As filed with the Securities and Exchange Commission on October 6, 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)
                                1000 QWEST TOWER
                             555 SEVENTEENTH STREET
                             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. EMPLOYEE STOCK PURCHASE PLAN
                              (Full title of plan)

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

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

                               ROBERT S. WOODRUFF
          EXECUTIVE VICE PRESIDENT--FINANCE AND CHIEF FINANCIAL OFFICER
                     QWEST COMMUNICATIONS INTERNATIONAL INC.
                                1000 QWEST TOWER
                             555 SEVENTEENTH STREET
                             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     760,000 shares   31.4375          $23,892,500    $7,048

-------------
(1) Calculated pursuant to Rule 457(h). Based on average of high and low bid and
    asked prices on October 1, 1998.

<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 and June 30, 1998.

        (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, July 8, 1998 as amended on
July 10, 1998, and September 16, 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

<PAGE>



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     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

#413172v4

<PAGE>



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.

<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 October 5, 1998.

                         Qwest Communications International Inc.



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


<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            October 5, 1998
----------------------
Philip F. Anschutz             Director


/s/ H. Brian Thompson          Vice Chairman of the Board       October 5, 1998
---------------------
H. Brian Thompson              Director


/s/ Joseph P. Nacchio          Director, President and Chief    October 5, 1998
---------------------
Joseph P. Nacchio              Executive Officer

/s/ Robert S. Woodruff         Director, Executive Vice         October 5, 1998
----------------------
Robert S. Woodruff             President-Finance, Chief
                               Financial Officer, Principal
                               Accounting Officer and
                                        Treasurer

/s/ Cannon Y. Harvey           Director                         October 5, 1998
--------------------
Cannon Y. Harvey

/s/ Richard T.Liebhaber        Director
Richard T. Liebhaber                                            October 5, 1998

/s/ Douglas L. Polson          Director                         October 5, 1998
---------------------
Douglas L. Polson

/s/ Craig D. Slater            Director                         October 5, 1998
-------------------
Craig D. Slater

/s/ Jordan L. Haines           Director                         October 5, 1998
--------------------
Jordan L. Haines

/s/ W. Thomas Stephens         Director                         October 5, 1998
----------------------
W. Thomas Stephens

<PAGE>




/S/ Roy A. Wilkins
Roy A. Wilkins                          Director                October 5, 1998

/S/ Douglas M. Karp                     Director                October 5, 1998
-------------------
Douglas M. Karp

/S/Vinod Khosla                         Director                October 5, 1998
Vinod Khosla


<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.




<PAGE>
[{"type": "S-8", "sequence": "1", "description": "S-8 FOR STOCK PURCHASE PLAN", "secsgml_size_bytes": 15417}]
{"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": "333-65345", "film-number": "98721073"}, "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 October 6, 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)
                                1000 QWEST TOWER
                             555 SEVENTEENTH STREET
                             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. EMPLOYEE STOCK PURCHASE PLAN
                              (Full title of plan)

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

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

                               ROBERT S. WOODRUFF
          EXECUTIVE VICE PRESIDENT--FINANCE AND CHIEF FINANCIAL OFFICER
                     QWEST COMMUNICATIONS INTERNATIONAL INC.
                                1000 QWEST TOWER
                             555 SEVENTEENTH STREET
                             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     760,000 shares   31.4375          $23,892,500    $7,048

-------------
(1) Calculated pursuant to Rule 457(h). Based on average of high and low bid and
    asked prices on October 1, 1998.
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 and June 30, 1998.

        (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, July 8, 1998 as amended on
July 10, 1998, and September 16, 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 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.

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

#413172v4
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 October 5, 1998.

                         Qwest Communications International Inc.

                         By: /s/ Robert S. Woodruff
                             Robert S. Woodruff
                             Executive Vice President - Finance
                             and Chief Financial Officer
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            October 5, 1998
----------------------
Philip F. Anschutz             Director

/s/ H. Brian Thompson          Vice Chairman of the Board       October 5, 1998
---------------------
H. Brian Thompson              Director

/s/ Joseph P. Nacchio          Director, President and Chief    October 5, 1998
---------------------
Joseph P. Nacchio              Executive Officer

/s/ Robert S. Woodruff         Director, Executive Vice         October 5, 1998
----------------------
Robert S. Woodruff             President-Finance, Chief
                               Financial Officer, Principal
                               Accounting Officer and
                                        Treasurer

/s/ Cannon Y. Harvey           Director                         October 5, 1998
--------------------
Cannon Y. Harvey

/s/ Richard T.Liebhaber        Director
Richard T. Liebhaber                                            October 5, 1998

/s/ Douglas L. Polson          Director                         October 5, 1998
---------------------
Douglas L. Polson

/s/ Craig D. Slater            Director                         October 5, 1998
-------------------
Craig D. Slater

/s/ Jordan L. Haines           Director                         October 5, 1998
--------------------
Jordan L. Haines

/s/ W. Thomas Stephens         Director                         October 5, 1998
----------------------
W. Thomas Stephens
/S/ Roy A. Wilkins
Roy A. Wilkins                          Director                October 5, 1998

/S/ Douglas M. Karp                     Director                October 5, 1998
-------------------
Douglas M. Karp

/S/Vinod Khosla                         Director                October 5, 1998
Vinod Khosla
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.