QWEST COMMUNICATIONS INTERNATIONAL INC
424B3, 1999-04-27
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
Previous: FSC SEMICONDUCTOR CORP, 8-K, 1999-04-27
Next: QWEST COMMUNICATIONS INTERNATIONAL INC, 8-K, 1999-04-27


     

                                [GRAPHIC OMITTED]


Prospectus

                        Offer to Exchange All Outstanding
                           7.25% Senior Notes due 2008
                                       for
                      7.25% Series B Senior Notes due 2008
                                       of
                     Qwest Communications International Inc.


Our offer to exchange old 7.25% notes for new 7.25% notes will be open until
5:00 p.m., New York City time, on May 20, 1999.

We do not intend to list the new 7.25% notes on any securities exchange and,
therefore, no active public market is anticipated.

You should carefully review the Risk Factors beginning on page 12 of this
prospectus.

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

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.

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

                  The date of this prospectus is April 20, 1999

The information in this prospectus is not complete and may be changed. We may
not sell the 7.25% notes until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to buy the 7.25% notes in any state where the offer or sale is not permitted.

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


                                                            1

<PAGE>





                                                    Table of Contents

                                                                  Page
                                                                  ----

Prospectus Summary..................................................3
Recent Developments.................................................3
Risk Factors.......................................................11
The Exchange Offer.................................................15
Use of Proceeds....................................................22
Capitalization.....................................................23
Description of the 7.25% Notes.................................... 24
Pro Forma Condensed Combined Financial Statement...........        63
Description of Certain Indebtedness............................... 66
United States Federal Income Tax Considerations.................   68
Plan of Distribution...............................................74
Legal Matters......................................................75
Experts............................................................75
Where You Can Find More Information............................... 76
Incorporation of Certain Documents by Reference.................   76

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




                                                            2

<PAGE>



                               Prospectus Summary

                                   Who We Are

We are a leading communications services provider with a nationwide,
high-capacity fiber optic communications network. We are engaged in two core
business segments: communications services and construction services.

Our communications services business offers Internet and multimedia services as
well as traditional voice communications services. Internet and multimedia
services include a broad range of services related to the transmission of video,
data and voice information. We provide our services to business customers,
governmental agencies and consumers in domestic and international markets. We
also provide wholesale services to other communications providers, including
Internet service providers and other data service companies.

Our construction services business builds and installs fiber optic systems for
other communications providers, as well as for our own use.

Our high-capacity fiber optic network will reach approximately 18,800 route
miles. We expect the initial 18,500 route miles to be completed in mid-1999 and
an additional 300 route mile segment to be completed by the end of 1999. When
completed, our network will connect approximately 150 metropolitan areas
coast-to-coast. With our 20 switches throughout the United States and leased
digital fiber optic facilities, our network will reach metropolitan areas that
account for more than 95 percent of all United States call volume. Our network
uses both Internet communications technology and traditional telephone
communications technology. Communications on the Internet are governed by
Internet protocol, a standard that allows communication across the Internet
regardless of the hardware and software used.

In April 1999, we also formed a joint venture with KPN, a Dutch
telecommunications company, to build and operate an Internet communications
protocol fiber optic network in Europe that will be linked to our network in
North America.

We are building a 1,400-route-mile extension of our U.S. network into Mexico. We
expect this extension to be completed in early 1999. We own capacity on three
undersea systems linking our network to Europe. We are also part of a consortium
of communications companies that is building a submarine 13,125-mile, four-fiber
pair cable system connecting the U.S. to Japan. The U.S. to Japan project is
scheduled for completion by the second quarter of 2000.

Our principal executive offices are located at 700 Qwest Tower, 555 Seventeenth
Street, Denver, Colorado 80202, and our telephone number is (303) 992-1400.

Recent Developments

First Quarter Results. We reported unaudited first quarter results including
revenue of $878.4 million for the three months ended March 31, 1999, compared to
$177.1 million for the three months ended March 31, 1998. In addition, we
reported net earnings of $4.8 million, or $0.01 per basic and diluted share for
the three months ended March 31, 1999, compared to a net loss of $6.6 million,
or $0.03 per basic and diluted share for the three months ended March 31, 1998.



                                                            3

<PAGE>



                               The Exchange Offer

On November 27, 1998, we issued $300.0 million aggregate principal amount of
7.25% notes to the initial purchaser in a transaction exempt from the
registration requirements of the Securities Act. The terms of the new 7.25%
notes and the old 7.25% notes are substantially identical in all material
respects, except that the new 7.25% notes will be freely transferable by the
holders except as otherwise provided in this prospectus.

We are offering to exchange $1,000 principal amount of new 7.25% notes in
exchange for each $1,000 principal amount of old 7.25% notes.

We believe that new 7.25% notes issued in the exchange offer in exchange for old
7.25% notes may be offered for resale or resold by holders without compliance
with the registration and prospectus delivery requirements of the Securities
Act, provided that:

        o        the new 7.25% notes are acquired in the ordinary course of the
                 holders' business and the holders have no arrangement with any
                 person to engage in a distribution of new 7.25% notes and
        o        the holders are not "affiliates" of Qwest or broker-dealers who
                 purchased old 7.25% notes directly from us to resell under Rule
                 144A or any other available exemption under the Securities Act.

Each holder, other than a broker-dealer, must acknowledge that it is not engaged
in and does not intend to engage in a distribution of the new 7.25% notes and
has no arrangement to participate in a distribution of new 7.25% notes. Each
broker-dealer that receives new 7.25% notes for its own account in the exchange
offer must acknowledge that it will comply with the prospectus delivery
requirements of the Securities Act in connection with any resale of the new
7.25% notes. Broker-dealers who acquired old 7.25% notes directly from us and
not as a result of market-making activities or other trading activities may not
participate in the exchange offer and must comply with the prospectus delivery
requirements of the Securities Act in order to resell the old 7.25% notes.

Expiration Date..............

        The exchange offer will expire at 5:00 p.m., New York City time, May 20,
        1999 or a later date and time to which we extend it.

Withdrawal...................

        The tender of the old 7.25% notes in the exchange offer may be withdrawn
        at any time prior to the expiration date.

Interest on the New 7.25% Notes and
  the Old 7.25% Notes..............

        Interest on the new 7.25% notes will accrue from the date of the
        original issuance of the old 7.25% notes or from the date of the last
        periodic payment of interest on the old 7.25% notes, whichever is later.
        No additional interest will be paid on old 7.25% notes tendered and
        accepted for exchange.

Procedures for Tendering Old 7.25%
  Notes......................

        To accept the exchange offer, you must complete, sign and date a copy of
        the letter of transmittal and mail or otherwise deliver it, together
        with the old 7.25% notes and any other required documentation, to the
        exchange agent at the address set forth in this prospectus. Persons
        holding the old 7.25% notes through the

                                                            4

<PAGE>



        Depository Trust Company and wishing to accept the exchange offer must
        do so under the Depository Trust Company's automated tender offer
        program. Under this program, each tendering participant will agree to be
        bound by the letter of transmittal.

Exchange Agent...............

        Bankers Trust Company

Federal Income Tax
  Considerations.............

        In the opinion of our counsel, the exchange of old 7.25% notes for new
        7.25% notes in the exchange offer should not be a taxable exchange for
        United States federal income tax purposes.

Effect of not Tendering......

        Old 7.25% notes that are not tendered or that are tendered but not
        accepted will continue to be subject to the existing restrictions on
        transfer. We will have no further obligation to register the old 7.25%
        notes under the Securities Act.



                                                            5

<PAGE>



                               The New 7.25% Notes

Some of the terms and conditions described below are subject to important
limitations and exceptions. The "Description of the 7.25% Notes" section of this
prospectus beginning on page 28 contains a more detailed description of the
terms and conditions of the new 7.25% notes.

Issuer.......................

        Qwest Communications International Inc.

Securities Offered...........

        $300,000,000 principal amount of 7.25% Series B Senior Notes Due 2008

Maturity.....................

        November 1, 2008

Interest Rate................

        7.25% per year, calculated using a 360-day year

Ranking......................

        The new 7.25% notes will be senior unsecured obligations of Qwest and
        will rank equal in right of payment to our existing and future senior
        debt and senior in right of payment to all of our existing and future
        subordinated debt. The new 7.25% notes are not secured by any assets and
        are effectively subordinated to our future secured debt to the extent of
        the value of the assets securing the debt. As of December 31, 1998, we
        had approximately $1,927.8 million of debt outstanding, not counting
        debt of our subsidiaries. None of our debt is secured or subordinated.

        The new 7.25% notes are effectively subordinated to all of the present
        and future debt and other liabilities of our subsidiaries, including
        trade payables. The total liabilities of our subsidiaries as of December
        31, 1998, after the elimination of loans and advances by us to our
        subsidiaries, was approximately $1,901.6 million.
        Approximately $30.4 million of our subsidiaries' debt was secured.

Optional Redemption..........

        We can redeem the 7.25% notes at any time at a price of 100% of the
        principal amount plus a premium that is described in the indenture.

Change of Control Offer......

        If a "change of control" occurs, we must give holders of the 7.25% notes
        an opportunity to sell us their 7.25% notes at 101% of their face
        amount, plus accrued interest. A change of control is defined in the
        indenture.


                                                            6

<PAGE>



Asset Sale Proceeds..........

        If we sell certain assets, we must generally use the proceeds:

        o        first, to the repayment of debt then outstanding under any
                 credit facility, to the extent the agreements would require us
                 to do so or prohibit note repurchases;
        o        second, to offer to purchase outstanding 7.25% notes at 100% of
                 their face amount, plus accrued interest;
        o        third, to the repayment of other debt; and
        o        fourth, to any use by us.

Certain Indenture
Provisions...................

        The indenture contains covenants limiting the ability of us and and most
of our subsidiaries to:

        o        borrow additional money,
        o        pay dividends or other distributions to stockholders,
        o        allow subsidiaries to guarantee our debt,
        o        limit the ability of subsidiaries to make payments to us,
        o        make investments,
        o        create liens on our assets,
        o        sell assets,
        o        enter into transactions with affiliates, and
        o        engage in mergers or consolidations.

        Under the indenture, we have no obligation to comply with most of the
        covenants during any period when the 7.25% notes have been assigned
        investment grade ratings. If the 7.25% notes later lose an investment
        grade rating, the covenants will again apply, but actions taken during
        the period generally cannot cause us to be in default if the covenants
        again become effective.

Risk Factors

        We urge you to carefully review the risk factors beginning on page 12
        for a discussion of factors you should consider before exchanging your
        old 7.25% notes for new 7.25% notes.

                                                            7

<PAGE>



              Selected Historical and Unaudited Pro Forma Condensed
                            Combined Financial Data

The selected unaudited pro forma condensed combined statement of operations data
for the year ended December 31, 1998 gives effect to the acquisitions of Phoenix
Network, Inc., LCI and Icon as if the acquisitions had occurred on January 1,
1998. The selected unaudited pro forma condensed combined financial data does
not give effect to our acquisition of EUnet and the joint venture with KPN
because the disclosure is not required under SEC Regulation S-X.

The selected unaudited pro forma condensed combined financial data give effect
to the acquisitions described above under the purchase method of accounting and
are based on the assumptions and adjustments described in the notes to the
Unaudited Pro Forma Condensed Combined Financial Statement included in this
prospectus. The fair value of the consideration has been allocated to the assets
and liabilities acquired based upon the fair values of the assets and
liabilities at the date of each respective acquisition and may be revised for a
period of up to one year from the date of each respective acquisition. The
preliminary estimates and assumptions as to the value of the assets and
liabilities of LCI and Icon to the combined company are based upon information
available at the date of preparation of the Unaudited Pro Forma Condensed
Combined Financial Statement, and will be adjusted upon the final determination
of the fair values. The items awaiting final allocation include LCI network
asset valuation and final determination of the costs to sell these assets. It is
anticipated that final allocation of the LCI purchase price will not differ
materially from the preliminary allocation.

The selected historical financial data as of the end of, and for each of the
years in, the five year period ended December 31, 1998 have been taken or
derived from the respective historical consolidated financial statements of
Qwest.

The selected unaudited pro forma condensed combined financial data does not
purport to represent what Qwest's results of operations would have actually been
or what operations would be if the transactions that give rise to the pro forma
adjustments had occurred on the date assumed and is not indicative of future
results. The selected unaudited pro forma condensed combined financial data
below should be read in conjunction with the historical consolidated financial
statements and related notes thereto and management's discussion and analysis of
Qwest, Phoenix, LCI and Icon.

        Selected Pro Forma Condensed Combined Financial Data (Unaudited)
               (Amounts in Millions, Except per Share Information)

                                                                 Year Ended 
                                                              December 31, 1998
        Statement of Operations Data:
     Revenue....................................................  $3,087
     Operating expenses.........................................   2,681
     Depreciation and amortization..............................     320
                                                                  ------
     Earnings from operations...................................      86
     Other expense, net.........................................     109
                                                                  ------
     Earnings before income taxes...............................      (23)
     Income tax expense.........................................      51
                                                                  ------
     Net loss ..................................................   $  (74)
                                                                  ======
     Loss per share--basic and diluted..........................   $(0.22)
     Shares used in calculating basic and diluted loss
       per share................................................     331

                                                            8

<PAGE>

<TABLE>
<CAPTION>


                       Selected Historical Financial Data

                                                                                Year Ended December 31,                      
                                                                 1994        1995       1996       1997     1998(1)
                                                                 ----        ----       ----       ----     -------
                                                                                  (In Millions, Except per Share Data)
<S>                                                              <C>           <C>        <C>        <C>      <C>

     Statement of Operations Data:
     Total revenue...............................................$   71        $  125     $  231     $ 697    $2,242
     Total operating expenses....................................    82           161        243       673     2,996
     Earnings (loss) from operations.............................   (11)          (36)       (12)       24      (754)
     Other (income) expense......................................    --             2         (2)       --        96
     Earnings (loss) before income taxes.........................   (11)          (38)       (10)       24      (850)
     Net earnings (loss).........................................$   (7)       $  (25)   $    (7)   $   15   $  (844)
                                                                 =======       ========   ========   ======   =======
     Earnings (loss) per share--basic............................$(0.04)       $(0.15)    $(0.04)    $0.08      (3.02)
     Earnings (loss) per share--diluted..........................$(0.04)       $(0.15)    $(0.04)    $0.07      (3.02)

     Other Financial Data:
     EBITDA(2)...................................................$   (6)       $  (26)    $    7     $  42        295
     Net cash provided by (used in) operating activities.........$    3        $  (57)    $   33     $ (36)        45
     Net cash provided by (used in) investing activities.........$  (42)       $  (59)    $  (53)    $(357)    (1,439)
     Net cash provided by (used in) financing activities.........$   34        $  114     $   26     $ 766      1,477
     Capital expenditures(3).....................................$   41        $   49     $   86     $ 445      1,413
     Ratio of earnings to fixed charges(4).......................      --            --         --     1.15        --

                                                                                   As of December 31,                     
                                                                 1994         1995       1996       1997     1998
                                                                 ----         ----       ----       ----     ----
                                                                                            (In Millions)

     Summary Balance Sheet Data:
     Total assets................................................$89           $184       $263       $1,398   $8,068
     Long-term debt..............................................$27           $ 69       $109       $  630   $2,307
     Total stockholders' equity(5)...............................$25           $ 26       $  9       $  382   $4,238

                                                                                                As of December 31,        
                                                                                            1996      1997       1998
                                                                                            ----      ----       ----

     Operating Data:
     Route miles of conduit installed..................................................... 3,650      9,500    17,000
     Route miles of lit fiber installed...................................................   900      3,400    12,500
     Total minutes of use (In millions, for the year).....................................   382        669    10,800
- --------
</TABLE>


                                                            9

<PAGE>




(1)  On June 5, 1998, we acquired LCI. The acquisition was accounted for as a
     purchase and the results of LCI's operations are included with ours for the
     period subsequent to the acquisition.

(2)  EBITDA represents net earnings (loss) before interest, income taxes,
     depreciation and amortization, a nonrecurring expense of $2.6 million in
     the year ended December 31, 1996 to restructure operations, the
     non-recurring gain on sale of telecommunications agreements of $6.1 million
     in the year ended December 31, 1996, the non-recurring gain on sale of
     contract rights of approximately $9.3 million in the year ended December
     31, 1997 and non-recurring expenses of $859.4 million in the year ended
     December 31, 1998 related to the LCI merger, the Icon merger, the
     redemption of $87.5 million of our 10 7/8% notes and the repayment of our
     equipment credit facility. EBITDA includes earnings from the construction
     contracts for the sale of dark fiber that we will use to provide cash for
     the construction cost of our network. EBITDA does not represent cash flow
     for the periods presented and should not be considered as an alternative to
     net earnings (loss) as an indicator of our operating performance or as an
     alternative to cash flows as a source of liquidity, and may not be
     comparable with EBITDA as defined by other companies. Qwest believes that
     EBITDA is commonly used by financial analysts and others in the
     telecommunications industry. Without the effect of Qwest's growth share
     plan expense, EBITDA would have been $302.4 million, $115.2 million, and
     $20.0 million for the years ended December 31, 1998, 1997 and 1996,
     respectively.

(3)  Capital expenditures include expenditures for property and equipment,
     accrued capital expenditures, capital expenditures financed with the
     equipment credit facility and initial obligations under capital leases.

(4)  Earnings were insufficient to cover fixed charges by $891.3 million, $12.6 
     million, $40.4 million and $11.0 million for the years ended December 31, 
     1998, 1996, 1995 and 1994.

(5)  We have not declared or paid cash dividends on our common stock since 
     becoming a public company in June 1997.



                                                            10

<PAGE>



                                  Risk Factors

In addition to the other information in this prospectus, the following risk
factors should be considered carefully in evaluating us and our business before
participating in the exchange offer.

If you do not exchange your old 7.25% notes, they will
continue to be subject to restrictions on transfer.

Holders of old 7.25% notes who do not exchange their old 7.25% notes for new
7.25% notes will continue to be subject to the restrictions on transfer of the
old 7.25% notes as set forth in the legends on the old 7.25% notes. The old
7.25% notes may not be offered or sold unless they are registered under the
Securities Act or are exempt from registration. See "The Exchange
Offer--Consequences of Failure to Exchange."

We are dependent on our subsidiaries
for repayment of debt

The 7.25% notes are obligations only of Qwest, which is a holding company with
no material assets other than the stock of its subsidiaries. Our subsidiaries
conduct substantially all of our operations and own substantially all of our
assets. As a result, our cash flow and our ability to meet our debt service
obligations depends on the cash flow of our subsidiaries and the payment of
funds by them to us in the form of loans, dividends or otherwise. Our
subsidiaries generally are not obligated to make funds available to us for
payment on the 7.25% notes or for other purposes. Existing debt agreements of
our subsidiaries impose significant restrictions on the ability of our
subsidiaries to pay dividends or make other distributions or loans and advances
to us. Future debt instruments of our subsidiaries also may impose these
restrictions. In addition, the ability of our subsidiaries to make any payments
to us will depend on their earnings, business and tax considerations and legal
restrictions.

As a result, the 7.25% notes effectively will rank junior to all existing and
future debt, trade payables and other liabilities of our subsidiaries. If a
subsidiary were to become bankrupt or dissolve, our rights and the rights of our
creditors to share in the assets of the subsidiary will be subject to the prior
claims of the subsidiary's creditors. After the payment of the subsidiary's
liabilities, the subsidiary may not have enough assets remaining to pay us and
our creditors, including the holders of the 7.25% notes. At December 31, 1998,
our subsidiaries had approximately $1,901.6 million of outstanding liabilities.
All of these liabilities effectively rank senior to the 7.25% notes. We expect
that our subsidiaries will incur additional debt in the future.

Payments of the 7.25% notes could be limited or eliminated
because secured debt holders have priority

The 7.25% notes are general unsecured obligations of Qwest. As a result, the
7.25% notes will rank junior in right of payment to the claims of all of our
secured creditors to the extent of the value of the secured assets. If a default
or acceleration of our secured debt occurs, the holders of the debt could seize
the assets securing the debt and sell the assets to satisfy all or a part of
what is owed. At December 31, 1998, our subsidiaries had approximately $30.4
million of secured debt. Future debt incurred by us and our subsidiaries may
also be secured.

We have significant debt and
we may not be able to meet our obligations

We have a large amount of debt outstanding. As of December 31, 1998, we had
approximately $2,309.9 million of long-term debt, including the current portion
of long-term debt, and a debt-to-equity ratio of 0.6 to 1.0. A significant
portion of our cash flow from operations must be dedicated to the repayment of
the debt and we may not be able to meet our debt obligations.

                                                            11

<PAGE>



The indenture limits, but does not prohibit, us and our subsidiaries from
incurring additional debt. We expect that we and our subsidiaries may incur
substantial additional debt in the future. In March 1999, we entered into an
unsecured credit facility in the amount of $1.0 billion from a syndicate of
banks.

The terms of our financing arrangements may restrict our operations.

The indentures for the 7.25% notes and our other outstanding senior notes and
senior credit facilities impose significant operating and financial restrictions
on us, including those listed in "Summary--Certain Indenture Provisions." These
restrictions could limit our ability to obtain future financing, make needed
capital expenditures, withstand a future downturn in our business or in the
economy or otherwise conduct necessary corporate activities. We have no
obligation to comply with most of the covenants during any period when the 7.25%
notes have been assigned investment grade ratings. If the 7.25% notes later lose
an investment grade rating, the covenants will again apply, but actions taken
during that period generally cannot cause us to be in default if the covenants
again become effective. As a result, the protection given by the covenants could
be weakened if the 7.25% notes are assigned investment grade ratings and are
subsequently downgraded to non-investment grade.

If we do not complete the Qwest network and increase
traffic volume, we may not be able to pay the 7.25% Notes.

Our success will depend largely on completion of our network on schedule and
within budget, on maintaining the rights of way for our network and on achieving
substantial traffic volumes on our network, and if we are unable to do so, we
may not be able to pay the 7.25% Notes.. The construction of our network will be
affected by many factors, such as weather and regulatory approvals, that are
beyond our control.

If our operating losses and working capital deficits
continue, we may not be able to pay the 7.25% Notes.

We have had operating losses and have not had enough cash flow from operations
to allow us to meet our debt service requirements, capital expenditures and
other cash needs. We had a net loss of $844.0 million for the year ended
December 31, 1998 and an accumulated deficit of approximately $875.9 million at
December 31, 1998.

Although we had a working capital surplus of approximately $201.6 million at
December 31, 1998, we had working capital deficits for each of the four fiscal
years before 1998. We expect total capital expenditures for the year ending
December 31, 1999 to be approximately $1.4 billion. We cannot assure you that
our operations will be profitable in the future. We may require additional
capital in order to offset operating losses and working capital deficits and to
support our objectives.

Our growth and expansion may strain our ability
to manage our operations and our financial resources.

We have completed five acquisitions since our initial public offering, including
the acquisitions of LCI in June 1998 for approximately $3,930.5 million and Icon
for approximately $254.1 million in our common stock. We expect this rapid
expansion will continue for the foreseeable future. This growth has increased
our operating complexity. To manage our expansion effectively we must:

o    expand, train and manage our employee base and attract and retain highly
     skilled personnel; 

o    expand and improve our systems for serving and communicating with our 
     customers; 

o    continue to develop and market new products and services;

                                                            12

<PAGE>



o   integrate acquired operations with our existing operations; and

o   control expenses related to the expansion of our business.

We cannot assure you that we will be able to satisfy these requirements, or
otherwise manage our growth effectively, and any failure to do so could have a
material adverse effect on our business, financial condition and results of
operations.

We may face declining revenues due to
overcapacity in our industry.

The long distance transmission industry has had overcapacity and falling prices
since shortly after the AT&T breakup in 1984. We expect that prices for
communications services will continue to fall over the next several years.
This is due primarily to:

o   recent technological advances that permit large increases in the 
    transmission capacity of both new and existing fiber;
o   strategic alliances or similar transactions, such as purchasing
    alliances for long distance capacity among local exchange carriers
    that increase the parties' purchasing power; and
o   construction of new networks.

Our financial condition may be adversely affected if
our systems or those of our suppliers fail because of
year 2000 problems.

Many existing computer systems, including hardware and software, use only the
last two digits to identify a year. Consequently, as the year 2000 approaches,
those systems will not recognize the difference in a year that begins with "20"
rather than "19". As a result of the date change in the year 2000, if any of our
computer systems use only two digits to define the year, these defective systems
may cause disruptions in its network operations through which we provide
communications services to our customers and in our internal operations.
Additionally, we depend on outside sources to provide communications services to
our customers and to bill our customers for those services. The greatest risk to
our ability to provide communications services is the failure of third-party
service providers to be year 2000 compliant, especially those third-party
service providers that provide local access and certain of the billing systems
for long distance telecommunications service.

Technological changes could cause our network to become less valuable.

