As filed with the Securities and Exchange Commission on March 4, 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, SUITE 1000
                              DENVER, COLORADO 80202
                                 (303) 291-1400
         (Address,  including zip code,  and telephone  number,  including  area
         code, of registrant's principal executive offices)

              QWEST COMMUNICATIONS INTERNATIONAL INC. 401(k) 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, SUITE 1000
                             DENVER, COLORADO 80202
                                 (303) 291-1400

                                    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)     2,000,000 shares  $35.125        $70,250,000    $21,288
</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 International Inc.
401(k) Plan.

#372252 v4

<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  prospectus filed with the Commission  pursuant to Rule
424(b)under the Securities Act of 1933 on January 13, 1998.

       (b) The Company's current report on Form 8-K filed on January 29, 1998.

       (c) The Company's current report on Form 8-K filed on January 12, 1998.

       (d) The  Company's  current  report on Form 8-K/A filed on  December  24,
1997.

       (e) The  Company's  quarterly  report on Form 10-Q filed on November  14,
1997.

       (f) The Company's current report on Form 8-K filed on November 6, 1997.

       (g) The Company's quarterly report on Form 10-Q filed on August 14, 1997.

       (h) 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 filed under the Securities Act of 1993 on February 12, 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

#372252 v4

<PAGE>



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.

23.1     Consent of KPMG Peat Marwick LLP.
24.1     Power of Attorney. See the signature page hereof.

         The undersigned  registrant  hereby undertakes that the registrant will
submit the Qwest Communications International Inc. 401(k) 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
International Inc. 401(k) 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.

#372252 v4

<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 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.

#372252 v4

<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 March 2, 1998.

                         Qwest Communications International Inc.


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



#372252 v4

<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.
<TABLE>
<CAPTION>

     SIGNATURE                          TITLE(S)                                         DATE

<S>                                     <C>                                              <C>


/s/ Philip F. Anschutz                  Chairman of the Board                            March 2, 1998
----------------------
Philip F. Anschutz
/s/ Joseph P. Nacchio                   Director, President and Chief                    March 2, 1998
---------------------
Joseph P. Nacchio                       Executive Officer
/s/ Robert S. Woodruff                  Director, Executive Vice                         March 2, 1998
----------------------
Robert S. Woodruff                      President-Finance, Chief
                                        Financial Officer, Principal
                                        Accounting Officer and Treasurer
/s/ Cannon Y. Harvey                    Director                                         March 2, 1998
--------------------
Cannon Y. Harvey
                                        Director                                         March __, 1998
--------------------
Richard T. Liebhaber
                                        Director                                         March 2, 1998
/s/ Douglas L. Polson
Douglas L. Polson
                                        Director                                         March 2, 1998
/s/ Craig D. Slater
Craig D. Slater
                                        Director                                         March 2, 1998
/s/ Jordan L. Haines
Jordan L. Haines
                                        Director                                         March 2, 1998
/s/ W. Thomas Stephens
W. Thomas Stephens

                                        Director                                         March __, 1998
----------------------
Roy Wilkens
</TABLE>

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
administrator  of the Qwest  Communications  Corporation  401(k) 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 March 2,
1998.


Qwest Communications International Inc. 401(k) Plan




By:/s/ Robert S. Woodruff
         Name: Robert S. Woodruff
         Title:  Plan Administrator

#372252 v4

<PAGE>



                                                     EXHIBIT INDEX

Exhibit
Number            Description        

23.1     Consent of KPMG Peat Marwick LLP

24.1  Power of Attorney.  See the signature page hereof.



#372252 v4

<PAGE>
[{"type": "S-8", "sequence": "1", "description": "401(K) S-8", "secsgml_size_bytes": 16215}]
{"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": "333-47349", "film-number": "98557696"}, "business-address": {"street1": "555 17TH ST STE 1000", "city": "DENVER", "state": "CO", "zip": "80202", "phone": "3032911400"}, "mail-address": {"street1": "555 17TH STREET STE 100", "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 March 4, 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, SUITE 1000
                              DENVER, COLORADO 80202
                                 (303) 291-1400
         (Address,  including zip code,  and telephone  number,  including  area
         code, of registrant's principal executive offices)

              QWEST COMMUNICATIONS INTERNATIONAL INC. 401(k) 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, SUITE 1000
                             DENVER, COLORADO 80202
                                 (303) 291-1400

                                    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)     2,000,000 shares  $35.125        $70,250,000    $21,288
-------------
(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 International Inc.
401(k) Plan.

#372252 v4
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  prospectus filed with the Commission  pursuant to Rule
424(b)under the Securities Act of 1933 on January 13, 1998.

       (b) The Company's current report on Form 8-K filed on January 29, 1998.

       (c) The Company's current report on Form 8-K filed on January 12, 1998.

       (d) The  Company's  current  report on Form 8-K/A filed on  December  24,
1997.

       (e) The  Company's  quarterly  report on Form 10-Q filed on November  14,
1997.

       (f) The Company's current report on Form 8-K filed on November 6, 1997.

       (g) The Company's quarterly report on Form 10-Q filed on August 14, 1997.

       (h) 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 filed under the Securities Act of 1993 on February 12, 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

#372252 v4
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.

23.1     Consent of KPMG Peat Marwick LLP.
24.1     Power of Attorney. See the signature page hereof.

         The undersigned  registrant  hereby undertakes that the registrant will
submit the Qwest Communications International Inc. 401(k) 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
International Inc. 401(k) 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.

#372252 v4
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.

#372252 v4
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 March 2, 1998.

                         Qwest Communications International Inc.

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

#372252 v4
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                            March 2, 1998
----------------------
Philip F. Anschutz
/s/ Joseph P. Nacchio                   Director, President and Chief                    March 2, 1998
---------------------
Joseph P. Nacchio                       Executive Officer
/s/ Robert S. Woodruff                  Director, Executive Vice                         March 2, 1998
----------------------
Robert S. Woodruff                      President-Finance, Chief
                                        Financial Officer, Principal
                                        Accounting Officer and Treasurer
/s/ Cannon Y. Harvey                    Director                                         March 2, 1998
--------------------
Cannon Y. Harvey
                                        Director                                         March __, 1998
--------------------
Richard T. Liebhaber
                                        Director                                         March 2, 1998
/s/ Douglas L. Polson
Douglas L. Polson
                                        Director                                         March 2, 1998
/s/ Craig D. Slater
Craig D. Slater
                                        Director                                         March 2, 1998
/s/ Jordan L. Haines
Jordan L. Haines
                                        Director                                         March 2, 1998
/s/ W. Thomas Stephens
W. Thomas Stephens

                                        Director                                         March __, 1998
----------------------
Roy Wilkens
Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
administrator  of the Qwest  Communications  Corporation  401(k) 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 March 2,
1998.

Qwest Communications International Inc. 401(k) Plan

By:/s/ Robert S. Woodruff
         Name: Robert S. Woodruff
         Title:  Plan Administrator

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EXHIBIT INDEX

Exhibit
Number            Description        

23.1     Consent of KPMG Peat Marwick LLP

24.1  Power of Attorney.  See the signature page hereof.

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