denver, Colorado
             (303) 992-1400                                     80202
(Address of Principal Executive Offices)                      (Zip Code)

          QWEST COMMUNICATIONS INTERNATIONAL INC. EQUITY INCENTIVE PLAN
                            (Full title of the plan)

Robert S. Woodruff                               Copy To:
Executive Vice President - Finance,              Thomas A. Richardson, Esq.
Chief Financial Officer, and Treasurer           Holme Roberts & Owen LLP
Qwest Communications International Inc.          1700 Lincoln Street, Suite 4100
700 Qwest Tower                                  Denver, Colorado 80203
555 Seventeenth Street                           (303) 861-7000
Denver, Colorado 80202
(303) 992-1400
            (Name, Address And Telephone Number of Agent For Service)

                         CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------
                                                                    PROPOSED
                                               PROPOSED             MAXIMUM
                            AMOUNT             MAXIMUM              AGGREGATE       AMOUNT OF
TITLE OF SECURITIES         TO BE              OFFERING PRICE       OFFERING        REGISTRATION
TO BE REGISTERED            REGISTERED         PER SHARE            PRICE           FEE
--------------------------------------------------------------------------------------------
Common Stock, par
 value $.01 per share      30,000,000 shares   (1)                   (1)            (1)
-------------
(1) The Company  previously  filed a Registration  Statement on Form S-4 on June
21, 1999 (Registration No. 333-81149) that covered  1,110,224,198  shares of the
Company's common stock. At least 30,000,000 of the registered shares will not be
issued pursuant to the Form S-4 ("the Unissued  Shares").  The Company paid fees
totaling  $392,212.96  to  register  the  Unissued  Shares.  Pursuant to General
Instruction  E to Form S-8 and to Rule  429(b),  the  Unissued  Shares are being
carried forward from such earlier Registration  Statement and, accordingly,  the
Company has offset the  registration fee to be paid herewith by a portion of the
fee that was paid by the Company on June 21, 1999.

                                       2
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

This  abbreviated   Registration  Statement  on  Form  S-8  is  filed  by  Qwest
Communications  International  Inc.  (the  "Company")  with the  Securities  and
Exchange Commission (the "Commission") pursuant to General Instruction E to Form
S-8.  The Company  hereby  registers  the issuance of an  additional  30,000,000
shares of common  stock,  $.01 par value per share,  of the Company (the "Common
Stock") which may be issued pursuant to the Qwest  Communications  International
Inc. Equity Incentive Plan (the "Plan").

A Registration  Statement on Form S-8, filed on June 26, 1997  (Registration No.
333-30123),  and an  abbreviated  Registration  Statement on Form S-8,  filed on
August 18, 1998  (Registration  No.  333-61725),  are  effective  regarding  the
issuance of Common Stock pursuant to the Plan. The contents of such Registration
Statements  are  hereby   incorporated  by  reference  into  this   Registration
Statement.

The Company  previously  filed a Registration  Statement on Form S-4 on June 21,
1999  (Registration  No.  333-81149)  that covered  1,110,224,198  shares of the
Company's common stock. At least 30,000,000 of the registered shares will not be
issued pursuant to the Form S-4 ("the Unissued  Shares").  The Company paid fees
totaling  $392,212.96  to  register  the  Unissued  Shares.  Pursuant to General
Instruction  E to Form S-8 and to Rule  429(b),  the  Unissued  Shares are being
carried forward from such earlier Registration  Statement and, accordingly,  the
Company has offset the  registration fee to be paid herewith by a portion of the
fee that was paid by the Company on June 21, 1999.

Item 3.     Incorporation of Documents by Reference

The  following  documents  filed by the Company with the  Commission  are hereby
incorporated by reference into this Registration Statement:

(a) The  Company's  annual  report on Form 10-K for the year ended  December 31,
    1999, filed with the Commission on March 17, 2000;

(b)  The Company's quarterly report on Form 10-Q filed with Commission on May
     12, 2000;

(c) The  Company's  current  reports  on Form 8-K filed with the  Commission  on
     February 2, 2000, February 17, 2000, and April 19, 2000; and

(d) The  description  of Common Stock of the Company  contained in the Company's
    registration  statement  on Form 8-A filed with the  Commission  on December
    27, 1999.

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  into this
Registration  Statement  and to be a part  hereof  from the date of filing  such
documents.

Item 8.     Exhibits.

5.1          Legality Opinion of Holme Roberts & Owen LLP
23.1         Consent of KPMG LLP
23.2         Consent of Arthur Andersen LLP
23.3         Consent of Holme Roberts & Owen LLP is included in Exhibit 5.1

                                       3
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 June 23, 2000.

Qwest Communications International Inc.

By:       /s/  Robert S. Woodruff
      -------------------------------------
          Robert S. Woodruff
          Executive Vice President - Finance,
          Chief Financial Officer, and Treasurer

                                       4
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
*                                      Chairman of the Board, Director           June 23, 2000
------------------------------------
Philip F. Anschutz

       *                                      Director, Chairman, Chief Executive        June 23, 2000
------------------------------------          Officer
Joseph P. Nacchio

       *                                      Director                                  June 23, 2000
------------------------------------
Jordan L. Haines

       *                                      Director                                  June 23, 2000
------------------------------------
Cannon Y. Harvey

       *                                      Director                                  June 23, 2000
------------------------------------
Douglas M. Karp

       *                                      Director                                  June 23, 2000
------------------------------------
Douglas L. Polson

       *                                      Director                                  June 23, 2000
------------------------------------
Craig D. Slater

       *                                      Director                                  June 23, 2000
------------------------------------
W. Thomas Stephens

      /s/ Robert S. Woodruff                  Director, Executive Vice                  June 23, 2000
------------------------------------          President-Finance, Chief Financial
Robert S. Woodruff                            Officer, Treasurer (Principal
                                              Accounting Officer)
* By:      /s/   Robert S. Woodruff
       ------------------------------------
           Robert S. Woodruff
           Attorney-in-fact.  The  persons  so  indicated  authorized  Robert S.
Woodruff to execute this  abbreviated Form S-8 on his behalf and in the capacity
indicated.  Such authorization is in the Power of Attorney on the signature page
of  the  abbreviated  Form  S-8  filed  by  the  Company  on  August  18,  1998,
incorporated by reference into this abbreviated Form S-8 above.

                                       5
EXHIBIT INDEX

Exhibit
Number         Description

5.1            Legality Opinion of Holme Roberts & Owen LLP
23.1           Consent of KPMG LLP
23.2           Consent of Arthur Andersen LLP
23.3           Consent of Holme Roberts & Owen LLP is included in Exhibit 5.1

                                       6