The telecommunications industry is subject to rapid and significant changes in
technology. For instance, recent technological advances permit large increases
in the transmission capacity of both new and existing fiber. The introduction of
new products or emergence of new technologies also may reduce the cost and
increase the supply of certain services similar to those provided by us.
Technological changes could have a material adverse effect on our business,
financial condition and results of operations.

We depend on key executive officers and
could be adversely affected by the loss of their services.

The loss of our Chairman and Chief Executive Officer, Joseph Nacchio, or other
key members of our senior management could significantly impede our ability to
attain our financial, expansion, marketing and other objectives.


                                                            13

<PAGE>



A liquid trading market for the
7.25% notes may not develop.

There is no established trading market for the 7.25% notes. The initial
purchaser of the 7.25% notes has informed us that it currently intends to make a
market in the new 7.25% notes. However, the initial purchaser has no obligation
to do so and may discontinue making a market at any time without notice. In
addition, the liquidity of any trading market in the 7.25% notes will depend on:

     o        the number of holders of the 7.25% notes;
     o        the overall market for similar securities;
     o        our financial performance and prospects; and
     o        prospects for companies in our industry generally.

As a result, we cannot assure you that an active trading market will develop for
the 7.25% notes.


Cautionary Statement Regarding
Forward-looking Statements

This prospectus contains or incorporates by reference certain "forward-looking
statements" about our financial condition, results of operations and business.
These statements include:

     o        statements concerning the benefits that we expect will result from
              our certain transactions we have completed, such as increased
              revenues, decreased expenses and avoided expenses and
              expenditures,

     o        our plans to complete our communications network and

     o        other statements of our expectations, beliefs, future plans and
              strategies, anticipated developments and other matters that are
              not historical facts.

These statements may be made expressly in this document or may be incorporated
by reference to other documents we have filed with the SEC. You can find many of
these statements by looking for words such as "believes," "expects,"
"anticipates," "estimates," or similar expressions.

These forward-looking statements are subject to numerous assumptions, risks and
uncertainties that may cause our actual results, performance or achievements to
be materially different from any future results, performance or achievements
expressed or implied by us in those statements. The risks and uncertainties
include those risks, uncertainties and risk factors identified, among other
places, under "Risk Factors" in this prospectus, beginning on page 18, and under
"Risk Factors" and "Management's Discussion and Analysis of Financial Condition
and Results of Operations" in the documents incorporated by reference in this
prospectus.

Actual results may differ materially from those expressed or implied by the
forward-looking statements. You are cautioned not to place undue reliance on the
statements, which speak only as of the date of this prospectus or, in the case
of documents incorporated by reference, the date of the document.

The cautionary statements contained or referred to in this section should be
considered in connection with any subsequent written or oral forward-looking
statements that we or persons acting on our behalf may issue. We do not intend
to review or confirm analysts' expectations or estimates or to release publicly
any revisions to any forward-looking statements to reflect events or
circumstances after the date of this prospectus or to reflect the occurrence of
unanticipated events.

                                                            14

<PAGE>




                               The Exchange Offer

Purpose of the Exchange Offer

Qwest originally issued and sold the old 7.25% notes on November 27, 1998 in an
offering that was exempt from registration under the Securities Act in reliance
upon the exemptions provided by Section 4(2), Rule 144A and Regulation S of the
Securities Act. Accordingly, the old 7.25% notes may not be transferred in the
United States unless registered or unless an exemption from the registration
requirements of the Securities Act and applicable state securities laws is
available.

As a condition to the sale of the old 7.25% notes, Qwest and the initial
purchaser of the old 7.25% notes entered into a registration rights agreement as
of November 27, 1998. In the registration rights agreement, Qwest agreed that it
would:

     o        file with the SEC a registration statement under the Securities
              Act with respect to the new 7.25% notes by February 25, 1999;

     o        use its best efforts to cause the registration statement to be
              declared effective under the Securities Act by April 26, 1999; and

     o        close an offer of the new 7.25% notes in exchange for surrender of
              the old 7.25% notes by May 26, 1999.

We have filed a copy of the registration rights agreement as an exhibit to the
registration statement of which this prospectus is a part. The registration
statement satisfies certain of Qwest's obligations under the registration rights
agreement.

Resale of the New Notes

Based on no-action letters issued by the staff of the SEC to third parties,
Qwest believes that the new 7.25% notes issued in the exchange offer in exchange
for old 7.25% notes would be freely transferable after the exchange offer
without further registration under the Securities Act if the holder of the new
7.25% notes:

     o        is not an "affiliate," as defined in Rule 405 of the Securities 
              Act, of Qwest,

     o        is acquiring the new 7.25% notes in the ordinary course of its 
              business and

     o        no arrangement to participate in the distribution, within the 
              meaning of the Securities Act, of the new 7.25% notes;

provided that, in the case of broker-dealers, a prospectus meeting the
requirements of the Securities Act must be delivered if required.

The SEC has not, however, considered this exchange offer in the context of a
no-action letter and Qwest cannot assure you that the staff of the SEC would
make a similar determination with respect to this exchange offer. Holders of old
7.25% notes wishing to accept this exchange offer must represent to Qwest that
the conditions have been met.

A broker-dealer that acquired old 7.25% notes for its own account as a result of
market-making or other trading activities and exchanges them for new 7.25% notes
for its own account in this exchange offer may be deemed to be

                                                            15

<PAGE>



an "underwriter" within the meaning of the Securities Act and must deliver a
prospectus in connection with any resale of the new 7.25% notes.

Qwest has agreed that it will make this prospectus available to any
broker-dealer for use in connection with a resale for a period of one year after
closing of the exchange offer. A broker-dealer that delivers a prospectus to
purchasers in connection with resales will be subject to the civil liability
provisions under the Securities Act and will be bound by the provisions of the
registration rights agreement, including indemnification and contribution rights
and obligations. See "Plan of Distribution."

Terms of the Exchange Offer; Period for Tendering Old 7.25% Notes

This prospectus and the accompanying letter of transmittal together make up the
exchange offer. On the terms and subject to the conditions set forth in this
prospectus and the letter of transmittal, Qwest will accept for exchange any old
7.25% notes that are properly tendered on or before the expiration date unless
they are withdrawn as permitted below. Qwest will issue $1,000 principal amount
at maturity of new 7.25% notes in exchange for each $1,000 principal amount at
maturity of outstanding old 7.25% notes surrendered in the exchange offer. Old
7.25% notes may be exchanged only in integral multiples of $1,000. The form and
terms of the new 7.25% notes are the same as the form and terms of the old 7.25%
notes except that the exchange will be registered under the Securities Act and
so the new 7.25% notes will not bear legends restricting their transfer.

The new 7.25% notes will evidence the same debt as the old 7.25% notes and will
be issued under the same indenture.

As of the date of this prospectus, an aggregate of $300,000,000 in principal
amount at maturity of the old 7.25% notes is outstanding. This prospectus is
first being sent on or about April 20, 1999, to all holders of old 7.25% notes
known to Qwest.

Holders of the old 7.25% notes do not have any appraisal or dissenters' rights
under the indenture in connection with the exchange offer.

Qwest may, at any time or from time to time, extend the period of time during
which the exchange offer is open and delay acceptance for exchange of any old
7.25% notes, by giving written notice of the extension to the holders as
described below. During the extension, all old 7.25% notes previously tendered
will remain subject to the exchange offer and may be accepted for exchange by
Qwest. Any old 7.25% notes not accepted for exchange for any reason will be
returned without expense to the tendering holder as promptly as practicable
after the expiration of the exchange offer.

Qwest reserves the right to amend or terminate the exchange offer if any of the
conditions of the exchange offer are not met. The conditions of the exchange
offer are specified below under "--Conditions of the Exchange Offer." Qwest will
give written notice of any extension, amendment, nonacceptance or termination to
the holders of the old 7.25% notes as promptly as practicable. Any extension to
be issued by means of a press release or other public announcement will be
issued no later than 9:00 a.m., New York City time, on the next business day
after the previously scheduled expiration date.

Procedures for Tendering Old 7.25% Notes

The tender to Qwest of old 7.25% notes by a holder as set forth below and the
acceptance by Qwest will create a binding agreement between the tendering holder
and Qwest upon the terms and subject to the conditions set forth in this
prospectus and in the accompanying letter of transmittal. Except as set forth
below, a holder who wishes to tender old 7.25% notes for exchange must send a
completed and signed letter of transmittal, including all other

                                                            16

<PAGE>



documents required by the letter of transmittal, to the exchange agent at one of
the addresses set forth below under "--Exchange Agent" on or before the
expiration date. In addition, either:

     o        the exchange agent must receive before the expiration date
              certificates for the old 7.25% notes along with the letter of
              transmittal, or

     o        the exchange agent must receive confirmation before the expiration
              date of a book-entry transfer of the old 7.25% notes into the
              exchange agent's account at The Depository Trust Company as
              described below, or

     o        the holder must comply with the guaranteed delivery procedures 
              described below.

The method of delivery of old 7.25% notes, letters of transmittal and all other
required documents is at the election and risk of the holders. If the delivery
is by mail, Qwest recommends that holders use registered mail, properly insured,
with return receipt requested. In all cases, holders should allow sufficient
time to assure timely delivery. Holders should not send letters of transmittal
or old 7.25% notes to Qwest.

Some beneficial owners' old 7.25% notes are registered in the name of a broker,
dealer, commercial bank, trustee or other nominee. If one of those beneficial
owners wishes to tender, the beneficial owner should contact the registered
holder of the old 7.25% notes promptly and instruct the registered holder to
tender on the beneficial owner's behalf. If one of those beneficial owners
wishes to tender on its own behalf, then before completing and signing the
letter of transmittal and delivering its old 7.25% notes, the beneficial owner
must either register ownership of the old 7.25% notes in the beneficial owner's
name or obtain a properly completed power of attorney from the registered holder
of old 7.25% notes. The transfer of record ownership may take considerable time.
If the letter of transmittal is signed by a person other than the registered
holder of the old 7.25% notes, the old 7.25% notes must be endorsed or
accompanied by appropriate powers of attorney. In either case the letter of
transmittal must be signed exactly as the name of the registered holder that
appears on the old 7.25% notes.

Signatures on a letter of transmittal or a notice of withdrawal must be
guaranteed unless the old 7.25% notes surrendered for exchange are tendered:

     o        by a registered holder of the old 7.25% notes who has not
              completed the box entitled "Special Issuance Instructions" or
              "Special Delivery Instructions" on the letter of transmittal or

     o        for the account of a firm or other entity identified in Rule
              17Ad-15 under the Exchange Act as an eligible guarantor
              institution. Eligible guarantor institutions include:

              o       a member of a registered national securities exchange,

              o       a member of the National Association of Securities 
                      Dealers, Inc. or

              o       a commercial bank or trustee having an office or 
                      correspondent in the  United States.

If signatures on a letter of transmittal or a notice of withdrawal are required
to be guaranteed, the guarantees must be by an eligible guarantor institution.

If old 7.25% notes are registered in the name of a person other than a signer of
the letter of transmittal, the old 7.25% notes surrendered for exchange must be
endorsed by the registered holder with the signature guaranteed by an eligible
guarantor institution. Alternatively, the old 7.25% notes may be accompanied by
a written assignment, signed by the registered holder with the signature
guaranteed by an eligible guarantor institution.

                                                            17

<PAGE>



All questions as to the validity, form, eligibility, time of receipt and
acceptance of old 7.25% notes tendered for exchange will be determined by Qwest
in its sole discretion, and its determination shall be final and binding. Qwest
reserves the absolute right to reject any tenders of any particular old 7.25%
notes not properly tendered or not to accept any particular old 7.25% notes
whose acceptance might, in the judgment of Qwest or its counsel, be unlawful.
Qwest also reserves the absolute right to waive any defects or irregularities or
conditions of the exchange offer as to any particular old 7.25% notes either
before or after the expiration date. The interpretation of the terms and
conditions of the exchange offer as to any particular old 7.25% notes either
before or after the expiration date by Qwest will be binding on all parties.
Unless waived, any defects or irregularities in connection with tenders of old
7.25% notes for exchange must be cured within a reasonable period of time as
Qwest shall determine. Neither Qwest, the exchange agent nor any other person
shall be under any duty to give notification of any defect or irregularity with
respect to any tender of old 7.25% notes for exchange.

If the letter of transmittal or any old 7.25% notes or powers of attorney are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or representative
capacity, those persons should so indicate when signing. Unless waived by Qwest,
those persons must submit proper evidence satisfactory to Qwest of their
authority to act.

By tendering, each holder will represent to Qwest:

     o        that it is not an "affiliate," as defined in Rule 405 of the
              Securities Act, of Qwest, or if it is an affiliate, it will comply
              with the registration and prospectus delivery requirements of the
              Securities Act to the extent applicable,

     o        that it is acquiring the new 7.25% notes in the ordinary course of
              its business and

     o        at the time of the closing of the exchange offer it has no
              arrangement to participate in the distribution, within the meaning
              of the Securities Act, of the new 7.25% notes.

If the holder is a broker-dealer that will receive new 7.25% notes for its own
account in exchange for old 7.25% notes that were acquired as a result of
market-making activities or other trading activities, the holder may be deemed
to be an "underwriter" within the meaning of the Securities Act. Those holders
will be required to acknowledge in the letter of transmittal that it will
deliver a prospectus in connection with any resale of the new 7.25% notes.
However, by so acknowledging and by delivering a prospectus, the holder will not
be deemed to admit that it is an "underwriter" within the meaning of the
Securities Act.

Acceptance of Old 7.25% Notes for Exchange; Delivery of New 7.25% Notes Upon
satisfaction or waiver of all of the conditions to the exchange offer, Qwest
will accept, promptly after the expiration date, all old 7.25% notes properly
tendered and will issue the new 7.25% notes promptly after acceptance of the old
7.25% notes. See "--Conditions of the Exchange Offer" below. Qwest will be
deemed to have accepted properly tendered old 7.25% notes for exchange when
Qwest has given oral or written notice to the exchange agent.

The new 7.25% notes will bear interest at the same rate and on the same terms as
the old 7.25% notes. Consequently, cash interest on the new 7.25% notes will
accrue at a rate of 7.25% per annum and will be payable semiannually in arrears
commencing on May 1, 1999 and then on November 1 and May 1 of each year.
Interest on each new 7.25% note will accrue from the last interest payment date
on which interest was paid on the surrendered old 7.25% note. If no interest has
been paid on the old 7.25% note, interest on the new 7.25% notes will accrue
from the date of issuance of the old 7.25% notes. Consequently, holders whose
old 7.25% notes are accepted for exchange will be deemed to have waived the
right to receive any accrued but unpaid interest on the old 7.25% notes.


                                                            18

<PAGE>



The issuance of new 7.25% notes for old 7.25% notes that are accepted for
exchange in the exchange offer will be made only after timely receipt by the
exchange agent of certificates for the old 7.25% notes or a timely book-entry
confirmation of the old 7.25% notes into the exchange agent's account at the
book-entry transfer facility, a completed and signed letter of transmittal and
all other required documents. If any tendered old 7.25% notes are not accepted
for any reason set forth in the terms and conditions of the exchange offer, or
if old 7.25% notes are submitted for a greater amount than the holder desires to
exchange, the unaccepted or non-exchanged old 7.25% notes will be returned
without expense to the tendering holder as promptly as practicable after the
exchange offer expires or terminates. In the case of old 7.25% notes tendered by
book-entry procedures described below, the non exchanged old 7.25% notes will be
credited to an account maintained with the book-entry transfer facility.

Conditions of the Exchange Offer

Qwest will not be required to accept for exchange any old 7.25% notes and may
terminate or amend the exchange offer prior to the expiration date, if Qwest
determines that it is not permitted to effect the exchange offer because of:

     o        any changes in law, or applicable interpretations by the SEC, or

     o        any action or proceeding is instituted or threatened in any court
              or governmental agency with respect to the exchange offer.

Holders may have certain rights and remedies against Qwest under the
registration rights agreement if Qwest fails to close the exchange offer,
whether or not the conditions stated above occur. These conditions are not
intended to modify those rights or remedies.

Book-Entry Transfer

The exchange agent will make a request to establish an account for the old 7.25%
notes at the book-entry transfer facility for the exchange offer within two
business days after the date of this prospectus, and any financial institution
that is a participant in the book-entry transfer facility's systems may make
book-entry delivery of old 7.25% notes by causing the book-entry transfer
facility to transfer the old 7.25% notes into the exchange agent's account at
the book-entry transfer facility in accordance with the book-entry transfer
facility's procedures for transfer. However, although delivery of old 7.25%
notes may be effected through book-entry transfer at the book-entry transfer
facility, the letter of transmittal or facsimile, or an agent's message, with
any required signature guarantees and any other required documents, must be
received by the exchange agent at one of the addresses set forth below under
"--Exchange Agent" on or before the expiration date or the guaranteed delivery
procedures described below must be complied with.

The term "agent's message" means a message, transmitted by Depository Trust
Company to the exchange agent and forming a part of a book-entry confirmation,
which states that DTC has received an express acknowledgment from the tendering
participant stating that the participant has received and agrees to be bound by
the terms of the letter of transmittal, and that Qwest may enforce the letter of
transmittal against the participant.

Guaranteed Delivery Procedures

If a registered holder of the old 7.25% notes wishes to tender the old 7.25%
notes and the old 7.25% notes are not immediately available, or time will not
permit the holder's old 7.25% notes or other required documents to reach the
exchange agent before the expiration date, or the procedure for book-entry
transfer cannot be completed on time, the old 7.25% notes may nevertheless be
exchanged if:

     o        the tender is made through an eligible guarantor institution,

                                                            19

<PAGE>



     o    before the expiration date, the exchange agent has received from the
          eligible guarantor institution a completed and signed letter of
          transmittal, or a facsimile, and a notice of guaranteed delivery,
          substantially in the form provided by Qwest. Delivery may be made by
          telegram, telex, facsimile transmission, mail or hand deliver. The
          letter of transmittal and notice of guaranteed delivery must set forth
          the name and address of the holder of the old 7.25% notes and the
          amount of old 7.25% notes, state that the tender is being made and
          guarantee that within five trading days on the Nasdaq National Market
          after the date of signing of the notice of guaranteed delivery, the
          certificates for all physically tendered old 7.25% notes, in proper
          form for transfer, or a book-entry confirmation, and any other
          documents required by the letter of transmittal, will be deposited by
          the eligible guarantor institution with the exchange agent, and

     o    the certificates for all physically tendered old 7.25% notes, in
          proper form for transfer, or a book-entry confirmation and all
          other documents required by the letter of transmittal, are
          received by the exchange agent within five Nasdaq National Market
          trading days after the date of signing the notice of guaranteed
          delivery.

Withdrawal Rights

Tenders of old 7.25% notes may be withdrawn at any time prior to the expiration
date.

For a withdrawal to be effective, a written notice of withdrawal must be
received by the exchange agent at one of the addresses set forth below under
"--Exchange Agent." Any notice of withdrawal must:

     o        specify the name of the person who tendered the old 7.25% notes to
              be withdrawn,

     o        identify the old 7.25% notes to be withdrawn, including the amount
              of the old 7.25% notes, and,

     o        where certificates for old 7.25% notes have been transmitted,
              specify the name in which the old 7.25% notes are registered, if
              different from that of the withdrawing holder.

If certificates for old 7.25% notes have been delivered or otherwise identified
to the exchange agent, then, prior to the release of the certificates the
withdrawing holder must also submit the serial numbers of the particular
certificates to be withdrawn and a signed notice of withdrawal with signatures
guaranteed by an eligible guarantor institution unless the holder is an eligible
guarantor institution. If old 7.25% notes have been tendered under the procedure
for book-entry transfer described above, any notice of withdrawal must specify
the name and number of the account at the book-entry transfer facility to be
credited with the withdrawn old 7.25% notes and otherwise comply with the
procedures of the facility. All questions as to the validity, form, eligibility
and time of receipt of the notices will be determined by Qwest whose
determination shall be final and binding on all parties. Any old 7.25% notes so
withdrawn will be deemed not to have been validly tendered for exchange for
purposes of the exchange offer. Any old 7.25% notes that have been tendered for
exchange but that are not exchanged for any reason will be returned to the
holder without cost to the holder as soon as practicable after withdrawal,
rejection of tender or termination of the exchange offer. In the case of old
7.25% notes tendered by book-entry transfer into the exchange agent's account at
the book-entry transfer facility under the book-entry transfer procedures
described above, the old 7.25% notes will be credited to an account with the
book-entry transfer facility specified by the holder. Properly withdrawn old
7.25% notes may be retendered by following one of the procedures described under
"--Procedures for Tendering Old 7.25% Notes" above at any time on or before the
expiration date.


                                                            20

<PAGE>



Exchange Agent

Bankers Trust Company has been appointed as the exchange agent for the exchange
offer. All signed letters of transmittal should be directed to the exchange
agent at the addresses set forth below. Questions and requests for assistance,
requests for additional copies of this prospectus or of the letter of
transmittal and requests for notices of guaranteed delivery should be directed
to the exchange Agent addressed as follows:

           By Mail:                                   By Hand:

   BT Services Tennessee, Inc.                       Bankers Trust Company
        Reorganization Unit                   Corporate Trust and Agency Group
         P.O. Box 292737                          Receipt & Delivery Window
   Nashville, TN 37229-2737                     123 Washington Street, 1st Floor
                                                     New York, NY 10006

                                                      For information, call:
                                                        (800) 735-7777
                             Confirm: (615) 835-3572
                               Fax: (615) 835-3701

                          by Overnight Mail or Courier:

                           BT Services Tennessee, Inc.
                        Corporate Trust and Agency Group

                            Reorganization Unit
                            648 Grassmere Park Road
                             Nashville, TN 37211

Delivery of a letter of transmittal to an address other than as set forth above
or transmission of instructions via facsimile other than as set forth above does
not constitute a valid delivery of the letter of transmittal.

Fees and Expense

Qwest will not make any payment to brokers, dealers or others soliciting
acceptances of the exchange offer.

Qwest will pay the expenses that will be incurred in connection with the
exchange offer. Qwest estimates the expenses will be approximately $245,000.

Accounting Treatment

For accounting purposes, Qwest will recognize no gain or loss as a result of the
exchange offer. The expenses of the exchange offer will be amortized over the
term of the new 7.25% notes.

Transfer Taxes

Holders who instruct Qwest to register new 7.25% notes in the name of a person
other than the registered tendering holder will be responsible for paying any
applicable transfer tax, as will holders who request that old 7.25% notes not
tendered or not accepted in the exchange offer be returned to a person other
than the registered tendering holder. In all other cases, no transfer taxes will
be due.


                                                            21

<PAGE>



Regulatory Matters

Qwest is not aware of any governmental or regulatory approvals that are required
in order to complete the exchange offer.

Consequences of Failure to Exchange

Participation in the exchange offer is voluntary. Old 7.25% notes that are not
exchanged for new 7.25% notes will remain restricted securities. Accordingly,
those old 7.25% notes may only be transferred:

     o    to a  person  who  the  seller  reasonably  believes  is  a  qualified
          institutional  buyer  under Rule 144A,  

     o    in an offshore  transaction under Rule 903 or Rule 904 of Regulation S
          under the Securities Act, or 

     o    under Rule 144 under the Securities Act (if available);

and in accordance with all applicable securities laws of the states of the
United States. Under certain circumstances, Qwest is required to file a shelf
registration statement under the Securities Act. See "Description of the 7.25%
Notes--Exchange Offer; Registration Rights."

Payment of Additional Interest upon Registration Defaults

If Qwest fails to meet its obligations to complete the exchange offer or file a
shelf registration statement, additional interest will accrue on the 7.25%
notes. See "Description of the 7.25% Notes--Exchange Offer; Registration
Rights."


                                 Use of Proceeds

Qwest will not receive any proceeds from the issuance of the new 7.25% notes or
the closing of the exchange offer.

                                                            22

<PAGE>




                                 Capitalization

The following table sets forth the historical consolidated capitalization of
Qwest as of December 31, 1998. All share and per share information with respect
to Qwest included in the table gives effect to the two-for-one stock split that
occurred in February 1998 in the form of a stock dividend. This table should be
read in conjunction with "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and the Historical Consolidated Financial
Statements and the notes to the financial statements, incorporated by reference
into this prospectus.

