QWEST COMMUNICATIONS INTERNATIONAL INC
8-K, 1998-01-29
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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<PAGE>
 
                      SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C. 20549

                             ---------------------
                                   FORM 8-K

                                CURRENT REPORT


                    PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934


      Date of Report (Date of earliest event reported): January 22, 1998


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


                                   Delaware
                               -----------------
                (State or other jurisdiction of incorporation)


      000-22609                                            84-1339282
- -------------------------                        ------------------------------
(Commission File Number)                       (IRS Employer Identification No.)


555 Seventeenth Street, Suite 1000              Denver, Colorado        80202
- --------------------------------------------------------------------------------
(Address of principal executive offices)                              (Zip Code)


       Registrant's telephone number, including area code: 303-291-1400
                                                          -------------
                                Not applicable
         -------------------------------------------------------------
         (Former name or former address, if changed since last report)
<PAGE>
 
ITEM 5. OTHER EVENTS

The Registrant announced today that it sold and issued $450,505,000 in aggregate
principal amount at maturity of its 8.29% Senior Discount Notes due 2008 for
gross proceeds of approximately $300 million.  Reference is made to Exhibits
99.1 and 99.2 attached to this Current  Report for further information.


ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

(c)     Exhibit 99.1 Press release of the Registrant dated January 22, 1998.

        Exhibit 99.2 Press release of the Registrant dated January 29, 1998.
<PAGE>
 
                                  SIGNATURES


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.


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

                    QWEST COMMUNICATIONS INTERNATIONAL INC.



DATE:  January 29, 1998                  By: /s/ Robert S. Woodruff
                                            _______________________________
                                            Robert S. Woodruff
                                            Executive Vice President - Finance,
                                            Chief Financial Officer and
                                            Treasurer
<PAGE>
 
                        EXHIBIT INDEX

Exhibit No.             Description
- -----------             -----------
99.1                    Press  release the Registrant dated January 22, 1998.

99.2                    Press  release the Registrant dated January 29, 1998.

<PAGE>
 
                                                                    Exhibit 99.1


FOR IMMEDIATE RELEASE                         Date:  January 22, 1998


                    QWEST COMMUNICATIONS INTERNATIONAL INC.
                            ANNOUNCES $300 MILLION
                        SENIOR DISCOUNT NOTES OFFERING

DENVER, CO - Qwest Communications International Inc. (NASDAQ: QWST) announced
today that it expects to sell and issue senior discount notes due 2008 for gross
proceeds of approximately $300 million. Cash interest would not accrue on the
notes for 5 years. Qwest expects the offering to be completed before the end of
January 1998.

Proceeds of the notes sale will be used primarily for growth of Qwest's core
business in the United States including data services deployment and IS
infrastructure buildout; expansion of the Qwest asset base; and increased
presence in international markets such as Mexico and Europe.

The notes to be sold have not been registered under the Securities Act of 1933
and may not be offered or sold absent registration or an applicable exemption
from registration requirements.

For further information contact:

          Lee Wolfe, 800/567-7296 (Investor Contact)
 

<PAGE>
 
                                                                    Exhibit 99.2


FOR IMMEDIATE RELEASE                         Date: January 29, 1998


                    QWEST COMMUNICATIONS INTERNATIONAL INC.
                            ANNOUNCES $300 MILLION
                        SENIOR DISCOUNT NOTES OFFERING

DENVER, CO - Qwest Communications International Inc. (NASDAQ: QWST) announced
today that it sold and issued $450,505,000 in aggregate principal amount at
maturity of its 8.29% Senior Discount Notes due 2008. Gross proceeds from the
sale of the notes will total approximately $300 million. Cash interest would not
be paid on the notes for 5 years, although Qwest may elect to pay interest after
3 years.

Proceeds of the notes sale will be used primarily for growth of Qwest's core
business in the United States including data services deployment and IS
infrastructure buildout; expansion of the Qwest asset base; and increased
presence in international markets such as Mexico and Europe.

The notes have not been registered under the Securities Act of 1933 and may not
be offered or sold absent registration or an applicable exemption from
registration requirements.

For further information contact:

          Lee Wolfe, 800/567-7296 (Investor Contact)
 


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