                                                            December 31, 1998
                                                            ------------------
                                                               (in millions)

     Current portion of long-term debt                        $    2.8
                                                              ========
     10 7/8% senior notes                                     $  162.5
     9.47% senior discount notes                                 391.8
     8.29% senior discount notes                                 323.5
     7.25% senior notes Due 2007                                 351.7
     7.50% senior notes                                          750.0
     7.25% senior notes                                          300.0
     Other long-term debt                                         27.6
                                                               -------
     Total long-term debt (excluding current portion)          2,307.1
                                                               -------

     Stockholders' equity Preferred stock, $.01 
        par value; 25.0 million shares authorized;
        no shares issued and outstanding.                            -
     Common stock, $.01 par value; 600.0 million 
        shares authorized; 347.0 million shares 
        issued and outstanding(1)                                  3.5
     Additional paid-in capital                                5,110.6
     Accumulated deficit                                        (875.9)
                                                                -------
     Total stockholders' equity                                4,238.2
                                                               -------
     Total capitalization                                     $6,545.3
                                                              ========

(1)  35.0 million of the authorized shares of Common Stock are reserved for
     issuance under the Equity Incentive Plan, 0.9 million of the authorized
     shares of Common Stock are reserved for issuance under the Growth
     SharePlan, 2.7 million of the authorized shares of Common Stock are
     reserved for issuance under various 401(k) Plans of Qwest, 0.8 million of
     the authorized shares of Common Stock are reserved for issuance under the
     Employee Stock Purchase Plan and 8.6 million of the authorized shares of
     Common Stock are reserved for issuance under the warrant issued to Anschutz
     Family Investment Company LLC. See"Management-Equity Incentive Plan,"
     "Management-Growth Share Plan" and"Certain Transactions" in the documents
     incorporated by reference in this prospectus.

                                                            23

<PAGE>



                         Description of the 7.25% Notes


The new 7.25% notes will be issued under an indenture between Qwest and Bankers
Trust Company, as trustee under the indenture. Copies of the indenture are
available from Qwest on request.

The new 7.25% notes and the old 7.25% notes are considered together to be a
single class for all purposes under the indenture, including waivers,
amendments, redemptions and offers to purchase.

The following summary of certain provisions of the indenture is not complete and
is subject to the Trust Indenture Act of 1939, and to all of the provisions of
the indenture, including the definitions of certain terms in the indenture and
those terms made a part of the indenture by reference to the Trust Indenture
Act, as in effect on the date of the indenture. The definitions of certain
capitalized terms used in the following summary are set forth below under
"--Certain Definitions."

The new 7.25% notes will be senior unsecured obligations of Qwest, ranking equal
in right of payment with all existing and future senior unsecured debt of Qwest,
and will be senior in right of payment to all existing and future debt of Qwest
that is subordinated in right of payment to the 7.25% notes. As of December 31,
1998, Qwest had $1,927.8 million of debt outstanding, not counting debt of
Qwest's subsidiaries. None of Qwest's debt is secured or subordinated.

The operations of Qwest are conducted through its subsidiaries and, therefore,
Qwest depends on cash flow from those entities to meet its obligations. Qwest's
subsidiaries no direct obligation to pay amounts due on the 7.25% notes and have
not guaranteed the 7.25% notes. As a result, the 7.25% notes effectively will be
subordinated to all existing and future third-party debt and other liabilities
of Qwest's subsidiaries, including trade payables. As of December 31, 1998, the
total liabilities of Qwest's subsidiaries, after the elimination of loans and
advances by Qwest to its subsidiaries, would have been approximately $1,901.6
million. Approximately $30.4 million of our subsidiaries' debt was secured by
the assets of the borrowing subsidiaries. See "Description of Certain
Indebtedness." Qwest expects that it or its subsidiaries will incur substantial
additional debt in the future. Any rights of Qwest and its creditors, including
the holders of 7.25% notes, to participate in the assets of any of Qwest's
subsidiaries upon any liquidation or reorganization of any subsidiary will be
subject to the prior claims of that subsidiary's creditors, including trade
creditors.

Principal, Maturity and Interest

The 7.25% notes are limited in aggregate principal amount to $300,000,000 and
mature on November 1, 2008. Interest on the 7.25% notes will accrue at a rate of
7.25% per year and will be payable semiannually in arrears on May 1 and November
1 of each year, beginning May 1, 1999, to the holders of record on the
immediately prior April 15 and October 15. Interest will be computed on the
basis of a 360-day year with twelve 30-day months. Payments on the 7.25% notes
will be made and the 7.25% notes may be transferred at the office or agency of
Qwest, which initially will be the offices of the trustee. At the option of
Qwest, interest may be paid by check mailed to the registered holders at their
registered addresses. The 7.25% notes will be issued without coupons and in
fully registered form only, in minimum denominations of $1,000 and integral
multiples. No service charge will be made for any registration of transfer of
the 7.25% notes, but Qwest may require payment to cover any transfer tax or
similar governmental charge. The interest rate on the 7.25% notes is subject to
increase as described under "Exchange Offer; Registration Rights." All
references in this description of the 7.25% notes to interest on the 7.25% notes
includes any increased interest.


                                                            24

<PAGE>



Book-Entry System

The new 7.25% notes will initially be issued in the form of global securities
held in book-entry form. The new 7.25% notes will be deposited with the trustee
as custodian for the Depository Trust Company, and DTC or its nominee will
initially be the sole registered holder of the new 7.25% notes. Except as set
forth below, a global security may not be transferred except as a whole by DTC
to a nominee of DTC or by a nominee of DTC to DTC.

When a global security is issued, DTC or its nominee will credit, on its
internal system, the accounts of persons holding through it with the principal
amounts of the individual beneficial interest represented by the global security
purchased by those persons in the offering of the new 7.25% notes. The accounts
were initially designated by the initial purchaser of the old 7.25% notes with
respect to old 7.25% notes sold by the initial purchaser.

Only participants that have accounts with DTC or persons that hold interests
through participants can own beneficial interests in a global security.
Ownership of beneficial interests by participants in a global security will be
shown on records maintained by DTC or its nominee for the global security, and
that ownership interest will be transferred only through those records.
Ownership of beneficial interests in the global security by persons that hold
through participants will be shown on records maintained by the participant, and
the transfer of that ownership interest within the participant will occur only
through the participant's records.

The laws of some jurisdictions require that certain purchasers of securities
take physical delivery of the securities in definitive form. Those limits and
laws may make it more difficult to transfer beneficial interests in a global
security. Qwest will make payments on new 7.25% notes represented by any global
security to DTC or its nominee as the sole registered owner and the sole holder
of the new 7.25% notes represented by the global security. None of Qwest, the
trustee, any agent of Qwest or the initial purchaser will have any
responsibility for any aspect of DTC's reports relating to beneficial ownership
interests in a global security representing any new 7.25% notes or for reviewing
any of DTC's records relating to the beneficial ownership interests. DTC has
advised Qwest that upon receipt of any payment on any global security, DTC will
immediately credit, on its book-entry registration and transfer system, the
accounts of participants with payments in amounts proportionate to their
beneficial interests in the principal or face amount of the global security.
Qwest expects that payments by participants to owners of beneficial interests in
a global security held through those participants will be governed by standing
instructions and customary practices as is now the case with securities held for
customer accounts registered in "street name" and will be the sole
responsibility of the participants.

So long as DTC or its nominee is the registered owner of the global security,
DTC or the nominee will be considered the sole owner or holder of the new 7.25%
notes represented by the global security for the purposes of receiving payment
on the new 7.25% notes, receiving notices and for all other purposes under the
indenture and the new 7.25% notes. Except as provided above, owners of
beneficial interests in a global security will not be considered the holders of
the global security for any purposes under the indenture. Accordingly, each
person owning a beneficial interest in a global security must rely on the
procedures of DTC and, if the person is not a participant, on the procedures of
the participant through which the person owns its interest, to exercise any
rights of a holder under the indenture. Qwest understands that under existing
industry practices, if Qwest requests any action of holders or an owner of a
beneficial interest in a global security wants to take any action that a holder
is entitled to take under the indenture, DTC would authorize the participants
holding the beneficial interest to take that action, and the participants would
authorize beneficial owners owning through the participants to take the action
on the instructions of beneficial owners owning through them. DTC has advised
Qwest that it will take any action permitted to be taken by a holder of new
7.25% notes only at the direction of a participant to whose account with DTC
interests in the global security are credited and only as to the portion of the
aggregate principal amount of the new 7.25% notes as to which the participant
has given that direction.


                                                            25

<PAGE>



DTC has advised Qwest that DTC is a limited-purpose trust company organized
under the Banking Law of the State of New York, a "banking organization" within
the meaning of New York Banking Law, a member of the Federal Reserve System, a
"clearing corporation" within the meaning of the New York Uniform Commercial
Code and a "clearing agency" registered under the Exchange Act. DTC was created
to hold the securities of its participants and to facilitate the clearance and
settlement of securities transactions among its participants in the securities
through electronic book-entry changes in accounts of the participants. This
eliminates the need for physical movement of securities certificates. DTC's
participants include securities brokers and dealers, banks, trust companies,
clearing corporations and certain other organizations, some of whom own DTC.
Access to DTC's book-entry system is also available to others, such as banks,
brokers, dealers and trust companies that clear through or maintain a custodial
relationship with a participant.

Certificated New 7.25% Notes

New  7.25% notes represented by a global security are exchangeable for
     certificated new 7.25% notes only if: o DTC notifies Qwest that it is
     unwilling or unable to continue as a depository for the global security or
     if
     o        at any time DTC ceases to be a registered clearing agency, and a 
              successor depository is not appointed by Qwest within 90 days;

     o        Qwest notifies the trustee that the global security will be so
              transferable, registrable and exchangeable; or

     o        an event of default with respect to the new 7.25% notes has 
              occurred and is continuing.

Any global security that is exchangeable for certificated new 7.25% notes under
the preceding sentence will be transferred to, and registered and exchanged for,
certificated new 7.25% notes in authorized denominations and registered in names
that DTC or its nominee holding the global security may direct. Subject to the
foregoing, a global security is not exchangeable, except for a global security
of the same denomination to be registered in the name of DTC or its nominee. If
a global security becomes exchangeable for certificated new 7.25% notes:

     o        certificated new 7.25% notes will be issued only in fully 
              registered form  in denominations of $1,000 or integral multiples,

     o        payments will be made and transfers will be registered at the 
              office or agency of Qwest maintained for that purposes and

     o        no service charge will be made for any issuance of the
              certificated new 7.25% notes, although Qwest may require payment
              to cover any tax or governmental charge imposed.

Optional Redemption

The 7.25% notes will be subject to redemption at the option of Qwest, in whole
or in part, at any time on not less than 30 and not more than 60 days' prior
notice at a redemption price equal to the principal amount plus any accrued and
unpaid interest to the redemption date plus the Applicable Make-Whole Premium.

For purposes of this "Optional Redemption" provision, the following definitions
apply:

"Applicable Make-Whole Premium" means, with respect to any 7.25% note, the 
excess of:

     o        the present value at the redemption date of the required interest
              and principal payments due on the 7.25% note, computed using a
              discount rate equal to the Treasury Rate plus 37.5 basis points,
              over

                                                            26

<PAGE>



     o        the then outstanding principal amount of the 7.25% note.

"Treasury Rate" means, with respect to any redemption date, the rate per annum
equal to the semiannual equivalent yield to maturity of the Comparable Treasury
Issue (as defined below), assuming a price for the Comparable Treasury Issue,
expressed as a percentage of its principal amount, equal to the Comparable
Treasury Price (as defined below) for the redemption date.

"Comparable Treasury Issue" means the United States Treasury security selected
by a Reference Treasury Dealer (as defined below) appointed by Qwest as having a
maturity comparable to the remaining term of the 7.25% notes to be redeemed that
would be utilized, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of
comparable maturity to the remaining term of the 7.25% notes.

"Comparable Treasury Price" means, with respect to any redemption date:

     o        the average of the bid and asked prices for the Comparable
              Treasury Issue on the third business day preceding the redemption
              date, as set forth in the daily statistical release (or any
              successor release) published by the Federal Reserve Bank of New
              York and designated "Composite 3:30 p.m. Quotations for U.S.
              Government Securities." In each case prices are expressed as a
              percentage of the principal amount; or

     o        if the release (or any successor release) is not published or does
              not contain the prices on that business day,

     o        the average of the Reference Treasury Dealer Quotations (as
              defined below) for the redemption date, after excluding the
              highest and lowest Reference Treasury Dealer Quotations, or

     o        if Qwest obtains fewer than four Reference Treasury Dealer
              Quotations, the average of all Quotations.

"Reference Treasury Dealer Quotations" means, with respect to each Reference
Treasury Dealer and any redemption date, the average, as determined by Qwest of
the bid and asked prices for the Comparable Treasury Issue quoted in writing to
Qwest by that Reference Treasury Dealer at 5:00 p.m. on the third business day
preceding that redemption date. In each case prices are expressed as a
percentage of the principal amount

"Reference Treasury Dealer" means each of Salomon Smith Barney Inc., Merrill
Lynch, Pierce, Fenner & Smith Incorporated, Donaldson Lufkin & Jenrette
Securities Corporation and Lehman Brothers Inc. and their respective successors;
provided, however, that if any of the foregoing shall cease to be a primary U.S.
Government securities dealer in The City of New York, Qwest shall substitute
another.

Mandatory Redemption

Except as set forth under "--Certain Covenants--Change of Control" and
"--Certain Covenants-- Limitation on Asset Dispositions," Qwest is not required
to make mandatory redemption payments or sinking fund payments with respect to
the 7.25% notes.

Certain Covenants

Suspended Covenants

During any period of time that:


                                                            27

<PAGE>



     o        the ratings assigned to the 7.25% notes by both the Rating 
              Agencies are Investment Grade Ratings and

     o        no default has occurred and is continuing under the indenture,

Qwest and its Restricted Subsidiaries will not be subject to the following
Suspended Covenants:

  "--Limitation on Consolidated Debt,"

  "--Limitation on Debt and Preferred Stock of Restricted Subsidiaries,"

  "--Limitation  on  Restricted  Payments,"

  "--Limitation  on  Dividend  and  Other  Payment  Restrictions  Affecting 
     Restricted Subsidiaries,"

  "--Limitation on Issuances of Certain  Guarantees by, and Debt Securities of, 
     Restricted Subsidiaries,"

  "--Limitation on Asset Dispositions,"

  "--Limitation  on  Issuances  and Sales of  Capital  Stock of  Restricted
     Subsidiaries,"

  "--Transactions with Affiliates and other Related Persons,"

  clause (ii) of "--Limitation on Sale and Leaseback Transactions" and

  clause (d) of "--Mergers, Consolidations and Certain Sales of Assets."

If Qwest and its Restricted Subsidiaries are not subject to the Suspended
Covenants with respect to the 7.25% notes for any period of time as a result of
the preceding sentence and, subsequently, one or both Rating Agencies withdraws
or downgrades the ratings assigned to the 7.25% notes below the required
Investment Grade Ratings, then Qwest and its Restricted Subsidiaries will again
be subject to the Suspended Covenants and compliance with respect to Restricted
Payments made after the time of the withdrawal or downgrade will be calculated
in accordance with the terms of the covenant described below under "Limitation
on Restricted Payments" as if the covenant had been in effect since the date of
the indenture. Nevertheless, neither

     o        the continued existence, after the date of the withdrawal or
              downgrade, of facts and circumstances or obligations that were
              Incurred or otherwise came into existence during a Suspension
              Period nor

     o        the performance of any of those obligations,

shall constitute a breach of any covenant set forth in the indenture or cause a
default or event of default;

provided that

     o        Qwest and its Restricted Subsidiaries did not Incur or otherwise
              cause those facts and circumstances or obligations to exist in
              anticipation of a withdrawal or downgrade below investment grade
              and

     o        Qwest reasonably believed that the Incurrence or actions would not
              result in a withdrawal or downgrade.


                                                            28

<PAGE>



Qwest's anticipation and reasonable belief may be determined by Qwest and shall
be conclusively evidenced by a board resolution to that effect adopted in good
faith by the Board of Directors of Qwest. In reaching its determination, the
Board of Directors may, but need not, consult with the Rating Agencies.

The indenture contains, among others, the following covenants:

Limitation on Consolidated Debt. Qwest may not, and may not permit any
Restricted Subsidiary to, Incur any Debt, unless, after giving effect to the
application of the proceeds of the Debt, no default or event of default would
occur as a consequence of the Incurrence or be continuing following the
Incurrence and either

     o        the ratio of

              o       the aggregate consolidated principal amount of Debt of
                      Qwest outstanding as of the most recent available
                      quarterly or annual balance sheet, after giving pro forma
                      effect to the Incurrence of the Debt and any other Debt
                      Incurred or repaid since the balance sheet date and the
                      receipt and application of the proceeds of the Debt, to

              o       Consolidated Cash Flow Available for Fixed Charges for the
                      four full fiscal quarters next preceding the Incurrence of
                      the Debt for which consolidated financial statements are
                      available, determined on a pro forma basis as if the Debt
                      had been Incurred and the proceeds of the Debt had been
                      applied at the beginning of the four fiscal quarters,

              would be less than 5.5 to 1.0 for Debt Incurred on or prior to
              April 1, 2000 and 5.0 to 1.0 for Debt Incurred after that date, or

     o        Qwest's Consolidated Capital Ratio as of the most recent available
              quarterly or annual balance sheet, after giving pro forma effect
              to the Incurrence of the Debt and any other Debt Incurred or
              repaid since that balance sheet date and the receipt and
              application of the proceeds of the Debt, is less than 2.0 to 1.0.

As of December 31, 1998, Qwest's Consolidated Capital Ratio was approximately
0.6 to 1.0.

Despite the foregoing limitation, Qwest and any Restricted Subsidiary may Incur
any and all of the following, each of which shall be given independent effect:

     o        Debt under the 7.25% notes, the indenture and any Restricted 
              Subsidiary Guarantee;

     o        the sum of

              o       Debt Incurred subsequent to March 31, 1997 under Credit
                      Facilities in an aggregate principal amount at any time
                      outstanding not to exceed $150 million plus

              o       Debt Incurred subsequent to March 31, 1997 under one or
                      more Credit Facilities that are revolving credit
                      facilities in an aggregate principal amount at any time
                      outstanding not to exceed the greater of

                      o   $100 million or

                      o   85% of Eligible Receivables;


                                                            29

<PAGE>



     o        Purchase Money Debt, provided that the amount of the Purchase
              Money Debt does not exceed 100% of the cost of the construction,
              installation, acquisition or improvement of the applicable
              Telecommunications Assets;

     o        Debt owed by Qwest to any Restricted Subsidiary of Qwest or Debt
              owed by a Restricted Subsidiary of Qwest to Qwest or a Restricted
              Subsidiary of Qwest; provided, however, that upon either

              o       the transfer or other disposition by that Restricted
                      Subsidiary or Qwest of any Debt so permitted to a Person
                      other than Qwest or another Restricted Subsidiary of Qwest
                      or

              o       the issuance, sale, lease, transfer or other disposition
                      of shares, other than directors' qualifying shares, of
                      Capital Stock of that Restricted Subsidiary to a Person
                      other than Qwest or another Restricted Subsidiary,

              the provisions of this clause shall no longer be applicable to the
              Debt and the Debt shall be deemed to have been Incurred by the
              issuer of the Debt at the time of the transfer or other
              disposition;

     o         Debt Incurred to renew, extend, refinance, defease or refund
               (each, a "refinancing") the 7.25% notes, the notes issued under
               the Qwest's other senior note indentures or Purchase Money Debt,
               subject to the limitation set forth above, in an aggregate
               principal amount not to exceed the aggregate principal amount of
               and accrued interest on the Debt so refinanced plus the amount of
               any premium required to be paid in connection with the
               refinancing under the terms of the Debt so refinanced or the
               amount of any premium reasonably determined by the board of
               directors of as necessary to accomplish the refinancing by means
               of a tender offer or privately negotiated repurchase, plus the
               expenses of Qwest Incurred in connection with the refinancing;
               provided, however, that Debt the proceeds of which are used to
               refinance the 7.25% notes or Debt which is equal to the 7.25%
               notes or Debt which is subordinate in right of payment to the
               7.25% notes shall only be permitted under this clause if

              o       in the case of any refinancing of the 7.25% notes or Debt
                      which is equal to the 7.25% notes, the refinancing Debt is
                      made equal to the 7.25% notes or constitutes Subordinated
                      Debt, and, in the case of any refinancing of Subordinated
                      Debt, the refinancing Debt constitutes Subordinated Debt
                      and

              o       in any case, the refinancing Debt by its terms, or by the 
                      terms of any agreement or instrument under which the Debt 
                      is issued,

              o       does not provide for payments of principal of the Debt at
                      stated maturity or by way of a sinking fund applicable to
                      the Debt or by way of any mandatory redemption,
                      defeasance, retirement or repurchase of the Debt by Qwest,
                      including any redemption, retirement or repurchase which
                      is contingent upon events or circumstances, but excluding
                      any retirement required by virtue of the acceleration of
                      any payment with respect to the Debt upon any event of
                      default, in each case prior to the time the same are
                      required by the terms of the Debt being refinanced and

              o       does not permit redemption or other retirement, including
                      in an offer to purchase made by Qwest, of the Debt at the
                      option of the holder of the Debt prior to the time the
                      same are required by the terms of the Debt being
                      refinanced, other than a redemption or other retirement at
                      the option of the holder of the Debt, including in an
                      offer to purchase made by Qwest, which is conditioned upon
                      a change of control under provisions substantially similar
                      to those described under "--Change of Control";


                                                            30

<PAGE>



     o        Debt consisting of Permitted Interest Rate and Currency Protection
              Agreements;

     o        Debt secured by Receivables originated by Qwest or any Restricted
              Subsidiary and related assets, provided that the Debt is
              nonrecourse to Qwest and any of its other Restricted Subsidiaries
              and provided further that Receivables shall not be available at
              any time to secure Debt of Qwest under this clause to the extent
              that they are used at that time as the basis for the Incurrence of
              Debt in excess of $100 million as described above; and

     o        Debt not otherwise permitted to be Incurred as described above,
              which, together with any other outstanding Debt Incurred under
              this clause, has an aggregate principal amount not in excess of
              $25 million at any time outstanding.

Limitation on Debt and Preferred Stock of Restricted Subsidiaries. Qwest may not
permit any Restricted Subsidiary that is not a Guarantor to Incur any Debt or
issue any Preferred Stock except any and all of the following, each of which
shall be given independent effect:

     o        Restricted Subsidiary Guarantees;

     o        Debt of Restricted Subsidiaries under Credit Facilities permitted 
              to be Incurred as described above;

     o        Purchase Money Debt of Restricted Subsidiaries permitted to be 
              Incurred as described above;

     o        Debt owed by a Restricted Subsidiary of Qwest to Qwest or a
              Restricted Subsidiary of Qwest permitted to be Incurred as
              described above;

     o        Debt of Restricted Subsidiaries consisting of Permitted Interest
              Rate and Currency Protection Agreements permitted to be Incurred
              as described above;

     o        Debt of Restricted Subsidiaries secured by Receivables originated
              by Qwest or any Restricted Subsidiary and related assets permitted
              to be Incurred as described above;

     o        Debt of Restricted Subsidiaries permitted to be Incurred as
              described  above;

     o        Preferred Stock issued to and held by Qwest or a Restricted 
              Subsidiary;

     o        Debt Incurred or Preferred Stock issued by a Person prior to the 
              time:

              o       the Person became a Restricted Subsidiary,

              o       the Person merges into or consolidates with a Restricted
                      Subsidiary or

              o       another Restricted Subsidiary merges into or consolidates
                      with the Person in a transaction in which the Person
                      becomes a Restricted Subsidiary, and

              the Debt or Preferred Stock was not Incurred or issued in 
              anticipation of the transaction and was outstanding prior to the 
              transaction; and

     o        Debt or Preferred Stock which is exchanged for, or the proceeds of
              which are used to renew, extend, refinance, defease, refund or
              redeem any Purchase Money Debt of a Restricted Subsidiary
              permitted to be Incurred as described above or any Debt or
              Preferred Stock of a Restricted Subsidiary permitted to

                                                            31

<PAGE>



              be Incurred as described above, or any extension or renewal (a
              "refinancing"), in an aggregate principal amount, in the case of
              Debt, or with an aggregate liquidation preference, in the case of
              Preferred Stock, not to exceed:

              o       the aggregate principal amount of the Debt so refinanced 
                      or the aggregate liquidation preference of the Preferred 
                      Stock so refinanced, plus

              o       the amount of any premium required to be paid in
                      connection with the refinancing under the terms of the
                      Debt or Preferred Stock so refinanced or the amount of any
                      premium reasonably determined by Qwest as necessary to
                      accomplish the refinancing by means of a tender offer or
                      privately negotiated repurchase, plus

              o       the amount of expenses of Qwest and the applicable
                      Restricted Subsidiary Incurred in connection with the
                      tender offer or privately negotiated repurchase, and

              provided the Debt or Preferred Stock Incurred or issued upon the
              refinancing, by its terms, or by the terms of any agreement or
              instrument under which the Debt or Preferred Stock is Incurred or
              issued:

              o       does not provide for payments of principal or liquidation
                      value at the stated maturity of the Debt or Preferred
                      Stock or by way of a sinking fund applicable to the Debt
                      or Preferred Stock or by way of any mandatory redemption,
                      defeasance, retirement or repurchase of the Debt or
                      Preferred Stock by Qwest or any Restricted Subsidiary,
                      including any redemption, retirement or repurchase which
                      is contingent upon events or circumstances, but excluding
                      any retirement required by virtue of acceleration of the
                      Debt upon an event of default, in each case prior to the
                      time the same are required by the terms of the Debt or
                      Preferred Stock being refinanced and

              o       does not permit redemption or other retirement, including
                      in an offer to purchase made by Qwest or a Restricted
                      Subsidiary, of the Debt or Preferred Stock at the option
                      of the holder prior to the stated maturity of the Debt or
                      Preferred Stock being refinanced, other than a redemption
                      or other retirement at the option of the holder of the
                      Debt or Preferred Stock, including in an offer to purchase
                      made by Qwest or a Restricted Subsidiar, which is
                      conditioned upon the change of control of Qwest under
                      provisions substantially similar to those contained in the
                      indenture described under "--Change of Control," and

              provided further that in the case of any exchange or redemption of
              Preferred Stock of a Restricted Subsidiary, the Preferred Stock
              may only be exchanged for or redeemed with Preferred Stock of the
              Restricted Subsidiary.

Limitation on Restricted Payments. Qwest may not, and may not permit any
Restricted Subsidiary to, do any of the following (a "Restricted Payment") :

     o        declare or pay any dividend, or make any distribution, in respect
              of its Capital Stock or to the holders, excluding any dividends or
              distributions which are made solely to Qwest or a Restricted
              Subsidiary and, if the Restricted Subsidiary is not a Wholly Owned
              Subsidiary, to the other stockholders of the Restricted Subsidiary
              on a pro rata basis, or any dividends or distributions payable
              solely in shares of its Capital Stock other than Disqualified
              Stock or in options, warrants or other rights to acquire its
              Capital Stock other than Disqualified Stock;

     o        purchase, redeem, or otherwise retire or acquire for value


                                                            32

<PAGE>



              o       any Capital Stock of Qwest, any Restricted Subsidiary or 
                      any Related Person of Qwest, other than a permitted 
                      refinancing, or

              o       any options, warrants or rights to purchase or acquire
                      shares of Capital Stock of Qwest, any Restricted
                      Subsidiary or any Related Person of Qwest or

              o       any securities convertible or exchangeable into shares of
                      Capital Stock of Qwest, any Restricted Subsidiary or any
                      Related Person of Qwest,

              other than a permitted refinancing, except any purchase,
              redemption or retirement or acquisition for value paid to Qwest or
              a Restricted Subsidiary, or, in the case of any purchase,
              redemption or other retirement or acquisition for value with
              respect to a Restricted Subsidiary that is not a Wholly Owned
              Subsidiary, paid to Qwest or a Restricted Subsidiary, or to the
              other stockholders of the Restricted Subsidiary that is not a
              Wholly Owned Subsidiary, on a pro rata basis;

     o        make any Investment in, or payment on a Guarantee of any 
              obligation of, any Person, other than Qwest or a Restricted 
              Subsidiary; and

     o        redeem, defease, repurchase, retire or otherwise acquire or retire
              for value, prior to any scheduled maturity, repayment or sinking
              fund payment, Debt of Qwest which is subordinate in right of
              payment to the 7.25% notes, other than a permitted refinancing,

if:

     o        an event of default, or an event that with the passing of time or
              the giving of notice, or both, would constitute an event of
              default, shall have occurred and be continuing, or

     o        upon giving effect to the Restricted Payment, Qwest could not
              Incur at least $1.00 of additional Debt under the terms of the
              indenture described in "--Limitation on Consolidated Debt" above,
              or

     o        upon giving effect to the Restricted Payment, the aggregate of all
              Restricted Payments from March 31, 1997 exceeds the sum of:

              o       50% of cumulative Consolidated Net Income, or, in the case
                      that Consolidated Net Income shall be negative, 100% of
                      the negative amount, since the end of the last full fiscal
                      quarter prior to March 31, 1997 through the last day of
                      the last full fiscal quarter ending at least 45 days prior
                      to the date of the Restricted Payment,

              o       plus $5 million,

              o       less, in the case of any Designation with respect to a
                      Restricted Subsidiary that was made after March 31, 1997,
                      an amount equal to the Designation Amount with respect to
                      the Restricted Subsidiary,

              o       plus, in the case of any Revocation made after March 31,
                      1997, an amount equal to the lesser of the Designation
                      Amount with respect to the Subsidiary with respect to
                      which the Designation was made or the Fair Market Value of
                      the Investment of Qwest and its Restricted Subsidiaries in
                      the Subsidiary at the time of Revocation; provided,
                      however, that Qwest or a Restricted Subsidiary of Qwest
                      may make any Restricted Payment with the aggregate net
                      cash proceeds received after March 31, 1997 as capital
                      contributions to Qwest or from the issuance, other than

                                                            33

<PAGE>



                      to a Subsidiary, of Capital Stock other than Disqualified
                      Stock of Qwest and warrants, rights or options on Capital
                      Stock other than Disqualified Stock of Qwest and the
                      principal amount of Debt of Qwest that has been converted
                      into Capital Stock other than Disqualified Stock and other
                      than by a Subsidiary of Qwest after March 31, 1997.

In April 1999, Qwest and KPN formed a joint venture company to create a
pan-European Internet protocol-based fiber optic network linked to the Qwest
Network in North America for data, video and voice services. Qwest anticipates
that any contributions that it makes to the joint venture would constitute
Restricted Payments which could be made under the indenture.

Notwithstanding the foregoing limitation,

     o        Qwest and any Restricted Subsidiary may make Permitted 
              Investments;

     o        Qwest may pay any dividend on Capital Stock of any class of Qwest
              within 60 days after the declaration of the dividend if, on the
              date when the dividend was declared, Qwest could have paid the
              dividend in accordance with the foregoing provisions;

     o        Qwest may repurchase any shares of its Common Stock or options to
              acquire its Common Stock from Persons who were formerly directors,
              officers or employees of Qwest or any of its Subsidiaries or
              Affiliates, provided that the aggregate amount of all the
              repurchases made under this clause shall not exceed $1 million in
              any twelve-month period;

     o        Qwest and any Restricted Subsidiary may refinance any Debt as
              permitted under "--Limitation on Consolidated Debt" above or
              "--Limitation on Debt and Preferred Stock of Restricted
              Subsidiaries" above; and

     o        Qwest and any Restricted Subsidiary may retire or repurchase any
              Capital Stock of Qwest or of any Restricted Subsidiary in exchange
              for, or out of the proceeds of the substantially concurrent sale,
              other than to a Subsidiary of Qwest, of Capital Stock other than
              Disqualified Stock of Qwest.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted
Subsidiaries. Qwest may not, and may not permit any Restricted Subsidiary to,
directly or indirectly, create or otherwise cause or suffer to exist or become
effective any consensual encumbrance or restriction on the ability of any
Restricted Subsidiary:

     o        to pay dividends, in cash or otherwise, or make any other
              distributions in respect of its Capital Stock owned by Qwest or
              any other Restricted Subsidiary or pay any Debt or other
              obligation owed to Qwest or any other Restricted Subsidiary;

     o        to make loans or advances to Qwest or any other Restricted 
              Subsidiary; or

     o        to transfer any of its property or assets to Qwest or any other 
              Restricted Subsidiary.

Notwithstanding the foregoing limitation, Qwest may, and may permit any
Restricted Subsidiary to, create or otherwise cause or suffer to exist any
encumbrance or restriction:

     o        under any agreement in effect on March 31, 1997;

     o        any customary encumbrance or restriction applicable to a
              Restricted Subsidiary that is contained in an agreement or
              instrument governing or relating to Debt contained in any Credit
              Facilities or Purchase

                                                            34

<PAGE>



              Money Debt, provided that the provisions of the agreement permit
              the payment of interest and mandatory payment or prepayment of
              principal under the terms of the indenture and the 7.25% notes and
              other Debt that is solely an obligation of Qwest, but provided
              further that the agreement may nevertheless contain customary net
              worth, leverage, invested capital and other financial covenants,
              customary covenants regarding the merger of or sale of all or any
              substantial part of the assets of Qwest or any Restricted
              Subsidiary, customary restrictions on transactions with
              Affiliates, and customary subordination provisions governing Debt
              owed to Qwest or any Restricted Subsidiary;

     o        under an agreement relating to any Acquired Debt, which
              encumbrance or restriction is not applicable to any Person, or the
              properties or assets of any Person, other than the Person so
              acquired;

     o        under an agreement effecting a renewal, refunding, permitted
              refinancing or extension of Debt Incurred under an agreement
              referred to above in the three preceding clauses, provided,
              however, that the provisions contained in the renewal, refunding
              or extension agreement relating to the encumbrance or restriction
              are no more restrictive in any material respect than the
              provisions contained in the agreement;

     o        in the case of a transfer of any of its property or assets to
              Qwest or any other Restricted Subsidiary, restrictions contained
              in any security agreement, including a Capital Lease Obligation,
              securing Debt of Qwest or a Restricted Subsidiary otherwise
              permitted under the indenture, but only to the extent the
              restrictions restrict the transfer of the property subject to the
              security agreement;

     o        in the case of a transfer of any of its property or assets to
              Qwest or any other Restricted Subsidiary, customary nonassignment
              provisions entered into in the ordinary course of business in
              leases and other agreements and customary restrictions contained
              in asset sale agreements limiting the transfer of the property or
              assets pending the closing of the sale;

     o        any restriction with respect to a Restricted Subsidiary imposed
              under an agreement which has been entered into for the sale or
              disposition of all or substantially all of the Capital Stock or
              assets of the Restricted Subsidiary, provided that the closing of
              the transaction would not result in a default or an event of
              default, that the restriction terminates if the transaction is not
              consummated and that the closing or abandonment of the transaction
              occurs within one year of the date the agreement was entered into;

     o        under applicable law; and

     o        under the indenture, the 7.25% notes, Qwest's other senior note
              indentures and the notes outstanding under the other senior note
              indentures.

Limitation on Liens. Qwest may not, and may not permit any Restricted Subsidiary
to, Incur or suffer to exist any Lien on or with respect to any property or
assets now owned or acquired after March 31, 1997 to secure any Debt without
making, or causing the Restricted Subsidiary to make, effective provision for
securing the 7.25% notes (x) equally and ratably with the Debt as to the
property for so long as the Debt will be so secured or (y) in the event the Debt
is Debt of Qwest which is subordinate in right of payment to the 7.25% notes,
prior to the Debt as to the property for so long as the Debt will be so secured.


The foregoing restrictions shall not apply to:

     o        Liens existing on March 31, 1997 and securing Debt outstanding on 
              March 31, 1997;

                                                            35

<PAGE>



     o        Liens in favor of Qwest or any Restricted Subsidiary;

     o        Liens to secure the 7.25% notes;

     o        Liens to secure Restricted Subsidiary Guarantees;

     o        Liens to secure Debt under Credit Facilities permitted to be
              Incurred as described under "--Limitation on Consolidated Debt";

     o        Liens on real or personal property of Qwest or a Restricted
              Subsidiary constructed, installed, acquired or constituting
              improvements made after the date of original issuance of the 7.25%
              notes to secure Purchase Money Debt permitted to be Incurred under
              clause (iii) of paragraph (b) of "--Limitation on Consolidated
              Debt"; provided, however, that:

              o       the principal amount of any Debt secured by a Lien does
                      not exceed 100% of the purchase price or cost of
                      construction, installation or improvement of the property
                      subject to the Lien,

              o       the Lien attaches to the property prior to, at the time of
                      or within 270 days after the acquisition, the completion
                      of construction, installation or improvement or the
                      commencement of operation of the property and

              o       the Lien does not extend to or cover any property other
                      than the specific item of property (or portion of the
                      property) acquired, constructed, installed or constituting
                      the improvements financed by the proceeds of the Purchase
                      Money Debt;

     o        Liens to secure Acquired Debt, provided, however, that:

              o       the Lien attaches to the acquired asset prior to the time 
                      of the acquisition of the asset; and

              o       the  Lien does not extend to or cover any other asset;

     o        Liens to secure Debt Incurred to extend, renew, refinance or
              refund, or successive extensions, renewals, refinancings or
              refundings, in whole or in part, Debt secured by any Lien
              permitted by the foregoing clauses, so long as the Lien does not
              extend to any other property and the principal amount of Debt so
              secured is not increased except as otherwise permitted for
              refinancing as described under "--Limitation on Consolidated Debt"
              above or "--Limitation on Debt and Preferred Stock of Restricted
              Subsidiaries" above;

     o        Liens to secure debt consisting of Permitted Interest Rate and
              Currency Protection Agreements permitted to be Incurred as
              described under "--Limitation on Consolidated Debt";

     o        Liens to secure Debt secured by Receivables permitted to be 
              Incurred as described under "--Limitation on Consolidated Debt";

     o        Liens to secure Debt of Restricted Subsidiaries permitted to be 
              Incurred as described under "--Limitation on Consolidated Debt";

     o        Liens not otherwise permitted in an amount not to exceed 5% of 
              Qwest's Consolidated Tangible Assets; and


                                                            36

<PAGE>



     o        Permitted Liens.

Limitation on Issuances of Certain Guarantees by, and Debt Securities of,
Restricted Subsidiaries. Qwest may not:

     o        permit any Restricted Subsidiary to, directly or indirectly, 
              guarantee any Debt Securities of Qwest or

     o        permit any Restricted Subsidiary to issue any Debt Securities

unless, in either case, the Restricted Subsidiary simultaneously signs and
delivers Restricted Subsidiary Guarantees providing for a Guarantee of payment
of the 7.25% notes.

Limitation on Sale and Leaseback Transactions. Qwest may not, and may not permit
any Restricted Subsidiary to, directly or indirectly, enter into, assume,
Guarantee or otherwise become liable with respect to any Sale and Leaseback
Transaction, other than a Sale and Leaseback Transaction between Qwest or a
Restricted Subsidiary on the one hand and a Restricted Subsidiary or Qwest on
the other hand, unless:

     o        Qwest or the Restricted Subsidiary would be entitled to Incur a
              Lien to secure Debt by reason of the provisions described under
              "--Limitation on Liens" above, equal in amount to the Attributable
              Value of the Sale and Leaseback Transaction without equally and
              ratably securing the 7.25% notes and

     o        the Sale and Leaseback Transaction is treated as an Asset
              Disposition and all of the conditions of the indenture described
              under "--Limitation on Asset Dispositions" below, including the
              provisions concerning the application of Net Available Proceeds,
              are satisfied with respect to the Sale and Leaseback Transaction,
              treating all of the consideration received in the Sale and
              Leaseback Transaction as Net Available Proceeds for purposes of
              the covenant.

Limitation on Asset Dispositions. Qwest may not, and may not permit any
Restricted Subsidiary to, make any Asset Disposition unless:

     o        Qwest or the Restricted Subsidiary, as the case may be, receives
              consideration for the disposition at least equal to the Fair
              Market Value for the assets sold or disposed of as determined by
              the board of directors of Qwest in good faith and evidenced by a
              resolution of the board of directors of Qwest filed with the
              trustee; and

     o        at least 75% of the consideration for the disposition consists of
              cash or Cash Equivalents or the assumption of Debt of Qwest, other
              than Debt that is subordinated to the 7.25% notes, or of the
              Restricted Subsidiary and release from all liability on the Debt
              assumed.

If the aggregate amount of Net Available Proceeds within any 12-month period
exceeds $5 million, then all Net Available Proceeds shall be applied within 360
days of the last Asset Disposition:

     o        first, to the permanent repayment or reduction of Debt then
              outstanding under any Credit Facility, to the extent the
              agreements would require the application or prohibit payments
              under the next clause;

     o        second, to the extent of remaining Net Available Proceeds, to make
              an offer to purchase outstanding 7.25% notes at a price in cash
              equal to 100% of the principal amount plus accrued and unpaid
              interest to the purchase date and, to the extent required by its
              terms, any other Debt of Qwest that is equal in ranking with the
              7.25% notes at a price no greater than 100% of the principal
              amount plus accrued and unpaid interest to the purchase date, or
              100% of the accreted value plus accrued and unpaid interest and
              premium, if any, to the purchase date in the case of original
              issue discount Debt;

                                                            37

<PAGE>



     o        third, to the extent of any remaining Net Available Proceeds
              following the completion of the offer to purchase, to the
              repayment of other Debt of Qwest or Debt of a Restricted
              Subsidiary, to the extent permitted under the terms of the Debt;
              and

     o        fourth, to the extent of any remaining Net Available Proceeds, to
              any other use as determined by Qwest which is not otherwise
              prohibited by the indenture.

Limitation on Issuances and Sales of Capital Stock of Restricted Subsidiaries.
Qwest may not, and may not permit any Restricted Subsidiary to, issue, transfer,
convey, sell or otherwise dispose of any shares of Capital Stock of a Restricted
Subsidiary or securities convertible or exchangeable into, or options, warrants,
rights or any other interest with respect to, Capital Stock of a Restricted
Subsidiary to any Person other than Qwest or a Restricted Subsidiary except:

     o        a sale of all of the Capital Stock of the Restricted Subsidiary
              owned by Qwest and any Restricted Subsidiary that complies with
              the provisions described under "--Limitation on Asset
              Dispositions" above to the extent those provisions apply,

     o        in a transaction that results in the Restricted Subsidiary
              becoming a Permitted Joint Venture, provided (x) the transaction
              complies with the provisions described under "--Limitation on
              Asset Dispositions" above to the extent the provisions apply and
              (y) Qwest's remaining Investment in the Permitted Joint Venture
              would have been permitted as a new Investment under the provisions
              of "--Limitation on Restricted Payments" above,

     o        the transfer, conveyance, sale or other disposition of shares 
              required by applicable law or regulation,

     o        if required, the issuance, transfer, conveyance, sale or other 
              disposition of directors' qualifying shares, or

     o        Disqualified Stock issued in exchange for, or upon conversion of,
              or the proceeds of the issuance of which are used to redeem,
              refinance, replace or refund shares of Disqualified Stock of the
              Restricted Subsidiary, provided that the amounts of the redemption
              obligations of the Disqualified Stock shall not exceed the amounts
              of the redemption obligations of, and the Disqualified Stock shall
              have redemption obligations no earlier than those required by, the
              Disqualified Stock being exchanged, converted, redeemed,
              refinanced, replaced or refunded.

Transactions with Affiliates and Related Persons. Qwest may not, and may not
permit any Restricted Subsidiary to, enter into any transaction or series of
related transactions with an Affiliate or Related Person of Qwest, other than
Qwest or a Restricted Subsidiary, including any Investment, unless the
transaction is on terms no less favorable to Qwest or the Restricted Subsidiary
than those that could be obtained in a comparable arm's- length transaction with
an entity that is not an Affiliate or Related Person and is in the best
interests of Qwest or the Restricted Subsidiary, provided that Qwest or any
Restricted Subsidiary may enter into:

     o        transactions under Qwest's existing tax sharing agreement entered
              into with Anschutz Company described under the caption "Certain
              Relationships and Related Transactions" in Qwest's annual report
              on Form 10-K for the year ended December 31, 1997, provided that
              any amendment of, supplement to or substitute for the agreement is
              on terms that are no less favorable to Qwest or the Restricted
              Subsidiary than the existing agreement,

     o        transactions under employee compensation arrangements approved by 
              the board of directors of Qwest, either directly or indirectly, 
              and

                                                            38

<PAGE>



     o        Receivables Sales between Qwest or a Restricted Subsidiary and an
              Affiliate of Qwest or the Restricted Subsidiary, provided that the
              amount and form of the consideration received in the Receivables
              Sales satisfy the provisions of "--Limitation on Asset
              Dispositions."

For any transaction that involves in excess of $10 million but less than or
equal to $15 million, Qwest shall deliver to the trustee an officers'
certificate stating that the transaction satisfies the above criteria.

For any transaction that involves in excess of $15 million, a majority of the
disinterested members of the board of directors of Qwest shall determine that
the transaction satisfies the above criteria and shall evidence a determination
by a board resolution filed with the trustee. If there are n disinterested
members of the board of directors with respect to the transaction, Qwest may
instead file with the trustee a written opinion stating that the transaction
satisfies the above criteria from an investment banking firm of national
standing in the United States which, in the good faith judgment of the board of
directors of Qwest, is independent with respect to Qwest and its Affiliates and
qualified to perform the task.

Change of Control. Within 30 days of the occurrence of a change of control,
Qwest will be required to make an offer to purchase all outstanding 7.25% notes
at a price in cash equal to 101% of the principal amount of the 7.25% notes plus
any accrued and unpaid interest to the purchase date. A "change of control"
means that a Rating Decline has occurred and either:

     o        the sale, conveyance, transfer or lease of all or substantially
              all of the assets of Qwest to any Person or any Persons acting
              together that would constitute a "group" for purposes of Section
              13(d) of the Exchange Act, together with any Affiliates or Related
              Persons, other than any Permitted Holder or any Restricted
              Subsidiary, has occurred;

     o        any Person or group, together with any Affiliates or Related
              Persons, other than any Permitted Holder or any Restricted
              Subsidiary, beneficially owns, within the meaning of Rule 13d-3
              under the Exchange Act, except that a Person will be deemed to
              have beneficial ownership of all shares that the Person has the
              right to acquire, whether the right is exercisable immediately or
              only after the passage of time) at least 50% of the aggregate
              voting power of all classes of Voting Stock of Qwest at a time
              when Permitted Holders own less than or equal to 25% of the
              aggregate voting power of all classes of Voting Stock of Qwest; or

     o        during any period of two consecutive years, Continuing Directors
              no longer are a majority of Qwest's board of directors then in
              office.

The right of the holders to require Qwest to repurchase 7.25% notes upon a
change of control may deter a third party from acquiring Qwest in a transaction
that results in a change of control. If an offer to purchase is made, there can
be no assurance that Qwest will have sufficient funds to pay the Purchase Price
for all 7.25% notes tendered by holders seeking to accept the offer to purchase.
In addition, instruments governing other Debt of Qwest may prohibit Qwest from
purchasing any 7.25% notes prior to their Stated Maturity, including in an offer
to purchase. See "Description of Certain Indebtedness." If an offer to purchase
occurs at a time when Qwest does not have sufficient available funds to pay the
Purchase Price for all 7.25% notes tendered in the offer to purchase or a time
when Qwest is prohibited from purchasing the 7.25% notes and Qwest is unable
either to obtain the consent of the holders of the relevant Debt or to repay the
Debt, an event of default would occur under the indenture. In addition, one of
the events that constitutes a change of control under the indenture is a sale,
conveyance, transfer or lease of all or substantially all of the property of
Qwest.

The indenture will be governed by New York law, and there is no established
definition under New York law of "substantially all" of the assets of a
corporation. Accordingly, if Qwest were to engage in a transaction in which it

                                                            39

<PAGE>



disposed of less than all of its assets, a question of interpretation could
arise as to whether the disposition was of "substantially all" of its assets and
whether Qwest was required to make an offer to purchase. Except as described in
this prospectus with respect to a change of control, the indenture does not
contain any other provisions that permit holders of 7.25% notes to require that
Qwest repurchase or redeem 7.25% notes upon a takeover, recapitalization or
similar restructuring.

Reports. Qwest will file with the trustee on the date on which it files them
with the SEC copies of the annual and quarterly reports and the information,
documents, and other reports that Qwest is required to file with the SEC under
Section 13(a) or 15(d) of the Exchange Act.

If Qwest shall cease to be required to file SEC reports under the Exchange Act,
Qwest will nevertheless continue to file reports with the SEC, unless the SEC
will not accept filing, and the trustee. Qwest will furnish copies of the SEC
reports to the holders of 7.25% notes at the time Qwest is required to file them
with the trustee and will make the information available to investors who
request it in writing.

Limitation on Designations of Unrestricted Subsidiaries. The indenture will
provide that Qwest will not designate any Subsidiary of Qwest, other than a
newly created Subsidiary in which no Investment has previously been made, as an
"Unrestricted Subsidiary" under the indenture (a "Designation") unless:

     o        no default or event of default shall have occurred and be 
              continuing at the time of or after giving effect to the 
              Designation;

     o        immediately after giving effect to the Designation, Qwest would be
              able to Incur $1.00 of Debt under paragraph (a) of "--Limitation
              on Consolidated Debt"; and

     o        Qwest would not be prohibited under the indenture from making an
              Investment at the time of Designation, assuming the effectiveness
              of the Designation, in an amount (the "Designation Amount") equal
              to the Fair Market Value of the net Investment of Qwest or any
              other Restricted Subsidiary in the Restricted Subsidiary on that
              date.

If the Designation is made, Qwest shall be deemed to have made an Investment
constituting a Restricted Payment pursuant to the covenant "--Limitation on
Restricted Payments" for all purposes of the indenture in the Designation
Amount.

The indenture further provides that neither Qwest nor any Restricted Subsidiary
shall at any time

     o        provide credit support for, or a guarantee of, any Debt of any
              Unrestricted Subsidiary, including any undertaking, agreement or
              instrument evidencing the Debt; provided that Qwest or a
              Restricted Subsidiary may pledge Capital Stock or Debt of any
              Unrestricted Subsidiary on a nonrecourse basis where the pledgee
              has no claim whatsoever against Qwest other than to obtain the
              pledged property,

     o        be directly or indirectly liable for any Debt of any Unrestricted
              Subsidiary,

except in either case to the extent permitted under "--Limitation on Restricted
Payments" and "--Transactions with Affiliates and Related Persons," or

     o        be directly or indirectly liable for any Debt which provides that
              the holder may, upon notice, lapse of time or both, declare a
              default or cause the payment to be accelerated or payable prior to
              its final scheduled maturity upon the occurrence of a default with
              respect to any Debt of any Unrestricted Subsidiary, including any
              right to take enforcement action against the Unrestricted
              Subsidiary.

                                                            40

<PAGE>



The indenture further provides that a Designation may be revoked (a
"Revocation") by a resolution of the board of directors of Qwest delivered to
the trustee, provided that Qwest will not make any Revocation unless:

     o        no default or event of default shall have occurred and be 
              continuing at the time of and after giving effect to the 
              Revocation; and

     o        all Liens and Debt of the Unrestricted Subsidiary outstanding
              immediately following the Revocation would, if Incurred at the
              time, have been permitted to be Incurred at the time for all
              purposes of the indenture. All Designations and Revocations must
              be evidenced by resolutions of the board of directors of Qwest
              delivered to the trustee certifying compliance with the foregoing
              provisions.

Mergers, Consolidations and Certain Sales of Assets

Qwest may not, in a single transaction or a series of related transactions,

     o        consolidate with or merge into any other Person or Persons or
              permit any other Person to consolidate with or merge into Qwest,
              other than a merger of Qwest Corporation into Qwest in which Qwest
              shall be the surviving Person, or

     o        directly or indirectly, transfer, sell, lease or otherwise dispose
              of all or substantially all of its assets to any other Person or
              Persons unless:

     o        in a transaction in which Qwest is not the surviving Person or in
              which Qwest sells, leases or otherwise disposes of all or
              substantially all of its assets to any other Person, the resulting
              surviving or transferee Person (the "successor entity") is
              organized under the laws of the United States of America or any
              State or the District of Columbia and shall expressly assume, by a
              supplemental indenture signed and delivered to the trustee in form
              satisfactory to the trustee, all of Qwest's respective obligations
              under the indenture;

     o        immediately before and after giving effect to the transaction and
              treating any Debt which becomes an obligation of Qwest or a
              Restricted Subsidiary as a result of the transaction as having
              been Incurred by Qwest or the Restricted Subsidiary at the time of
              the transaction, no default or event of default shall have
              occurred and be continuing;

     o        immediately after giving effect to the transaction, the
              Consolidated Net Worth of Qwest or other successor entity to Qwest
              is equal to or greater than that of Qwest immediately prior to the
              transaction;

     o        immediately after giving effect to the transaction and treating
              any Debt which becomes an obligation of Qwest or a Restricted
              Subsidiary as a result of the transaction as having been Incurred
              by Qwest or the Restricted Subsidiary at the time of the
              transaction, Qwest, including any successor entity to Qwest, could
              Incur at least $1.00 of additional Debt under the provisions of
              the indenture described under "--Limitation on Consolidated Debt"
              above;

     o        if, as a result of any the transaction, property or assets of
              Qwest would become subject to a Lien prohibited by the provisions
              of the indenture described under "--Limitation on Liens" above,
              Qwest or the successor entity to Qwest shall have secured the
              7.25% notes as required by said covenant; and

     o        certain other conditions are met.


                                                            41

<PAGE>



Certain Definitions

Set forth below is a summary of certain of the defined terms used in the
indenture. Reference is made to the indenture for the full definition of all the
terms, as well as any other terms used in this prospectus for which no
definition is provided.

"Acquired Debt" means, with respect to any specified Person:

     o        Debt of any other Person existing at the time the Person merges
              with or into or consolidates with or becomes a Subsidiary of the
              specified Person and

     o        Debt secured by a Lien encumbering any asset acquired by the
              specified Person, which Debt was not incurred in anticipation of,
              and was outstanding prior to, the merger, consolidation or
              acquisition.

"Affiliate" of any Person means any other Person directly or indirectly
controlling or controlled by or under direct or indirect common control with the
Person. For the purposes of this definition, "control" when used with respect to
any Person means the power to direct the management and policies of the Person,
directly or indirectly, whether through the ownership of voting securities, by
contract or otherwise; and the terms "controlling" and "controlled" have
meanings correlative to the foregoing.

"Asset Disposition" means any transfer, conveyance, sale, lease or other
disposition by Qwest or any Restricted Subsidiary in one or more related
transactions occurring within any 12-month period, including a consolidation or
merger or other sale of the Restricted Subsidiary with, into or to another
Person in a transaction in which the Restricted Subsidiary ceases to be a
Restricted Subsidiary of Qwest, but excluding a disposition by a Restricted
Subsidiary to Qwest or a Restricted Subsidiary or by Qwest to a Restricted
Subsidiary, of

     o        shares of Capital Stock or other ownership interests of a
              Restricted Subsidiary, other than as permitted by the provisions
              of the indenture described in clauses (iii), (iv) and (v) under
              the caption "--Limitation on Issuances and Sales of Capital Stock
              of Restricted Subsidiaries",

     o        substantially all of the assets of Qwest or any Restricted 
              Subsidiary representing a division or line of business or

     o        other assets or rights of Qwest or any Restricted Subsidiary
              outside of the ordinary course of business, excluding any
              transfer, conveyance, sale, lease or other disposition of
              equipment that is obsolete or no longer used by or useful to
              Qwest, provided that Qwest has delivered to the trustee an
              officers' certificate stating that the criteria are satisfied;
              provided in each case that the aggregate consideration for the
              transfer, conveyance, sale, lease or other disposition is equal to
              $500,000 or more in any 12-month period and provided further that
              the following shall not be Asset Dispositions:

     o        Permitted Telecommunications Capital Asset Dispositions,

     o        exchanges of Telecommunications Assets for other
              Telecommunications Assets where the Fair Market Value of the
              Telecommunications Assets received is at least equal to the Fair
              Market Value of the Telecommunications Assets disposed of or, if
              less, the difference is received in cash and the cash is Net
              Available Proceeds and

     o        Liens permitted to be Incurred pursuant to the second paragraph 
              under "--Limitation on Liens."


                                                            42

<PAGE>



"Attributable Value" means, as to any particular lease under which any Person is
at the time liable other than a Capital Lease Obligation, and at any date as of
which the amount is to be determined, the total net amount of rent required to
be paid by the Person under the lease during the initial term as determined in
accordance with generally accepted accounting principles, discounted from the
last date of the initial term to the date of determination at a rate per annum
equal to the discount rate which would be applicable to a Capital Lease
Obligation with like term in accordance with generally accepted accounting
principles. The net amount of rent required to be paid under the lease for the
period shall be the aggregate amount of rent payable by the lessee with respect
to the period after excluding amounts required to be paid on account of
insurance, taxes, assessments, utility, operating and labor costs and similar
charges. In the case of any lease which is terminable by the lessee upon the
payment of penalty, the net amount shall also include the lesser of the amount
of the penalty, in which case no rent shall be considered as required to be paid
under the lease subsequent to the first date upon which it may be so terminated,
or the rent which would otherwise be required to be paid if the lease is not so
terminated.

"Attributable Value" means, as to a Capital Lease Obligation, the principal
amount of the Capital Lease Obligation.

"Capital Lease Obligation" of any Person means the obligation to pay rent or
other payment amounts under a lease of or other Debt arrangements conveying the
right to use real or personal property of the Person which is required to be
classified and accounted for as a capital lease or a liability on the face of a
balance sheet of the Person in accordance with generally accepted accounting
principles (a "Capital Lease"). The stated maturity of the obligation shall be
the date of the last payment of rent or any other amount due under the lease
prior to the first date upon which the lease may be terminated by the lessee
without payment of a penalty. The principal amount of the obligation shall be
the capitalized amount of the obligation that would appear on the face of a
balance sheet of the Person in accordance with generally accepted accounting
principles.

"Capital Stock" of any Person means any and all shares, interests,
participations or other equivalents, however designated, of corporate stock or
other equity participations, including partnership interests, whether general or
limited, of the Person.

"Cash Equivalents" means:

     o        any Debt with a maturity of 365 days or less issued or directly
              and fully guaranteed as insured by the United States or any agency
              or instrumentality of the United States, provided that the full
              faith and credit of the United States is pledged in support of the
              Debt or the Debt constitutes a general obligation of the country;

     o        deposits, certificates of deposit or acceptances with a maturity
              of 365 days or less of any financial institution that is a member
              of the Federal Reserve System, in each case having combined
              capital and surplus and undivided profits, or any similar capital
              concept, of not less than $500 million and whose senior unsecured
              debt is rated at least "A- 1" by Standard & Poor's Corporation
              Ratings Service, a division of McGraw Hill, Inc. or "P-1" by
              Moody's Investors Service, Inc.;

     o        commercial paper with a maturity of 365 days or less issued by a
              corporation other than an Affiliate of Qwest organized under the
              laws of the United States or any State and rated at least "A-1" by
              Standard & Poor's Corporation Ratings Service, a division of
              McGraw Hill, Inc. or "P-1" by Moody's Investors Service, Inc.; and

     o        repurchase agreements and reverse repurchase agreements relating
              to marketable direct obligations issued or unconditionally
              guaranteed by the United States or issued by any agency or
              instrumentality of the United States and backed by the full faith
              and credit of the United States maturing within 365 days from the
              date of acquisition.

                                                            43

<PAGE>



"Common Stock" of any Person means Capital Stock of the Person that does not
rank prior, as to the payment of dividends or as to the distribution of assets
upon any voluntary or involuntary liquidation, dissolution or winding up of the
Person, to shares of Capital Stock of any other class of the Person.

"Consolidated Capital Ratio" of any Person as of any date means the ratio of

     o        the aggregate consolidated principal amount of Debt of the Person 
              then outstanding to

     o        the greater of either

              o       the aggregate consolidated paid-in capital of the Person 
                      as of that date or

              o       the stockholders' equity as of that date as shown on the
                      consolidated balance sheet of the Person in accordance
                      with generally accepted accounting principles.

"Consolidated Cash Flow Available for Fixed Charges" for any period means the
Consolidated Net Income of Qwest and its Restricted Subsidiaries for the period
increased by the sum of

     o        Consolidated Interest Expense of Qwest and its Restricted 
              Subsidiaries for the period, plus

     o        Consolidated Income Tax Expense of Qwest and its Subsidiaries for 
              the period, plus

     o        the consolidated depreciation and amortization expense or other
              non-cash write-offs of assets included in the income statement of
              Qwest and its Restricted Subsidiaries for the period, plus

     o        any charge related to any premium or penalty paid in connection
              with redeeming or retiring any Debt prior to its stated maturity;
              provided, however, that there shall be excluded the Consolidated
              Cash Flow Available for Fixed Charges, if positive, of any
              Restricted Subsidiary, calculated separately for the Restricted
              Subsidiary in the same manner as provided above for Qwest, that is
              subject to a restriction which prevents the payment of dividends
              or the making of distributions to Qwest or another Restricted
              Subsidiary to the extent of the restriction.

"Consolidated Income Tax Expense" for any period means the aggregate amounts of
the provisions for income taxes of Qwest and its Subsidiaries for the period
calculated on a consolidated basis in accordance with generally accepted
accounting principles.

"Consolidated Interest Expense" means for any period the interest expense
included in a consolidated income statement, excluding interest income, of Qwest
and its Restricted Subsidiaries for the period in accordance with generally
accepted accounting principles, including without limitation or duplication, or,
to the extent not so included, with the addition of,

     o        the amortization of Debt discounts;

     o        any payments or fees with respect to letters of credit, bankers' 
              acceptances or similar facilities;

     o        fees with respect to interest rate swap or similar agreements or
              foreign currency hedge, exchange or similar agreements;

     o        Preferred Stock dividends of Qwest and its Subsidiaries, other
              than dividends paid in shares of Preferred Stock that is not
              Disqualified Stock, declared and paid or payable;

                                                            44

<PAGE>



     o        accrued Disqualified Stock dividends of Qwest and its Restricted
              Subsidiaries, whether or not declared or paid;

     o        interest on Debt guaranteed by Qwest and its Restricted 
              Subsidiaries; and

     o        the portion of any Capital Lease Obligation paid during the period
              that is allocable to interest expense.

"Consolidated Net Income" for any period means the net income (or loss) of Qwest
and its Restricted Subsidiaries for the period determined on a consolidated
basis in accordance with generally accepted accounting principles; provided that
there shall be excluded

     o        the net income (or loss) of any Person acquired by Qwest or a
              Restricted Subsidiary in a pooling-of-interests transaction for
              any period prior to the date of the transaction,

     o        the net income (or loss) of any Person that is not a Restricted
              Subsidiary except to the extent of the amount of dividends or
              other distributions actually paid to Qwest or a Restricted
              Subsidiary by the Person during the period,

     o        gains or losses on Asset Dispositions by Qwest or its Restricted 
              Subsidiaries,

     o        all extraordinary gains and extraordinary losses, determined in 
              accordance with generally accepted accounting principles,

     o        the cumulative effect of changes in accounting principles,

     o        non-cash gains or losses resulting from fluctuations in currency 
              exchange rates,

     o        any non-cash expense related to the issuance to employees or
              directors of Qwest or any Restricted Subsidiary or any Affiliate
              of Qwest of options to purchase Capital Stock of Qwest or the
              Restricted Subsidiary or

     o        other compensatory rights, including under Qwest's Growth Share
              Plan, provided, in either case, that the options or rights, by
              their terms, can be redeemed only for Capital Stock,

     o        with respect to a Restricted Subsidiary that is not a Wholly Owned
              Subsidiary, any aggregate net income (or loss) in excess of
              Qwest's or any Restricted Subsidiary's pro rata share of the net
              income (or loss) of the Restricted Subsidiary that is not a Wholly
              Owned Subsidiary shall be excluded and

     o        the tax effect of any of these items;

provided further that for purposes of any determination under the provisions
described under "--Limitation on Restricted Payments," there shall further be
excluded the net income, but not net loss, of any Restricted Subsidiary that is
subject to a restriction which prevents the payment of dividends or the making
of distributions to Qwest or another Restricted Subsidiary to the extent of the
restriction.

"Consolidated Net Worth" of any Person means the stockholders' equity of the
Person, determined on a consolidated basis in accordance with generally accepted
accounting principles, less amounts attributable to Disqualified Stock of the
Person; provided that, with respect to Qwest, adjustments following March 31,
1997 to the accounting books and records of Qwest in accordance with Accounting
Principles Board Opinions Nos. 16 and 17 or successor

                                                            45

<PAGE>



opinions or otherwise resulting from the acquisition of control of Qwest by
another Person shall not be given effect to.

"Consolidated Tangible Assets" of any Person means the total amount of assets
less applicable reserves and other properly deductible items which under
generally accepted accounting principles would be included on a consolidated
balance sheet of the Person and its Subsidiaries after deducting all goodwill,
trade names, trademarks, patents, unamortized debt discount and expense and
other like intangibles, which in each case under generally accepted accounting
principles would be included on the consolidated balance sheet.

"Continuing Director" means, as of any date of determination, any member of the
board of directors of Qwest who (i) was a member of the board of directors of
Qwest on March 31, 1997, or (ii) was nominated for election or elected to the
board of directors of Qwest with the affirmative vote of a majority of the
Continuing Directors who were members of the board of directors of Qwest at the
time of the nomination or election or the affirmative vote of Permitted Holders.

"Credit Facilities" means one or more credit agreements, loan agreements or
similar facilities, secured or unsecured, entered into from time to time by
Qwest and its Restricted Subsidiaries, and including any related notes,
Guarantees, collateral documents, instruments and agreements signed in
connection with those agreements, as the same may be amended, supplemented,
modified, restated or replaced from time to time.

"Debt" means, without duplication, with respect to any Person, whether recourse
is to all or a portion of the assets of the Person and whether or not
contingent,

     o        every obligation of the Person for money borrowed,

     o        every obligation of the Person evidenced by bonds, debentures,
              notes or other similar instruments, including obligations incurred
              in connection with the acquisition of property, assets or
              businesses,

     o        every reimbursement obligation of the Person with respect to
              letters of credit, bankers' acceptances or similar facilities
              issued for the account of the Person,

     o        every obligation of the Person issued or assumed as the deferred
              purchase price of property or services, including securities
              repurchase agreements but excluding trade accounts payable or
              accrued liabilities arising in the ordinary course of business,

     o        every Capital Lease Obligation of the Person,

     o        all Receivables Sales of the Person, together with any obligation
              of the Person to pay any discount, interest, fees, indemnities,
              penalties, recourse, expenses or other amounts in connection with
              the Receivables Sales,

     o        all obligations to redeem Disqualified Stock issued by the Person,

     o        every obligation under Interest Rate and Currency Protection 
              Agreements of the Person and

     o        every obligation of these types of another Person and all
              dividends of another Person the payment of which, in either case,
              the Person has Guaranteed.

The "amount" or "principal amount" of Debt at any time of determination as used 
in this prospectus represented  by


                                                            46

<PAGE>



     o        any Debt issued at a price that is less than the principal amount
              at maturity of the Debt, shall be the amount of the liability
              determined in accordance with generally accepted accounting
              principles,

     o        any Receivables Sale shall be the amount of the unrecovered
              capital or principal investment of the purchaser, other than Qwest
              or a Wholly Owned Subsidiary of Qwest, excluding amounts
              representative of yield or interest earned on the investment or

     o        any Disqualified Stock shall be the maximum fixed redemption or 
              repurchase price.

"Debt Securities" means any debt securities, including any guarantee of the
securities, issued by Qwest or any Restricted Subsidiary of Qwest in connection
with a public offering or a private placement, excluding Debt permitted to be
Incurred as described under "--Limitation on Consolidated Debt."

"Default" means any event, act or condition the occurrence of which is, or after
notice or the passage of time or both would be, an event of default.

"Disqualified Stock" of any Person means any Capital Stock of the Person which,
by its terms or by the terms of any security into which it is convertible or for
which it is exchangeable, or upon the happening of any event, matures or is
mandatorily redeemable, under a sinking fund obligation or otherwise, or is
redeemable at the option of the Person, any Subsidiary of the Person or the
holder, in whole or in part, on or prior to the final Stated Maturity of the
7.25% notes; provided, however, that any Preferred Stock which would not
constitute Disqualified Stock but for provisions giving holders the right to
require Qwest to repurchase or redeem the Preferred Stock upon the occurrence of
a change of control occurring prior to the final Stated Maturity of the 7.25%
notes shall not constitute Disqualified Stock if the change of control
provisions applicable to the Preferred Stock are no more favorable to the
holders of the Preferred Stock than the provisions applicable to the 7.25% notes
contained in the covenant described under "--Change of Control" and the
Preferred Stock specifically provides that Qwestwill not repurchase or redeem
the stock under those provisions prior to Qwest's repurchase of the 7.25% notes
as are required to be repurchased under the covenant described under "--Change
of Control."

"Eligible Institution" means a commercial banking institution that has combined
capital and surplus of not less than $500 million or its equivalent in foreign
currency, whose debt is rated "A" (or higher) according to Standard & Poor's
Ratings Service, a division of McGraw Hill, Inc. or any successor to its rating
agency business or Moody's Investors Service, Inc. or any successor to its
rating agency business at the time as of which any investment or rollover is
made.

"Eligible Receivables" means, at any time, Receivables of Qwest and its
Restricted Subsidiaries, as evidenced on the most recent quarterly consolidated
balance sheet of Qwest as at a date at least 45 days prior to that time, less
Receivables of Qwest or any Restricted Subsidiary employed to secure Debt
permitted to be Incurred under "--Limitation on Consolidated Debt." "Event of
default" has the meaning set forth under "Events of Default" below. "Exchange
Act" means the Securities Exchange Act of 1934 and the rules and regulations
under that act.

"Fair Market Value" means, with respect to any asset or property, the price that
could be negotiated in an arm's-length free market transaction, for cash,
between a willing seller and a willing buyer, neither of whom is under pressure
or compulsion to complete the transaction. Unless otherwise specified in the
indenture, Fair Market Value shall be determined by the board of directors of
Qwest acting in good faith and shall be evidenced by a resolution of the board
of directors of Qwest delivered to the trustee.


                                                            47

<PAGE>



"Government Securities" means direct obligations of, or obligations guaranteed
by, the United States of America for the payment of which guarantee or
obligations the full faith and credit of the United States is pledged and which
have a remaining weighted average life to maturity of not less than one year
from the date of investment.

"Guarantee" by any Person means any obligation, contingent or otherwise, of the
Person guaranteeing, or having the economic effect of guaranteeing, any Debt of
any other Person (the "primary obligor") in any manner, whether directly or
indirectly, and including, without limitation, any obligation of the Person,

     o        to purchase or pay or advance or supply funds for the purchase or
              payment of the Debt or to purchase or to advance or supply funds
              for the purchase of any security for the payment of the Debt,

     o        to purchase property, securities or services for the purpose of 
              assuring the holder of the Debt of the payment of the Debt, or

     o        to maintain working capital, equity capital or other financial
              statement condition or liquidity of the primary obligor so as to
              enable the primary obligor to pay the Debt;

provided, however, that the Guarantee by any Person shall not include
endorsements by the Person for collection or deposit, in either case, in the
ordinary course of business.

"Guaranteed", "Guaranteeing" and "Guarantor" shall have meanings correlative to
the foregoing.

"Guarantor" means a Restricted Subsidiary of Qwest that has signed a Restricted
Subsidiary Guarantee.

"Incur" means, with respect to any Debt or other obligation of any Person, to
create, issue, incur, by conversion, exchange or otherwise, assume, Guarantee or
otherwise become liable in respect of the Debt or other obligation including by
acquisition of Subsidiaries or the recording, as required under generally
accepted accounting principles or otherwise, of any the Debt or other obligation
on the balance sheet of the Person (and "Incurrence", "Incurred", "Incurrable"
and "Incurring" shall have meanings correlative to the foregoing); provided,
however, that a change in generally accepted accounting principles that results
in an obligation of the Person that exists at the time becoming Debt shall not
be deemed an Incurrence of the Debt and that neither the accrual of interest nor
the accretion of original issue discount shall be deemed an Incurrence of Debt.

"Interest Rate or Currency Protection Agreement" of any Person means any forward
contract, futures contract, swap, option or other financial agreement or
arrangement, including, without limitation, caps, floors, collars and similar
agreements, relating to, or the value of which is dependent upon, interest rates
or currency exchange rates or indices.

"Investment" by any Person means any direct or indirect loan, advance or other
extension of credit or capital contribution, by means of transfers of cash or
other property to others or payments for property or services for the account or
use of others, or otherwise to, or purchase or acquisition of Capital Stock,
bonds, notes, debentures or other securities or evidence of Debt issued by, any
other Person, including any payment on a Guarantee of any obligation of the
other Person.

"Investment Grade Rating" means a rating equal to or higher than Baa3 or the
equivalent and BBB- or the equivalent by Moody's Investors Service, Inc. or any
successor to its rating agency business and Standard & Poor's Ratings Service, a
division of McGraw Hill, Inc. or any successor to its rating agency business,
respectively.

"Lien" means, with respect to any property or assets, any mortgage or deed of
trust, pledge, hypothecation, assignment, Receivables Sale, deposit arrangement,
security interest, lien, charge, easement, other than any easement not
materially impairing usefulness, encumbrance, preference, priority or other
security agreement or preferential

                                                            48

<PAGE>



arrangement of any kind or nature whatsoever on or with respect to the property
or assets, including, without limitation, any conditional sale or other title
retention agreement having substantially the same economic effect as any of the
foregoing. For purposes of this definition the sale, lease, conveyance or other
transfer by Qwest or any Subsidiary of, including the grant of indefeasible
rights of use or equivalent arrangements with respect to, dark or lit
communications fiber capacity or communications conduit shall not constitute a
Lien.

"Net Available Proceeds" from any Asset Disposition by any Person means cash or
cash equivalents received, including amounts received by way of sale or
discounting of any note, installment receivable or other receivable, but
excluding any other consideration received in the form of assumption by the
acquiror of Debt or other obligations relating to the properties or assets, by
the Person, net of

     o        any portion Invested within 360 days of the Asset Disposition in 
              Telecommunications Assets,

     o        all legal, title and recording tax expenses, commissions and other
              fees and expenses Incurred and all federal, state, provincial,
              foreign and local taxes required to be accrued as a liability as a
              consequence of the Asset Disposition,

     o        all payments made by the Person or its Subsidiaries on any Debt
              which is secured by the assets in accordance with the terms of any
              Lien upon or with respect to the assets or which must by the terms
              of the Lien, or in order to obtain a necessary consent to the
              Asset Disposition or by applicable law, be repaid out of the
              proceeds from the Asset Disposition,

     o        all distributions and other payments made to minority interest
              holders in Subsidiaries of the Person or Permitted Joint Ventures
              as a result of the Asset Disposition and

     o         appropriate amounts to be provided by the Person or any
               Subsidiary of the Person, as the case may be, as a reserve in
               accordance with generally accepted accounting principles against
               any liabilities associated with the assets and retained by the
               Person or any Subsidiary of the Person, as the case may be, after
               the Asset Disposition, including, without limitation, liabilities
               under any indemnification obligations and severance and other
               employee termination costs associated with the Asset Disposition,
               in each case as determined by the board of directors of the
               Person, in its reasonable good faith judgment evidenced by a
               resolution of the board of directors filed with the trustee;
               provided, however, that any reduction in the reserve within
               twelve months following the closing of the Asset Disposition will
               be for all purposes of the indenture and the 7.25% notes as a new
               Asset Disposition at the time of the reduction with Net Available
               Proceeds equal to the amount of the reduction.

"Offer to purchase" means a written offer sent by Qwest by first class mail,
postage prepaid, to each holder of 7.25% notes at its address appearing in the
7.25% note Register on the date of the offer offering to purchase up to the
principal amount of 7.25% notes specified in the offer at the purchase price
specified in the offer, as determined under the indenture. Unless otherwise
required by applicable law, the offer shall specify an expiration date of the
offer to purchase which shall be, subject to any contrary requirements of
applicable law, not less than 30 days or more than 60 days after the date of the
offer and a settlement date (the "Purchase Date") for purchase of 7.25% notes
within five business days after the expiration date. Qwest shall notify the
trustee at least 15 business days, or a shorter period that is acceptable to the
trustee, prior to the mailing of the offer of Qwest's obligation to make an
offer to purchase, and the offer shall be mailed by Qwest or, at Qwest's
request, by the trustee in the name and at the expense of Qwest. The offer shall
contain information concerning the business of Qwest and its Subsidiaries which
Qwest in good faith believes will enable the holders to make an informed
decision with respect to the offer to purchase, which at a minimum will include


                                                            49

<PAGE>



     o        the most recent annual and quarterly financial statements and
              "Management's Discussion and Analysis of Financial Condition and
              Results of Operations" contained in the documents required to be
              filed with the trustee under the indenture (which requirements may
              be satisfied by delivery of the documents together with the
              offer),

     o        a description of material developments in Qwest's business
              subsequent to the date of the latest of the financial statements
              referred to in the preceding clause (including a description of
              the events requiring Qwest to make the offer to purchase),

     o        if applicable, appropriate pro forma financial information
              concerning the offer to purchase and the events requiring Qwest to
              make the offer to purchase and

     o        any other information required by applicable law to be included.

The offer shall contain all instructions and materials necessary to enable the
holders to tender 7.25% notes in the offer to purchase. The offer shall also
state:

     o        the section of the indenture pursuant to which the offer to 
              purchase is being made;

     o        the expiration date and the Purchase Date;

     o        the aggregate principal amount of the outstanding 7.25% notes
              offered to be purchased by Qwest in the offer to purchase,
              including, if less than 100%, the manner by which the amount has
              been determined under the section requiring the offer to purchase
              (the "Purchase Amount");

     o        the purchase price to be paid by Qwest for each $1,000 aggregate
              principal amount of 7.25% notes accepted for payment as specified
              im the indenture (the "Purchase Price");

     o        that the holder may tender all or any portion of the 7.25% notes
              registered in the name of the holder and that any portion of a
              7.25% note tendered must be tendered in an integral multiple of
              $1,000 principal amount;

     o        the place or places where 7.25% notes are to be surrendered for 
              tender in the offer to purchase;

     o        that any 7.25% notes not tendered or tendered but not purchased 
              by Qwest will continue to accrue interest;

     o        that on the Purchase Date the Purchase Price will become due and
              payable upon each 7.25% note being accepted for payment pursuant
              to the purchase and that any interest shall cease to accrue on and
              after the Purchase Date;

     o        that each holder electing to tender a 7.25% note in the purchase
              will be required to surrender the 7.25% note at the place or
              places specified in the offer prior to the close of business on
              the expiration date with the 7.25% note being, if Qwest or the
              trustee so requires, duly endorsed by, or accompanied by a written
              instrument of transfer in form satisfactory to Qwest and the
              trustee duly signed by, the holder or his attorney duly authorized
              in writing;

     o        that holders will be entitled to withdraw all or any portion of
              7.25% notes tendered if Qwest or their Paying Agent receives, not
              later than the close of business on the expiration date, a
              telegram, telex, facsimile transmission or letter setting forth
              the name of the holder, the principal amount of the 7.25%

                                                            50

<PAGE>



              note the holder tendered, the certificate number of the 7.25% note
              the holder tendered and a statement that the holder is withdrawing
              all or a portion of his tender;

     o        that if

              o       7.25% notes in an aggregate principal amount less than or
                      equal to the Purchase Amount are duly tendered and not
                      withdrawn in the purchase, Qwest shall purchase all the
                      7.25% notes and

              o       7.25% notes in an aggregate principal amount at maturity
                      in excess of the Purchase Amount are tendered and not
                      withdrawn in the offer to purchase,

              Qwest shall purchase 7.25% notes having an aggregate principal
              amount equal to the Purchase Amount on a pro rata basis with
              adjustments that Qwest may deem appropriate so that only 7.25%
              notes in denominations of $1,000 or integral multiples shall be
              purchased; and

     o        that in the case of any holder whose 7.25% note is purchased only
              in part, Qwest shall sign, and the trustee shall authenticate and
              deliver to the holder of the 7.25% note without service charge, a
              new 7.25% note or 7.25% notes, of any authorized denomination as
              requested by the holder, in an aggregate principal amount at
              maturity equal to and in exchange for the unpurchased portion of
              the 7.25% note so tendered. Any offer to purchase shall be
              governed by and effected in accordance with the offer for the
              offer to purchase.

"Officers' certificate" means a certificate signed by the Chairman of the board
of directors of Qwest, a Vice Chairman of the board of directors of Qwest, the
President or a Vice President, and by the Chief Financial Officer, the Chief
Accounting Officer, the Treasurer, an Assistant Treasurer, the Secretary or an
Assistant Secretary of Qwest and delivered to the trustee, which shall comply
with the indenture.

"Opinion of counsel" means an opinion of counsel acceptable to the trustee, who
may be counsel to Qwest, including an employee of Qwest. "Permitted Holders"
means any Person who was the beneficial owner, within the meaning of Rule 13d-3
under the Exchange Act, of stock of Qwest on March 31, 1997 and any Affiliates
of the Person

     o        who were Affiliates of the Person on March 31, 1997 or

     o        who were formed, directly or indirectly, by the Person after March
              31, 1997, provided, however, that Persons who were beneficial
              owners, within the meaning of Rule 13d-3 under the Exchange Act,
              of the Person on March 31, 1997 continued to be beneficial owners,
              within the meaning of Rule 13d-3 under the Exchange Act, at the
              time of formation of the Affiliate.

"Permitted Interest Rate or Currency Protection Agreement" of any Person means
any Interest Rate or Currency Protection Agreement entered into with one or more
financial institutions in the ordinary course of business that is designed to
protect the Person against fluctuations in interest rates or currency exchange
rates with respect to Debt Incurred and which shall have a notional amount no
greater than the payments due with respect to the Debt being hedged and not for
purposes of speculation.

"Permitted  Investments" means

     o        Cash Equivalents;


                                                            51

<PAGE>



     o        Investments in prepaid expenses, negotiable instruments held for
              collection and lease, utility and workers' compensation,
              performance and other similar deposits;

     o        loans, advances or extensions of credit to employees and directors
              made in the ordinary course of business and consistent with past
              practice;

     o        obligations under Interest Rate or Currency Protection Agreements;

     o        bonds, notes, debentures and other securities received as a result
              of Asset Dispositions in compliance with "--Limitation on Asset
              Dispositions";

     o        Investments made in the ordinary course of business as partial 
              payment for constructing a network relating to a 
              Telecommunications Business;

     o        commercially reasonable extensions of trade credit;

     o        Investments in any Person as a result of which the Person becomes 
              a Restricted Subsidiary;

     o        Investments in Permitted Joint Ventures in an aggregate amount not
              to exceed $25 million;

     o        Investments in Affiliates or Related Persons in an aggregate
              amount not to exceed $11 million, provided that the making of the
              Investments is permitted under "--Transactions with Affiliates and
              Related Persons"; and

     o        Investments in an aggregate amount not to exceed $15 million
              consisting of the contribution by Qwest or any Restricted
              Subsidiary of assets located in Mexico to joint ventures in which
              Qwest or a Restricted Subsidiary has an interest.

"Permitted Joint Venture" means a corporation, partnership or other entity other
than a Restricted Subsidiary engaged in one or more Telecommunications
Businesses over which Qwest and/or one or more Strategic Investors have,
directly or indirectly, the power to direct the policies, management and
affairs.

"Permitted Liens" means

     o        Liens for taxes, assessments, governmental charges, levies or
              claims which are not yet delinquent or which are being contested
              in good faith by appropriate proceedings, if a reserve or other
              appropriate provision, if any, as shall be required in conformity
              with generally accepted accounting principles shall have been
              made;

     o        other Liens incidental to the conduct of Qwest's and its
              Restricted Subsidiaries' businesses or the ownership of its
              property and assets not securing any Debt, and which do not in the
              aggregate materially detract from the value of Qwest's and its
              Restricted Subsidiaries' property or assets when taken as a whole,
              or materially impair the use of the property or assets in the
              operation of its business;

     o        Liens with respect to assets of a Restricted Subsidiary granted by
              the Restricted Subsidiary to Qwest or a Restricted Subsidiary to
              secure Debt owing to Qwest or the Restricted Subsidiary;

     o        Liens, pledges and deposits made in the ordinary course of
              business in connection with workers' compensation, unemployment
              insurance and other types of statutory obligations;


                                                            52

<PAGE>



     o        Liens, pledges or deposits made to secure the performance of
              tenders, bids, leases, public or statutory obligations, sureties,
              stays, appeals, indemnities, performance or other similar bonds
              and other obligations of like nature Incurred in the ordinary
              course of business, exclusive of obligations for the payment of
              borrowed money;

     o        zoning restrictions, servitudes, easements, rights-of-way,
              restrictions and other similar charges or encumbrances Incurred in
              the ordinary course of business which, in the aggregate, do not
              materially detract from the value of the property or materially
              interfere with the ordinary conduct of the business of Qwest or
              its Restricted Subsidiaries;

     o        Liens arising out of judgments or awards against or other court
              proceedings concerning Qwest or any Restricted Subsidiary with
              respect to which Qwest or the Restricted Subsidiary is prosecuting
              an appeal or proceeding for review and Qwest or the Restricted
              Subsidiary is maintaining adequate reserves in accordance with
              generally accepted accounting principles; and

     o        any interest or title of a lessor in the property subject to any 
              lease other than a Capital Lease.

"Permitted Telecommunications Capital Asset Disposition" means the transfer,
conveyance, sale, lease or other disposition of a capital asset that is a
Telecommunications Asset, including fiber, conduit and related equipment,

     o        the proceeds of which are treated as revenues by Qwest in
              accordance with generally accepted accounting principles and

     o        that, in the case of the sale of fiber, would not result in Qwest
              retaining less than 24 fibers per route mile on any segment of
              Qwest's network.

"Person" means any individual, corporation, partnership, joint venture,
association, joint stock company, trust, unincorporated organization, government
or agency or political subdivision or any other entity.

"Preferred Dividends" for any Person means for any period the quotient
determined by dividing the amount of dividends and distributions paid or
accrued, whether or not declared, on Preferred Stock of the Person during the
period calculated in accordance with generally accepted accounting principles,
by 1 minus the maximum statutory income tax rate then applicable to Qwest,
expressed as a decimal.

"Preferred Stock" of any Person means Capital Stock of the Person of any class
or classes, however designated, that ranks prior, as to the payment of dividends
or as to the distribution of assets upon any voluntary or involuntary
liquidation, dissolution or winding up of the Person, to shares of Capital Stock
of any other class of the Person.

"Public Equity Offering" means an underwritten public offering of common stock
made on a primary basis by Qwest under a registration statement filed with, and
declared effective by, the SEC in accordance with the Securities Act.

"Purchase Money Debt" means Debt Incurred at any time within 270 days of, and
for the purposes of financing all or any part of the cost of, the construction,
installation, acquisition or improvement by Qwest or any Restricted Subsidiary
of Qwest of any new Telecommunications Assets constructed, installed, acquired
or improved after March 31, 1997, provided that the proceeds of the Debt are
expended for those purposes within the 270-day period.

"Rating Agencies" means Moody's Investors Service, Inc. or any successor to its
rating agency business and Standard & Poor's Ratings Service, a division of
McGraw Hill, Inc. or any successor to its rating agency business.


                                                            53

<PAGE>



"Rating Decline" means the 7.25% notes cease to be rated B` or the equivalent or
better by Standard & Poor's Ratings Service, a division of McGraw Hill, Inc. or
B2 or the equivalent or better by Moody's Investors Service, Inc.

"Receivables" means receivables, chattel paper, instruments, documents or
intangibles evidencing or relating to the right to payment of money, excluding
allowances for doubtful accounts.

"Receivables Sale" of any Person means any sale of Receivables of such Person,
in a purchase facility or otherwise, other than in connection with a disposition
of the business operations of such Person relating to the Receivables or a
disposition of defaulted Receivables for purposes of collection and not as a
financing arrangement.

"Related Person" of any Person means any other Person directly or indirectly
owning

     o        5% or more of the outstanding Common Stock of such Person, or, in
              the case of a Person that is not a corporation, 5% or more of the
              outstanding equity interest in such Person, or

     o        5% or more of the combined outstanding voting power of the Voting 
              Stock of such Person.

"Restricted Subsidiary" means a Subsidiary of Qwest, or of a Restricted
Subsidiary that is a Wholly Owned Subsidiary of Qwest, that has not been
designated by the board of directors of Qwest by a board resolution delivered to
the trustee as an Unrestricted Subsidiary in compliance with "--Limitations on
Designations of Unrestricted Subsidiaries."

"Restricted Subsidiary Guarantee" means a supplemental indenture to the
indenture in form satisfactory to the trustee, providing for an unconditional
Guarantee of payment in full of the principal of, premium, if any, and interest
on the 7.25% notes. The Restricted Subsidiary Guarantee shall not be subordinate
in right of payment to any Debt of the Restricted Subsidiary providing the
Restricted Subsidiary Guarantee.

"Sale and Leaseback Transaction" of any Person means an arrangement with any
lender or investor or to which the lender or investor is a party providing for
the leasing by the Person of any property or asset of the Person which has been
or is being sold or transferred by the Person more than 365 days after the
acquisition or the completion of construction or commencement of operation to
the lender or investor or to any Person to whom funds have been or are to be
advanced by the lender or investor on the security of the property or asset. The
stated maturity of the arrangement shall be the date of the last payment of rent
or any other amount due under the arrangement prior to the first date on which
the arrangement may be terminated by the lessee without payment of a penalty.

"Stated Maturity," when used with respect to a 7.25% note or any installment of
interest, means the date specified in the 7.25% note as the fixed date on which
the principal of the 7.25% note or the installment of interest is due and
payable.

"Strategic Investor" means a corporation, partnership or other entity engaged in
one or more Telecommunications Businesses that has, or 80% or more of the Voting
Stock of which is owned by a Person that has, an equity market capitalization,
at the time of its initial Investment in Qwest or in a Permitted Joint Venture
with Qwest, in excess of $2 billion.

"Subordinated Debt" means Debt of Qwest as to which the payment of principal of
and premium, if any, and interest and other payment obligations in respect of
the Debt shall be subordinate to the prior payment in full of the 7.25% notes to
at least the following extent:


                                                            54

<PAGE>



     o        no payments of principal of or premium, if any, or interest on or
              otherwise due in respect of the Debt may be permitted for so long
              as any default in the payment of principal or premium, if any, or
              interest on the 7.25% notes exists;

     o        if any other default exists with respect to the 7.25% notes, upon
              notice by 25% or more in principal amount of the 7.25% notes to
              the trustee, the trustee shall have the right to give notice to
              Qwest and the holders of the Debt or trustees or agents for the
              holders of a payment blockage, and after the notice no payments of
              principal of or premium, if an, or interest on or otherwise due in
              respect of the Debt may be made for a period of 179 days from the
              date of the notice; and

     o        the Debt may not

              o     provide for payments of principal of the Debt at the
                    stated maturity or by way of a sinking fund or by way of
                    any mandatory redemption, defeasance, retirement or
                    repurchase of the Debt by Qwest, including any redemption,
                    retirement or repurchase which is contingent upon events
                    or circumstances but excluding any retirement required by
                    virtue of acceleration of the Debt upon an event of
                    default, in each case prior to the final Stated Maturity
                    of the 7.25% notes or

              o     permit redemption or other retirement, including in an offer
                    to purchase made by Qwest, of the other Debt at the option
                    of the holder prior to the final Stated Maturity of the
                    7.25% notes, other than a redemption or other retirement at
                    the option of the holder of the Debt, including in an offer
                    to purchase made by Qwest, which is conditioned upon a
                    change of control of Qwest under provisions substantially
                    similar to those described under "--Change of Control" and
                    which shall provide that the Debt will not be repurchased
                    under those provisions prior to Qwest's repurchase of the
                    7.25% notes required to be repurchased by Qwest under the
                    provisions described under "--Change of Control".

"Subsidiary" of any Person means

     o        a corporation more than 50% of the combined voting power of the
              outstanding Voting Stock of which is owned, directly or
              indirectly, by the Person or by one or more other Subsidiaries of
              the Person or by the Person and one or more Subsidiaries of the
              Person or

     o        any other Person other than a corporation in which the Person, or
              one or more other Subsidiaries of the Person or the Person and one
              or more other Subsidiaries of the Person, directly or indirectly,
              has at least a majority ownership and power to direct the
              policies, management and affairs of the Person.

"Telecommunications Assets" means all assets, rights, contractual or otherwise,
and properties, whether tangible or intangible, used or intended for use in
connection with a Telecommunications Business.

"Telecommunications Business" means the business of

     o        transmitting, or providing services relating to the transmission
              of, voice, video or data through owned or leased transmission
              facilities,

     o        constructing, creating, developing or marketing communications
              related network equipment, software and other devices for use in a
              telecommunications business or

     o        evaluating, participating or pursuing any other activity or
              opportunity that is primarily related to those identified in the
              preceding two clauses;

                                                            55

<PAGE>



provided that the determination of what constitutes a Telecommunications
Business shall be made in good faith by the board of directors of Qwest.

"Unrestricted Subsidiary" means any Subsidiary of Qwest designated as such in
compliance with "--Limitation on Designations of Unrestricted Subsidiaries."

"Voting Stock" of any Person means Capital Stock of the Person which ordinarily
has voting power for the election of directors or persons performing similar
functions of such Person, whether at all times or only for so long as no senior
class of securities has that voting power by reason of any contingency.

"Wholly Owned Subsidiary" of any Person means a Subsidiary of the Person all of
the outstanding Voting Stock or other ownership interests, other than directors'
qualifying shares, of which shall at the time be owned by the Person or by one
or more Wholly Owned Subsidiaries of the Person or by the Person and one or more
Wholly Owned Subsidiaries of the Person.

Events of Default

The following will be events of default under the indenture:

     o        failure to pay principal of or premium, if any, on any 7.25% note 
              when due;

     o        failure to pay any interest on any 7.25% note when due, continued 
              for 30 days;

     o        default in the payment of principal and interest on 7.25% notes
              required to be purchased in an offer to purchase as described
              under "--Change of Control" when due and payable;

     o        failure to perform or comply with the provisions described under
              "--Mergers, Consolidations and Certain Sales of Assets" and
              "--Limitation on Asset Dispositions";

     o        failure to perform any other covenant or agreement of Qwest under
              the indenture or the 7.25% notes continued for 60 days after
              written notice to Qwest by the trustee or holders of at least 25%
              in aggregate principal amount of the outstanding 7.25% notes;

     o        default under the terms of any instrument evidencing or securing
              Debt of Qwest or any Restricted Subsidiary having an outstanding
              principal amount of $10 million individually or in the aggregate
              which default results in the acceleration of the payment of the
              indebtedness or constitutes the failure to pay the indebtedness
              when due after expiration of any applicable grace period;

     o        the rendering of a final judgment or judgments not subject to
              appeal against Qwest or any Restricted Subsidiary in an amount in
              excess of $10 million which remains undischarged or unstayed for a
              period of 45 days after the date on which the right to appeal has
              expired; and

     o        certain events of bankruptcy, insolvency or reorganization
              affecting Qwest or any Restricted Subsidiary.

Subject to the provisions of the indenture relating to the duties of the trustee
in case an event of default shall occur and be continuing, the trustee will not
be under any obligation to exercise any of its rights or powers under the
indenture at the request or direction of any of the holders of 7.25% notes,
unless the holders shall have offered to the trustee reasonable indemnity.
Subject to the provisions for the indemnification of the trustee, the holders of
a majority in aggregate principal amount of the outstanding 7.25% notes will
have the right to direct the time, method

                                                            56

<PAGE>



and place of conducting any proceeding for any remedy available to the trustee
or exercising any trust or power conferred on the trustee.

If any event of default other than an event of bankruptcy, insolvency or
reorganization shall occur and be continuing, either the trustee or the holders
of at least 25% in aggregate principal amount at maturity of the outstanding
7.25% notes may accelerate the maturity of all 7.25% notes; provided, however,
that after the acceleration, but before a judgment or decree based on
acceleration, the holders of a majority in aggregate principal amount of the
outstanding 7.25% notes may, under certain circumstances, rescind and annul the
acceleration if all events of default, other than the non-payment of accelerated
principal, have been cured or waived as provided in the indenture. If an event
of bankruptcy, insolvency or reorganization occurs, the outstanding 7.25% notes
will ipso facto become immediately due and payable without any declaration or
other act on the part of the trustee or any holder. For information as to waiver
of defaults, see "--Amendment, Supplement and Waiver."

No holder of any 7.25% note will have any right to institute any proceeding with
respect to the indenture or for any remedy under the indenture, unless the
holder shall have previously given to the trustee written notice of a continuing
event of default (as defined) and unless also the holders of at least 25% in
aggregate principal amount of the outstanding 7.25% notes shall have made
written request and offered reasonable indemnity to the trustee to institute the
proceeding as trustee, and the trustee shall not have received from the holders
of a majority in aggregate principal amount of the outstanding 7.25% notes a
direction inconsistent with the request and shall have failed to institute the
proceeding within 60 days. However, those limitations do not apply to a suit
instituted by a holder of a 7.25% note for enforcement of payment of the
principal of and premium, if any, or interest on the 7.25% note on or after the
respective due dates expressed in the 7.25% note. Qwest will be required to
furnish to the trustee quarterly a statement as to the performance by Qwest of
certain of its obligations under the indenture and as to any default in its
performance.

Amendment, Supplement and Waiver

Qwest and the trustee may, at any time and from time to time, without notice to
or consent of any holder of 7.25% notes, enter into one or more indentures
supplemental to the indenture

     o        evidence the succession of another Person to Qwest and the 
              assumption by the successor of the covenants of Qwest in the
              indenture and the 7.25% notes;

     o        to add to the covenants of Qwest, for the benefit of the holders, 
              or to surrender any right or power conferred upon Qwest by the 
              indenture;

     o        to add any additional events of default;

     o        to provide for uncertificated 7.25% notes in addition to or in
              place of certificated 7.25% notes;

     o        to evidence and provide for the acceptance of appointment under 
              the indenture of a successor trustee;

     o        to secure the 7.25% notes;  or

     o        to cure any ambiguity in the indenture to correct or supplement
              any provision in the indenture which may be inconsistent with any
              other provision in the indenture or to add any other provisions
              with respect to matters or questions arising under the indenture;

provided the actions shall not adversely affect the interests of the holders in
any material respect. With the consent of the holders of not less than a
majority in principal amount of the outstanding 7.25% notes, Qwest and the
trustee

                                                            57

<PAGE>



may enter into one or more indentures supplemental to the indenture for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of the indenture or modifying in any manner the rights of the
holders, provided that no supplemental indenture shall, without the consent of
the holder of each outstanding 7.25% note

     o        change the Stated Maturity of the principal of, or any installment
              of interest on, any 7.25% note, or alter the redemption provisions
              of the 7.25% note, or reduce the principal amount of the 7.25%
              note or premium, if any, or interest that would be due and payable
              upon maturity of the 7.25% note, or change the place of payment
              where, or the coin or currency in which, any 7.25% note or any
              premium or interest is payable, or impair the right to institute
              suit for the enforcement of the payment on or after the maturity
              of the 7.25% note;

     o        reduce the percentage in principal amount of the outstanding 7.25%
              notes, the consent of whose holders is necessary for the
              supplemental indenture or required for any waiver of compliance
              with certain provisions of the indenture or certain defaults under
              the indenture;

     o        subordinate in right of payment, or otherwise subordinate, the 
              7.25% notes to any other Debt; or

     o        modify any provision of this paragraph, except to increase any 
              percentage set forth in this paragraph.

The holders of not less than a majority in principal amount of the outstanding
7.25% notes may, on behalf of the holders of all the 7.25% notes, waive any past
default under the indenture and its consequences, except default (1) in the
payment of the principal of or premium, if any, or interest on any 7.25% note,
or (2) in respect of a covenant or provision which under the proviso to the
prior paragraph cannot be modified or amended without the consent of the holder
of each outstanding 7.25% note affected.

Satisfaction and Discharge of the indenture, Defeasance

Qwest may terminate its obligations under the indenture when

     o        either

              o     all outstanding 7.25% notes have been delivered to the 
                    trustee for cancellation or

              o     all 7.25% notes not previously delivered to the trustee for
                    cancellation have become due and payable, will become due
                    and payable within one year or are to be called for
                    redemption within one year under irrevocable arrangements
                    satisfactory to the trustee for the giving of notice of
                    redemption by the trustee in the name and at the expense of
                    Qwest, and Qwest has irrevocably deposited or caused to be
                    deposited with the trustee funds in an amount sufficient to
                    pay and discharge the entire indebtedness on the 7.25% notes
                    not previously delivered to the trustee for cancellation,
                    for principal of or premium, if any, on and interest to the
                    date of deposit or maturity or date of redemption on the
                    7.25% notes;

     o        Qwest has paid or caused to be paid all other sums payable by 
              Qwest under the indenture; and

     o        Qwest has delivered an officers' certificate and an opinion of
              counsel relating to compliance with the conditions set forth in
              the indenture.


                                                            58

<PAGE>



Qwest, at its election, shall

     o        be deemed to have paid and discharged its debt on the 7.25% notes
              and the indenture shall cease to be of further effect as to all
              outstanding 7.25% notes, except as to

              o       rights of registration of transfer, substitution and 
                      exchange of 7.25% notes and Qwest's right of optional
                      redemption,

              o       rights of holders to receive payments of principal of,
                      premium, if any, and interest on the 7.25% notes, but not
                      the Purchase Price referred to under "--Change of
                      Control," and any rights of the holders with respect to
                      the amounts,

              o       the rights, obligations and immunities of the trustee 
                      under the indenture and

              o       certain other specified provisions in the indenture, or

     o         cease to be under any obligation to comply with certain
               restrictive covenants including those described under "--Certain
               Covenants," after the irrevocable deposit by Qwest with the
               trustee, in trust for the benefit of the holders, at any time
               prior to the maturity of the 7.25% notes, of money in an amount
               or Government Securities which through the payment of interest
               and principal will provide, not later than one day before the due
               date of payment in respect of the 7.25% notes, money in an
               amount, or a combination, sufficient to pay and discharge the
               principal of, and interest on, the 7.25% notes then outstanding
               on the dates on which the payments are due in accordance with the
               terms of the indenture and of the 7.25% notes.

Such defeasance or covenant defeasance shall be deemed to occur only if certain
conditions are satisfied, including, among other things, delivery by Qwest to
the trustee of an opinion of counsel acceptable to the trustee to the effect
that

     o        the deposit, defeasance and discharge will not be deemed, or
              result in, a taxable event for federal income tax purposes with
              respect to the holders; and

     o        Qwest's deposit will not result in the trust or the trustee being
              subject to regulation under the Investment Company Act of 1940.

Governing Law

The indenture and the 7.25% notes will be governed by the laws of the State of
New York.

The Trustee

Bankers Trust Company will be the trustee under the indenture and Qwest's other
senior note indentures. The trustee's current address is Four Albany Street, New
York, New York 10006. The holders of not less than a majority in principal
amount of the outstanding 7.25% notes will have the right to direct the time,
method and place of conducting any proceeding for exercising any remedy
available to the trustee, subject to certain exceptions. Except during the
continuance of an event of default, the trustee will perform only the duties
that are specifically set forth in the indenture. The indenture provides that in
case an event of default shall occur which shall not be cured or waived, the
trustee will be required, in the exercise of its rights and powers under the
indenture, to use the degree of care of a prudent person in the conduct of the
person's own affairs.


                                                            59

<PAGE>



No Personal Liability of Directors, Officers, Employees and Stockholders

No director, officer, employee, incorporator or stockholder of Qwest, as such,
shall have any liability for any obligations of Qwest under the 7.25% notes or
the indenture or for any claim based on, in respect of, or by reason of, such
obligations or their creation, solely by reason of its status as a director,
officer, employee, incorporator or stockholder of Qwest. By accepting a 7.25%
note each holder waives and releases all such liability but only such liability.
The waiver and release are part of the consideration for issuance of the 7.25%
notes. Nevertheless, such waiver may not be effective to waive liabilities under
the federal securities laws and it has been the view of the SEC that such a
waiver is against public policy.

Transfer and Exchange

A holder may transfer or exchange 7.25% notes in accordance with the indenture.
Qwest, the Registrar and the trustee may require a holder, among other things,
to furnish appropriate endorsements and transfer documents and Qwest may require
a holder to pay any taxes and fees required by law or permitted by the
indenture.


Exchange Offer; Registration Rights

Qwest has entered into a registration rights agreement with the initial
purchaser in which Qwest agreed, for the benefit of the holders of the old 7.25%
notes, at Qwest's cost, (a) by February 25, 1999, to file a registration
statement with the SEC with respect to a registered offer to exchange the old
7.25% notes for the new 7.25% notes, (b) to use its best efforts to cause the
registration statement to be declared effective under the Securities Act by
April 26, 1999, and (c) to consummate the exchange offer by May 26, 1999. For
each old 7.25% note surrendered to Qwest in the exchange offer, the holder of
the old 7.25% note will receive a new 7.25% note having a principal amount at
maturity equal to that of the surrendered old 7.25% note.

Based upon no-action letters issued by the staff of the SEC to third parties,
Qwest believes that the new 7.25% notes issued in the exchange offer in exchange
for old 7.25% notes would in general be freely transferable after the exchange
offer without further registration under the Securities Act if the holder of the
new 7.25% notes represents:

     o        that it is not an "affiliate," as defined in Rule 405 of the 
              Securities Act, of Qwest,

     o        that it is acquiring the new 7.25% notes in the ordinary course of
              its business and

     o        that it has no arrangement or understanding with any person to
              participate in the distribution (within the meaning of the
              Securities Act) of the new 7.25% notes;

provided that, in the case of broker-dealers, a prospectus meeting the
requirements of the Securities Act be delivered as required. However, the SEC
has not considered the exchange offer in the context of a no-action letter and
there can be no assurance that the staff of the SEC would make a similar
determination with respect to the exchange offer. Holders of old 7.25% notes
wishing to accept the exchange offer must represent to Qwest that the conditions
have been met. Each broker-dealer that receives new 7.25% notes for its own
account in the exchange offer, where it acquired the old 7.25% notes exchanged
for the new 7.25% notes for its own account as a result of market-making or
other trading activities, may be deemed to be an "underwriter" within the
meaning of the Securities Act and must acknowledge that it will deliver a
prospectus in connection with the resale of the new 7.25% notes. The letter of
transmittal states that by so acknowledging and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act. This prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer in connection
with resales of new 7.25% notes received in exchange for old 7.25% notes where
the old 7.25% notes were acquired by the broker-dealer as a result

                                                            60

<PAGE>



of market-making activities or other trading activities. Qwest has agreed that,
for a period of one year after closing of the exchange offer, it will make this
prospectus available to any broker-dealer for use in connection with the resale.
A broker-dealer that delivers a prospectus to purchasers in connection with
those resales will be subject to certain of the civil liability provisions under
the Securities Act, and will be bound by the provisions of the Registration
Agreement (including certain indemnification and contribution rights and
obligations). See "The Exchange Offer--Resale of the New 7.25% Notes" and "Plan
of Distribution."

Each holder of the old 7.25% notes (other than certain specified holders) who
wishes to exchange old 7.25% notes for new 7.25% notes in the exchange offer
will be required to represent that

     o        it is not an affiliate of Qwest,

     o        any new 7.25%  notes to be received by it will be acquired in the
              ordinary  course of its business and

     o        at the time of commencement of the Exchange Offer, it has no
              arrangement with any person to participate in the distribution
              (within the meaning of the Securities Act) of the new 7.25% notes.

If the holder is a broker-dealer who acquired the old 7.25% notes for its own
account as a result of market-making or other trading activities, it may be
deemed to be an "underwriter" within the meaning of the Securities Act and will
be required to acknowledge that it must deliver a prospectus meeting the
requirements of the Securities Act in connection with any resale of the new
7.25% notes. The SEC has taken the position that those broker-dealers may
fulfill their prospectus delivery requirements with respect to the new 7.25%
notes with the prospectus contained in the exchange offer registration
statement, except that the prospectus cannot be used for a resale of an unsold
allotment from the original sale of the old 7.25% notes. Under the registration
rights agreement, Qwest is required to allow those broker-dealers and any other
persons subject to similar prospectus delivery requirements to use the
prospectus contained in the exchange offer registration statement in connection
with the resale of the new 7.25% notes.

  If,

     o        because of any change in law or applicable interpretations by the
              SEC's staff, Qwest determines upon advice of its outside counsel
              that it is not permitted to effect the exchange offer as
              contemplated by the Registration Agreement, or

     o        for any other reason the exchange offer is not consummated within 
              180 days of the closing date of the old 7.25% notes, or

     o        the initial purchaser so requests with respect to old 7.25% notes
              held by it following closing of the exchange offer, or

     o        any holder of old 7.25% notes other than the initial purchaser of
              the old 7.25% notes is not eligible to participate in the exchange
              offer or

     o        if the initial purchaser participates in the exchange offer or
              acquires new 7.25% notes issued and delivered to it by Qwest in
              exchange for old 7.25% notes, the purchaser does not receive
              freely tradeable new 7.25% notes in exchange for old 7.25% notes
              constituting any portion of an unsold allotment,


                                                            61

<PAGE>



Qwest will, at its cost,

     o        as promptly as practicable, file a shelf registration statement
              with the SEC relating to the offer and sale of the old 7.25% notes
              or the new 7.25% notes,

     o        cause the shelf registration statement to be declared effective 
              under the Securities Act and

     o        use its best efforts to keep the shelf registration statement
              continuously effective under the Securities Act for a period of
              three years or a shorter period that will terminate when all the
              old 7.25% notes or new 7.25% notes, as applicable, covered by the
              shelf registration statement have been sold.

If Qwest files a shelf registration statement, it will:

     o        provide to each holder of the old 7.25% notes copies of the 
              prospectus that is a part of the shelf registration statement,

     o        notify each holder when the shelf registration statement for the
              old 7.25% notes has been filed with the SEC and when the shelf
              registration statement or any post-effective amendment has become
              effective and

     o        take certain other actions as are required to permit unrestricted 
              resales of the 7.25% notes.

A holder of 7.25% notes that sells the 7.25% notes under a shelf registration
statement generally will be required to be named as a selling security holder in
the related prospectus and to deliver a prospectus to purchasers, will be
subject to certain of the civil liability provisions under the Securities Act in
connection with the sales and will be bound by the provisions of the
registration rights agreement which are applicable to the holder, including
indemnification and contribution rights and obligations.

Each of the following events is a "Registration Default":

     o        the exchange offer registration statement has not been filed with
              the SEC within 90 days after the closing date of the old 7.25%
              notes or declared effective within 150 days after the closing date
              of the old 7.25% notes, or the exchange offer has not been
              consummated within 180 days after the closing date of the old
              7.25% notes or

     o        instead, the shelf registration statement has not been filed with
              the SEC and declared effective within 210 days after the closing
              date of the old 7.25% notes or

     o        after either the exchange offer registration statement or the
              shelf registration statement has been declared effective, as the
              case may be, the registration statement ceases to be effective or
              usable (subject to certain exceptions) in connection with resales
              of old 7.25% notes or new 7.25% notes in accordance with and
              during the periods specified in the registration rights agreement.

If a Registration Default occurs, additional interest ("Liquidated Interest")
will accrue on the old 7.25% notes (in addition to the stated interest on the
old 7.25% notes) from and including the date on which the event shall occur up
to but excluding the date on which all those events have been cured. Liquidated
Interest will be payable in cash semiannually in arrears each November 1 and May
1, at a rate per annum equal to 0.50% of the principal amount of the old 7.25%
notes during the 90-day period immediately following the occurrence of any
Registration Default and shall increase by 0.25% per annum of the principal
amount of the old 7.25% notes at the end of each subsequent

                                                            62

<PAGE>



90-day period, but in no event shall the rates exceed 2.00% per annum in the
aggregate regardless of the number of Registration Defaults.

The summary in this prospectus of certain provisions of the Registration
Agreement does not purport to be complete and is subject to, and is qualified in
its entirety by reference to, all the provisions of the registration rights
agreement, a copy of which is filed as an exhibit to the registration statement
of which this prospectus is a part.


                Pro Forma Condensed Combined Financial Statement

The unaudited pro forma condensed combined financial statement presented below
is derived from the historical consolidated financial statement of Qwest,
Phoenix, LCI and Icon. The unaudited pro forma condensed combined statement of
operations for the year ended December 31, 1998 gives pro forma effect to the
acquisitions of Phoenix, LCI and Icon as if such acquisitions had occurred on
January 1, 1998. The unaudited pro forma condensed combined financial statement
does not give effect to Qwest's acquisition of EUnet International Limited or
the proposed joint venture with KPN Telecom B.V. because such disclosure is not
required under Securities and Exchange Commission Regulation S-X.

The unaudited pro forma condensed combined financial statement gives effect to
the acquisitions described above under the purchase method of accounting and is
based on the assumptions and adjustments described in the accompanying notes to
the unaudited pro forma condensed combined financial statement presented on the
following pages. The fair value of the consideration has been allocated to the
assets and liabilities acquired based upon the fair values of such assets and
liabilities at the date of each respective acquisition and may be revised for a
period of up to one year from the date of each respective acquisition. The
preliminary estimates and assumptions as to the value of the assets and
liabilities of LCI and Icon to the combined company is based upon information
available at the date of preparation of these unaudited pro forma condensed
combined financial statement, and will be adjusted upon the final determination
of such fair values. Qwest will complete final allocation of purchase price
within one year from the acquisition date. The items awaiting final allocation
include LCI network asset valuation and final determination of the costs to sell
these assets. It is anticipated that final allocation of the LCI purchase price
will not differ materially from the preliminary allocation.

The unaudited pro forma condensed combined financial statement does not purport
to represent what Qwest's results of operations would have actually been or what
operations would be if the transactions that give rise to the pro forma
adjustments had occurred on the date assumed and is not indicative of future
results. The unaudited pro forma condensed combined financial statement below
should be read in conjunction with the historical consolidated financial
statements and related notes thereto of Qwest, Phoenix, LCI and Icon.





                                                            63

<PAGE>

<TABLE>
<CAPTION>


                                    QWEST COMMUNICATIONS INTERNATIONAL INC.
                           PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
                                           Twelve Months Ended December 31, 1998
                                                     (Unaudited)
                            (Amounts in Millions, Except Per Share Information)

                                                              Historical                             
                                   ------------------------------------------   Pro Forma      Pro Forma
                                   Qwest      LCI(1)      Phoenix(1)  Icon(1)   Adjustments     Combined
                                   ---------  -------     ----------  -------   -----------     ---------
<S>                                <C>        <C>         <C>         <C>       <C>             <C>
 
Revenue:
  Communications services          $   1,554  $   745     $       17  $    82        -          $   2,398
  Construction services                  689       -               -        -        -                689
                                    --------   --------   ------------ --------- ------------ -----------
                                       2,243      745             17       82        -              3,087
                                    --------   --------   ------------ --------- ------------ -----------
Operating expenses:
  Access and network operations          962      445             13       64         -             1,484
  Construction services                  447        -              -        -         -               447
  Selling, general and administrative    540      163              7       40         -               750
  Depreciation and amortization          202       45              1        2        13  (2)          320
                                                                                      8  (3)
                                                                                     32  (4)
                                                                                     16  (5)
                                                                                      1  (6)
  Merger costs                            86        -              -         5       (91) (7)           -
  Provision for In-process R&D           760        -              -         -      (760) (7)           -
                                    --------   --------   ------------ --------- ------------ -----------
                                       2,997      653             21       111      (781)           3,001
                                    --------   --------   ------------ --------- ------------ -----------
Income (loss) from operations           (754)      92             (4)      (29)      781               86
Other expense (income):
  Interest expense, net                   96       14              -        (1)        -              109
                                    --------   --------   ------------ --------- ------------ -----------
  Income (loss) before income taxes     (850)      78             (4)      (28)       781             (23)
Income tax expense (benefit)              (6)      30              -         -         27 (8)          51
                                    --------   --------   ------------ --------- ------------ -----------
Net income (loss)                   $   (844) $    48      $      (4) $    (28)       754       $     (74)
                                    =========  ========   ============ ========= ==========   ===========

Loss per share - basic and diluted  $   (3.02)                                                 $   (0.22)
                                    ==========                                                 ==========
Weighted average shares used for
calculating loss per share -
basic and diluted                          279                                                         331
                                    ==========                                                 ===========
</TABLE>

                                      See accompanying notes to unaudited pro
                                         forma condensed combined financial
                                         statements.


                                                            64

<PAGE>



           Notes to Pro Forma Condensed Combined Financial Statements

(1)    Represents the results of operations of LCI, Phoenix and Icon from
       January 1, 1998 through the date of acquisition. LCI was acquired on June
       5, 1998, Phoenix was acquired on March 30, 1998 and Icon was acquired on
       December 31, 1998. All acquisitions were accounted for using the purchase
       method of accounting. Results of operations of the acquired companies are
       included in Qwest's operations from dates of acquisition.

(2)    Represents the amortization of goodwill from the preliminary Icon
       purchase price allocation. The amortization is calculated using an
       estimated useful life of 15 years.

(3)    Represents the amortization of other intangible assets on straight-line
       basis that result from the preliminary Icon purchase price allocation
       using estimated useful lives of 4 to 10 years.

(4)    Represents the amortization of goodwill that resulted from the
       preliminary LCI purchase price allocation. Goodwill amortization is
       calculated using an estimated useful life of 40 years.

(5)    Represents the amortization of developed technology and other intangible
       assets that results from the preliminary LCI purchase price allocation.
       Developed technology and other intangible assets amortization is
       calculated using an estimated useful life of 10 years.

(6)    Represents the amortization of goodwill that resulted from the Phoenix
       purchase price allocation. Goodwill amortization is calculated using an
       estimated useful life of 15 years.

(7)    Merger costs and the provision for in-process R&D are eliminated because
       they are non-recurring in nature. Merger costs and the provision for
       in-process R&D for Qwest are directly attributable to the LCI Merger and
       Icon Merger, as applicable. These charges are non-deductible for federal
       tax purposes.

(8)    Represents the assumed income tax effect of the pro forma adjustment
       relating to the amortization of developed technology, other intangible
       assets and the reversal of historical merger costs.

(9)    Effective with the LCI merger, Qwest is no longer included in the
       consolidated federal income tax return of Anschutz Company. As a result,
       the tax sharing agreement with Anschutz Company is no longer effective.
       Qwest previously recognized a deferred tax asset attributable to its net
       operating loss carryforwards under the tax sharing agreement. Qwest
       currently believes the tax benefits previously recognized under the tax
       sharing agreement may be realized through tax planning strategies.
       Accordingly, any in-substance dividend resulting from the deconsolidation
       from Anschutz Company is not expected to be material to the consolidated
       balance sheet of Qwest.

(10) Transactions among Qwest, Phoenix, LCI and Icon are not significant.


                                                            65

<PAGE>



                       Description of Certain Indebtedness

In March 1997, Qwest sold $250.0 million in principal amount of its 10 7/8%
senior notes due 2007 and used the proceeds to repay debt of Qwest and also to
fund capital expenditures for the construction and activation of Qwest's
network. Qwest is amortizing issuance costs totaling approximately $8.0 million
over the term of the 10 7/8% notes. Interest on the 10 7/8% notes is payable
semi-annually on April 1 and October 1 of each year, beginning on October 1,
1997, and the principal amount of the 10 7/8% notes is due and payable in full
on April 1, 2007. The 10 7/8% note indenture contains certain covenants that,
among other things, limit the ability of Qwest and its Restricted Subsidiaries
to incur additional debt and issue preferred stock, pay dividends or make other
distributions, repurchase capital stock or subordinated debt, create liens,
enter into transactions with affiliates, sell assets of Qwest or its Restricted
Subsidiaries, issue or sell capital stock of Qwest's Restricted Subsidiaries or
enter into mergers and consolidations. In addition, under certain limited
circumstances, Qwest will be required to offer to purchase the 10 7/8% notes at
a price equal to 100% of the principal amount plus accrued and unpaid interest
to the date of purchase with the excess proceeds of certain asset sales. In the
event of a change of control as defined in the 10 7/8% note indenture, holders
of the 10 7/8% notes will have the right to require Qwest to purchase all of
their 10 7/8% notes at a price equal to 101% of the aggregate principal amount
plus accrued and unpaid interest. Generally, the 10 7/8% notes are redeemable,
at the option of Qwest, in whole or in part at stated premiums over par on or
after April 1, 2002, and up to 35% of the 10 7/8% notes may be redeemed at a
premium over par prior to April 1, 2000 with the proceeds of certain public
stock offerings. In December 1998, we redeemed $87.5 million of the 10 7/8%
notes.

In October 1997, Qwest sold $555.9 million in principal amount at maturity of
its 9.47% senior discount notes due 2007. The sale generated net proceeds of
approximately $342.1 million, after deducting offering costs. Offering costs are
included in intangible and other long-term assets and are being amortized to
interest expense over the term of the 9.47% notes. Qwest used the net proceeds
to fund capital expenditures for continuing construction and activation of
Qwest's network and to fund further growth in the business. The principal amount
of the 9.47% notes increases at a rate of 9.47% per annum, compounded
semi-annually, to an aggregate principal amount of $555.9 million by October 15,
2002. The principal amount of the 9.47% notes is due and payable in full on
October 15, 2007. The 9.47% notes are redeemable at Qwest's option, in whole or
in part, at any time on or after October 15, 2002, at specified redemption
prices over par. In addition, prior to October 15, 2000, Qwest may use the net
cash proceeds from certain specified equity transactions to redeem up to 35% of
the 9.47% notes at specified redemption prices over par. Cash interest on the
9.47% notes will not accrue until October 15, 2002, and then will accrue at a
rate of 9.47% per annum, and will be payable semi-annually in arrears commencing
on April 15, 2003 and then on April 15 and October 15 of each year. Qwest has
the option of beginning to accrue cash interest on any interest payment date on
or after October 15, 2000. In that case the outstanding principal amount at
maturity of the 9.47% notes will be reduced to the then increased principal
value, and cash interest will be payable on each subsequent interest payment
date. The indenture for the 9.47% notes contains certain covenants that are
substantially identical to the 10 7/8% notes described above.

In January 1998, Qwest sold $450.5 million in principal amount at maturity of
its 8.29% senior discount notes due 2008. The sale generated net proceeds of
approximately $299.2 million, after deducting offering costs. Offering costs are
included in intangible and other long-term assets and will be amortized to
interest expense over the term of the 8.29% notes. Qwest used the net proceeds
to fund capital expenditures for continuing construction and activation of
Qwest's network and to fund further growth in the business. The principal amount
of the 8.29% notes increases at a rate of 8.29% per annum, compounded
semi-annually, to an aggregate principal amount of $450.5 million by February 1,
2003. The principal amount of the 8.29% notes is due and payable in full on
February 1, 2008. The 8.29% notes are redeemable at Qwest's option, in whole or
in part, at any time on or after February 1, 2003, at specified redemption
prices over par. In addition, prior to February 1, 2001, Qwest may use the net
cash proceeds from certain specified equity transactions to redeem up to 35% of
the 8.29% notes at specified redemption prices over par. Cash interest on the
8.29% notes will not accrue until February 1, 2003, and then will accrue at a
rate of 8.29% per annum, and will be payable semi-annually in arrears beginning
August 1, 2003 and then on

                                                            66

<PAGE>



February 1 and August 1 of each year. Qwest has the option of beginning to
accrue cash interest on an interest payment date on or after February 1, 2001.
In that case the outstanding principal amount at maturity of the 8.29% notes
will be reduced to the then increased value, and cash interest will be payable
on each succeeding interest payment date. The indenture for the 8.29% notes
contains certain covenants that are substantially identical to the 10 7/8%notes
and the 9.47% notes described above.

In connection with the acquisition of LCI, Qwest assumed LCI's existing debt
instruments, including $350.0 million of 7.25% senior notes due 2007.

In November 1998, Qwest sold its 7.50% notes due 2008 and used the proceeds to
fund initiatives to further develop and deploy Qwest's network, gain additional
market share in the traditional telecommunications market segment, expand the
Qwest data market strategy and to fund general working capital needs. Pending
the application of the net proceeds of the offering of the 7.50% notes, Qwest
applied a portion of the proceeds to pay down the outstanding balances under
Qwest's existing credit facilities. Unamortized issuance costs totaling
approximately $9.0 million are being amortized over the term of the 7.50% notes.
Interest on the 7.50% notes is payable semi-annually on May 1 and November 1 of
each year, beginning on May 1, 1999, and the principal amount of the 7.50% notes
is due and payable in full on November 1, 2008. The indenture for the 7.50%
notes contains certain covenants that are substantially identical to the 10 7/8%
notes, the 9.47% notes and the 8.29% notes described above, except that under
the indenture for the 7.50% notes, Qwest has no obligation to comply with most
of the covenants during any period when the 7.50% notes have been assigned
investment grade ratings. If the 7.50% notes later lose an investment grade
rating, the covenants will again apply.

In late November 1998, Qwest sold the 7.25% notes and used the proceeds to fund
initiatives to further develop and deploy Qwest's network, gain additional
market share in the traditional telecommunications market segment, expand the
Qwest data market strategy and to fund general working capital needs. These
initiatives may be effected directly by Qwest or through joint venture and
similar arrangements and will include construction, development and lighting of
Qwest's network, expansion of the data and other business services offered by
Qwest, development of sales channels and other needs. Unamortized issuance costs
totaling approximately $2.3 million are being amortized over the term of the
7.25% notes. Interest on the 7.25% notes is payable semi-annually on May 1 and
November 1 of each year, beginning on May 1, 1999, and the principal amount of
the 7.25% notes is due and payable in full on November 1, 2008. See "Description
of the 7.25% Notes."

Credit Facility and Lines of Credit

In connection with the acquisition of LCI, Qwest assumed a $250.0 million
revolving credit facility from a syndicate of banks. Qwest also assumed three
separate discretionary line of credit agreements with commercial banks providing
for total borrowings of up to $75.0 million.

The credit facility and two of the lines of credit expired on December 31, 1998.
The outstanding balances on the credit facility and the two lines of credit were
paid down in full, and had no amount outstanding as of December 31, 1998. The
remaining line of credit provides for total borrowings of up to $25.0 million
and expires on July 30, 1999. As of December 31, 1998, no amount was outstanding
on the remaining line of credit.

In March 1999, Qwest entered into an unsecured credit facility in the amount of
$1.0 billion from a syndicate of banks.



                                                            67

<PAGE>



                 United States Federal Income Tax Considerations

General

The following is a general discussion of the United States federal income tax
consequences that Qwest expects apply to holders of the old 7.25% notes who
purchased the old 7.25% notes from Qwest for cash, exchange the old 7.25% notes
for new 7.25% notes in this exchange offer, and hold the old 7.25% notes and
will hold the new 7.25% notes as capital assets. This discussion is a
descriptive summary only and is not a complete technical analysis or listing of
all potential tax considerations that may be relevant to holders. Qwest has
received an opinion of its counsel, Holme Roberts & Owen LLP, that the following
describes the material United States federal income tax consequences expected to
result to holders, subject to the conditions and limitations described in this
discussion. This discussion is based on current provisions of the Internal
Revenue Code of 1986, applicable Treasury regulations, and public administrative
and judicial interpretations of the Internal Revenue Code and Treasury
Regulations, all of which are subject to change. Any change could be applied
retroactively. This discussion is also based on the information contained in
this prospectus and the related documents, and on certain representations from
Qwest as to factual matters. This discussion does not cover all aspects of
United States federal taxation that may be relevant to, or the actual tax effect
that any of the matters described in this discussion will have on, particular
holders and does not address foreign, state, or local tax consequences. Qwest
has not sought and will not seek any ruling from the Internal Revenue Service
with respect to the 7.25% notes. The Internal Revenue Service could take a
different position concerning the tax consequences of the exchange of old 7.25%
notes for new 7.25% notes or the ownership or disposition of the new 7.25%
notes, and the Internal Revenue Service's position could be sustained by a
court.

The United States federal income tax consequences to a holder may vary depending
on the holder's particular situation or status. Some of the rules applicable to
holders that are subject to special rules under the Internal Revenue Code are
not discussed below. Examples of these holders include insurance companies,
tax-exempt organizations, mutual funds, retirement plans, financial
institutions, dealers in securities or foreign currency, persons that hold the
7.25% notes as part of a "straddle" or as a "hedge" against currency risk or in
connection with a conversion transaction, persons that have a functional
currency other than the United States dollar, investors in pass-through
entities, traders in securities that elect to mark to market, and except as
expressly addressed in this discussion, non-U.S. holders.

As used in this discussion, the term "U.S. holder" means a holder that, for
United States federal income tax purposes, is

       o      a citizen or resident of the United States,

       o      corporation, partnership, or other entity created or organized in
              or under the laws of the United States, of the District of
              Columbia, or of any State,
       o      an estate the income of which is subject to United States federal
              income tax, regardless of its source, or

       o      a trust if

       o      a court within the United States is able to exercise primary 
              supervision over the administration of the trust and

       o      one or more United States persons have the authority to control
              all substantial decisions of the trust.

A "non-U.S. holder" is a holder that is, for United States federal income tax
purposes, not a U.S. holder.


                                                            68

<PAGE>



This discussion is for general information purposes only. Each holder is urged
to consult its tax advisor as to the particular tax consequences to the holder
of exchanging old 7.25% notes for new 7.25% notes and of holding and disposing
of the new 7.25% notes, including the applicability and effect of all foreign,
state, or local tax laws and of any change in federal income tax law or
administrative or judicial interpretation since the date of this prospectus.

Exchange of Notes

Although there is no direct authority as to whether the exchange of old 7.25%
notes for new 7.25% notes in the exchange offer will be treated as a taxable
exchange for United States federal income tax purposes, it is the opinion of
Holme Roberts & Owen LLP, counsel to Qwest, that based on its analysis of
applicable law, the exchange should not be treated as a taxable exchange for
United States federal income tax purposes. A holder should not recognize gain or
loss on the exchange of old 7.25% notes for new 7.25% notes in the exchange
offer and, on the exchange, should have the same adjusted tax basis in and
holding period for the new 7.25% notes as it had in the old 7.25% notes
immediately before the exchange.

Original Issue Discount

Qwest was advised by the initial purchaser at the time of the sale of the old
7.25% notes that the initial purchaser intended to sell the old 7.25% notes at a
price equal to 99.324% of the stated principal amount of the old 7.25% notes,
and Qwest believes that substantially all of the old 7.25% notes were sold to
investors at that price. This discussion is therefore based on the assumption
that the old 7.25% notes were not issued with an amount of original issue
discount in excess of the de minimis exception under the Internal Revenue Code,
and thus, that the original issue discount amount will be considered zero for
United States federal income tax purposes. Each U.S. holder is required to
include stated interest on the 7.25% notes in gross income in accordance with
the U.S. holder's regular method of tax accounting.

Market Discount

Under the market discount rules of the Internal Revenue Code, a U.S. holder who
purchases a 7.25% note at a "market discount" will generally be required to
treat any gain recognized on the disposition of the 7.25% note as ordinary
income to the extent of the lesser of the gain or the portion of the market
discount that accrued during the period that the U.S. holder held the 7.25%
note. Market discount is generally defined as the amount by which a U.S.
holder's purchase price for a 7.25% note is less than the stated redemption
price at maturity of the 7.25% note on the date of purchase, subject to a
statutory de minimis exception. In this case, the stated redemption price at
maturity is the stated principal amount. A U.S. holder who acquires a 7.25% note
at a market discount may be required to defer all or a portion of any interest
expense that otherwise may be deductible on any indebtedness incurred or
continued to purchase or carry the 7.25% note until the retirement of the 7.25%
note, or if earlier, the U.S. holder disposes of the 7.25% note in a taxable
transaction. A U.S. holder who has elected under applicable Internal Revenue
Code provisions to include market discount in income annually as the discount
accrues will not, however, be required to treat any gain recognized as ordinary
income or to defer any deductions for interest expense under these rules. This
election to include market discount in income currently, once made, applies to
all market discount obligations acquired on or after the first day of the
taxable year to which the election applies and may not be revoked without the
consent of the Internal Revenue Service. Holders should consult their tax
advisors as to the portion of any gain that would be taxable as ordinary income
under these provisions and any other consequences of the market discount rules
that may apply to them in particular.

Amortizable Bond Premium

Generally, if the tax basis of an obligation held as a capital asset exceeds the
amount payable at maturity of the obligation, the excess will constitute
amortizable bond premium that the holder of the debt instrument may elect,

                                                            69

<PAGE>



under section 171 of the Internal Revenue Code, to amortize as an offset to
interest income under the constant yield method over the period from its
acquisition date to the obligation's maturity date subject to special rules for
early call provisions. A U.S. holder who elects to amortize bond premium must
reduce its tax basis in the related 7.25% notes by the amount of the aggregate
amortization allowable as amortizable bond premium. An election to amortize bond
premium applies to all obligations with amortizable bond premium held by the
electing U.S. holder at the beginning of the first taxable year to which the
election applies or later acquired by the U.S. holder and is irrevocable without
the consent of the Internal Revenue Service.

Sale, Retirement, or Other Taxable Disposition

Upon the sale, retirement, or other taxable disposition of a 7.25% note, a U.S.
holder will generally recognize gain or loss equal to the difference between (i)
the amount of cash plus the fair market value of property received in exchange
for the 7.25% note, except to the extent attributable to accrued interest not
previously taken into account, and (ii) the U.S. holder's adjusted tax basis in
the 7.25% note. If the 7.25% note has market discount or amortizable bond
premium, appropriate adjustments may be required in computing the U.S. holder's
adjusted tax basis for the 7.25% note. Any gain or loss on the sale, retirement,
or other taxable disposition of a 7.25% note, measured as described above, will
generally be capital gain or loss, except as discussed under "-Market Discount."
In the case of an individual U.S. holder, the capital gain will be taxable at
various preferential rates, depending on the U.S. holder's holding period for
the 7.25% note at the time of disposition.

With respect to tax matters related to legal defeasance and covenant defeasance
in certain circumstances, see "Description of the 7.25% Notes-Satisfaction and
Discharge of the indenture, Defeasance."

Backup Withholding

The backup withholding rules of the Internal Revenue Code require a payor to
deduct and withhold a tax amount if

       o      the payee fails to furnish a taxpayer identification number to the
              payor,

       o      the Internal Revenue Service notifies the payor that the TIN 
              furnished by the payee is incorrect,

       o      the payee has failed to report properly the receipt of a
              "reportable payment" and the Internal Revenue Service has notified
              the payor that withholding is required, or

       o      there has been a failure on the part of the payee to certify under
              penalty of perjury that the payee is not subject to withholding
              under section 3406 of the Internal Revenue Code.

If any one of the events discussed above occurs, Qwest or its paying agent or
other withholding agent will be required to withhold a tax equal to 31 percent
of any "reportable payment" which includes, among other things, interest
actually paid and amounts paid through brokers in retirement of securities. Any
amount withheld from a payment to a U.S. holder under the backup withholding
rules will be allowed as a refund or credit against the U.S. holder's United
States federal income tax, provided that the required information is furnished
to the Internal Revenue Service. Certain U.S. holders, including corporations,
are not subject to the backup withholding or information reporting requirements.

Certain Tax Consequences to Non-U.S. Holders

General. The following discussion is for general information purposes only and
does not cover all aspects of United States federal taxation that may apply to,
or the actual tax effect that any of the matters described in this

                                                            70

<PAGE>



discussion will have on, any particular non-U.S. holder. Non-U.S. holders are
urged to consult their tax advisors as to the particular tax consequences to
them of purchasing, holding, and disposing of the 7.25% notes.

Portfolio Interest Exemption. A non-U.S. holder not engaged in any U.S. trade or
business will generally, under the portfolio interest exemption of the Internal
Revenue Code, not be subject to United States federal income taxes or United
States federal withholding tax, on payments of principal and interest paid on
the 7.25% notes, provided that

       o      the non-U.S. holder does not actually or constructively own 10 
              percent or more of the total combined voting power of all classes 
              of stock of Qwest entitled to vote,

       o      the non-U.S. holder is not

              o       a bank receiving interest under a loan agreement entered
                      into in the ordinary course of its trade or business or

              o       a controlled foreign corporation that is related to Qwest 
                      through stock ownership,

       o      the interest is not effectively connected with a United States 
              trade or business and

       o      either

              o       the beneficial owner of the 7.25% notes certifies to Qwest
                      or its agent, under penalties of perjury, that it is not a
                      U.S. holder and provides a completed IRS Form W-8
                      ("Certificate of Foreign Status") or

              o       a securities clearing organization, bank, or other
                      financial institution which holds customers' securities in
                      the ordinary course of its trade or business (a "financial
                      institution") and which holds the 7.25% notes,

              certifies to Qwest or its agent, under penalties of perjury, that
              it has received Form W-8 from the beneficial owner or that it has
              received from another financial institution a Form W-8 and
              furnishes the payor with a copy of the Form W-8 and none of the
              persons reviewing the relevant certification or IRS form has
              actual knowledge that the certification or any statement on the
              IRS form is false.

If any of the situations described in the preceding clauses does not exist,
interest on the 7.25% notes, when paid, is subject to United States withholding
tax at the rate of 30 percent, unless an income tax treaty between the United
States and the country of which the non-U.S. holder is a tax resident provides
for the elimination or reduction in the rate of United States federal
withholding tax. Interest for this purpose includes income, other than capital
gains, received from the sale or exchange of the 7.25% notes or from a payment
on the 7.25% notes to the extent of unpaid interest accrued while the 7.25%
notes were held by a non-U.S. holder and the amounts so accrued were not
previously subject to United States withholding tax.

Effectively Connected Income. If a non-U.S. holder is engaged in a trade or
business in the United States and interest on the 7.25% notes is effectively
connected with the conduct of the trade or business, the non-U.S. holder,
although exempt from United States federal withholding tax as discussed in the
preceding paragraph, or by reason of the delivery of a properly completed IRS
Form 4224, will be subject to United States federal income tax on the interest
and on any gain realized on the sale, exchange, or other disposition of a 7.25%
note in the same manner as if it were a U.S. holder. In addition, if the
non-U.S. holder is a foreign corporation, it may be subject to a branch profits
tax equal to 30 percent of its effectively connected earnings and profits for
that taxable year, subject to certain adjustments, unless it qualifies for a
lower rate under an applicable income tax treaty.

                                                            71

<PAGE>



Federal Estate Tax. 7.25% notes owned or treated as owned by an individual who
is neither a United States citizen nor a United States resident, as defined for
United States federal estate tax purposes, at the time of death will be excluded
from the individual's gross estate for United States federal estate tax purposes
and will not be subject to United States federal estate tax if the individual
does not own, actually or constructively, 10% or more of the total combined
voting power of all classes of stock of Qwest entitled to vote and, at the time
of the individual's death, payments with respect to the 7.25% notes would not
have been effectively connected to the conduct by the individual of a trade or
business in the United States.

Disposition of the 7.25% Notes. A non-U.S. holder generally will not be subject
to United States federal income tax on any gain realized in connection with the
sale, exchange, or retirement of the 7.25% notes, unless:

       o      the gain is effectively connected with a trade or business carried
              on by the non-U.S. holder within the United States or

       o      if a tax treaty applies, the gain is generally attributable to the
              United States permanent establishment maintained by the non-U.S.
              holder,

       o      in the case of a non-U.S. holder who is an individual, the 
              non-U.S. holder is present in the United States for 183 days or
              more in the taxable year of disposition, and certain other 
              conditions are satisfied, or

       o      the non-U.S. holder is subject to tax under provisions of the 
              Internal Revenue Code applicable to United States expatriates.

Information Reporting and Backup Withholding Tax. In general, there is no United
States information reporting requirement or backup withholding tax on payments
to non-U.S. holders who provide the appropriate certification described above
regarding qualification for the portfolio interest exemption from United States
federal income tax for payments of interest on the 7.25% notes.

In general, backup withholding and information reporting will not apply to a
payment of the gross proceeds of a sale of the 7.25% notes effected at a foreign
office of a broker. If, however, the broker is, for United States federal income
tax purposes, a United States person, a controlled foreign corporation, a
foreign person 50% or more of whose gross income for certain periods is derived
from activities that are effectively connected with the conduct of a trade or
business in the United States, or, in the case of payments made after December
31, 1999, a foreign partnership with certain connections to the United States,
the payments will not be subject to backup withholding, but will be subject to
information reporting, unless:

       o      the broker has documentary evidence in its records that the 
              beneficial owner is a non-U.S. holder and certain other conditions
              are met or

       o      the beneficial owner otherwise establishes an exemption.

Payment by Qwest of principal on the 7.25% notes or payment by a United States
office of a broker of the proceeds of a sale of the 7.25% notes is subject to
both backup withholding and information reporting unless the beneficial owner
provides a completed IRS Form W-8 which certifies under penalties of perjury
that it is a non-U.S. holder who meets all the requirements for exemption from
United States federal income tax on any gain from the sale, exchange, or
retirement of the 7.25% notes. Backup withholding is not an additional tax. Any
amounts withheld under the backup withholding rules will be allowed as a refund
or a credit against the non-U.S. holder's United States federal income tax
liability, provided the required information is furnished to the Internal
Revenue Service.


                                                            72

<PAGE>



Recently promulgated Treasury Regulations would modify the procedures to be
followed by non-U.S. Persons and payors of interest and sale proceeds in
complying with the United States federal withholding, backup withholding, and
information reporting rules, and the availability of any exemption. The new
Treasury Regulations are not currently effective, but will generally be
effective for payments made after December 31, 1999. In general, the new
Treasury Regulations do not significantly alter the current substantive
withholding and information requirements, but unify current certification
procedures and forms and clarify reliance standards. The new Treasury
Regulations impose more stringent conditions on the ability of financial
intermediaries acting for non-U.S. holders to provide certifications on behalf
of non-U.S. holders. Each holder of a 7.25% note is strongly urged to consult
its tax advisor regarding the effect of the new Treasury Regulations on the
purchase, ownership, and disposition of the 7.25% notes.


                                                            73

<PAGE>



                              Plan of Distribution

Each broker-dealer that receives new 7.25% notes for its own account in the
exchange offer must acknowledge that it will deliver a prospectus in connection
with any resale of the new 7.25% notes. A broker-dealer may use this prospectus,
as it may be amended or supplemented from time to time, by in connection with
resales of new 7.25% notes received in exchange for old 7.25% notes where the
old 7.25% notes were acquired as a result of market-making activities or other
trading activities. Qwest has agreed that for a period of one year after closing
of the exchange offer, it will make this prospectus, as amended or supplemented,
available to any broker-dealer for use in connection with any the resale.

Qwest will not receive any proceeds from any sale of new 7.25% notes by any
broker-dealer. New 7.25% notes received by broker-dealers for their own account
in the Exchange Offer may be sold from time to time in one or more transactions
in the over-the-counter market, in negotiated transactions, through the writing
of options on the new 7.25% notes or a combination of the methods of resale, at
market prices prevailing at the time of resale, at prices related to the
prevailing market prices or negotiated prices. Any resale may be made directly
to purchasers or to or through brokers or dealers who may receive compensation
in the form of commissions or concessions from the broker-dealer and/or the
purchasers of the new 7.25% notes. Any broker-dealer that resells new 7.25%
notes that were received by it for its own account in the exchange offer and any
broker or dealer that participates in a distribution of the new 7.25% notes may
be deemed to be an "underwriter" within the meaning of the Securities Act and
any profit on any resale of new 7.25% notes and any commissions or concessions
received by those persons may be deemed to be underwriting compensation under
the Securities Act. The letter of transmittal states that by acknowledging that
it will deliver and by delivering a prospectus, a broker-dealer will not be
deemed to admit that it is an "underwriter" within the meaning of the Securities
Act.

For a period of one year after closing of the exchange offer, Qwest will
promptly send additional copies of this prospectus and any amendment or
supplement to this prospectus to any broker-dealer that requests the documents
in the letter of transmittal. Qwest has agreed to pay all expenses incident to
Qwest's performance of, or compliance with, the Registration Agreement and all
expenses incident to the exchange offer, including the expenses of one counsel
for the holders of the old 7.25% notes but excluding commissions or concessions
of any brokers or dealers, and will indemnify the holders, including any
broker-dealers, and certain parties related to the holders against certain
liabilities, including liabilities under the Securities Act.

Qwest has not entered into any arrangements or understandings with any person to
distribute the new 7.25% notes to be received in the exchange offer.



                                                            74

<PAGE>



                                  Legal Matters

Holme Roberts & Owen LLP, Denver, Colorado, is passing on the validity of the
new 7.25% notes and certain United States federal income tax matters in
connection with the new 7.25% notes.


                                     Experts

The consolidated financial statements and schedule of Qwest Communications
International Inc. and subsidiaries as of December 31, 1998 and 1997 and for
each of the years in the three-year period ended December 31, 1998 have been
incorporated in this prospectus and in the Registration Statement by reference
in reliance on the report pertaining to the consolidated financial statements,
dated February 2, 1999, and the report dated February 2, 1999 pertaining to the
related financial statement schedule, of KPMG LLP, independent certified public
accountants, incorporated in this prospectus and in the Registration Statement
by reference, and on the authority of that firm as experts in accounting and
auditing.

The consolidated financial statements and schedules of LCI International, Inc.
and subsidiaries as of December 31, 1997 and 1996 and for each of the years in
the three-year period ended December 31, 1997 incorporated by reference in this
registration statement have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their report dated February 16, 1998 (except
with respect to the matter discussed in Note 15, as to which the date is March
16, 1998) with respect thereto, and are incorporated by reference herein in
reliance upon the authority of said firm as experts in accounting and auditing
in giving said reports.

The consolidated financial statements of Phoenix Network, Inc. as of December
31, 1997 and 1996 and for each of the years in the three-year period ended
December 31, 1997 have been audited by Grant Thornton LLP, independent certified
public accountants.

The consolidated financial statements of Icon CMT Corp. as of December 31, 1996
and 1997 and for each of the three years in the period ended December 31, 1997,
have been incorporated in this prospectus by reference to the Registration
Statement (No. 333-65095) on Form S-4 of Qwest Communications International Inc.
dated September 30, 1998, as amended by Amendment No. 1 to the S-4 dated
December 10, 1998. Such financial statements, except as they relate to Frontier
Media Group, Inc. as of December 31, 1996 and 1997 and for each of the two years
in the period ended December 31, 1997, have been audited by
PricewaterhouseCoopers LLP, independent accountants, and insofar as they relate
to Frontier Media Group, Inc. as of December 31, 1996 and 1997 and for each of
the two years in the period ended December 31, 1997, by Ernst & Young LLP,
independent accountants.



                                                            75

<PAGE>



                       Where You Can Find More Information

We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any reports, statements and
other information we file at the SEC's public reference rooms in Washington,
D.C., New York, New York, and Chicago, Illinois. Please call 1-800-SEC-0330 for
further information on the public reference rooms. Our filings are also
available to the public from commercial document retrieval services and at the
web site maintained by the SEC at http://www.sec.gov. We have filed a
Registration Statement on Form S-4 to register with the SEC the new 7.25% notes
to be issued in exchange for the old 7.25% notes. This prospectus is part of
that Registration Statement. As allowed by the SEC's rules, this prospectus does
not contain all of the information you can find in the Registration Statement or
the exhibits to the Registration Statement.

We have not authorized anyone to give you any information or to make any
representations about the transactions we discuss in this prospectus other than
those contained in this prospectus or in the documents we incorporate in this
prospectus by reference. if you are given any information or representations
about these matters that is not discussed or incorporated in this prospectus,
you must not rely on that information. This prospectus is not an offer to sell
or a solicitation of an offer to buy securities anywhere or to anyone where or
to whom we are not permitted to offer or sell securities under applicable law.
The delivery of this prospectus does not, under any circumstances, mean that
there has not been a change in our affairs since the date of this prospectus. It
also does not mean that the information in this prospectus or in the documents
we incorporate in this prospectus by reference is correct after this date.


                 Incorporation of Certain Documents by Reference

The SEC allows us to "incorporate by reference" information into this
prospectus. This means that we can disclose important information to you by
referring you to another document filed separately with the SEC. The information
incorporated by reference is considered to be part of this prospectus, except
for any information that is superseded by information that is included directly
in this document.

This prospectus includes by reference the documents listed below that we have
previously filed with the SEC and that are not included in or delivered with
this document. They contain important information about us and our financial
condition.

Filing                                             Period

Annual Report on Form 10-K                         Year ended December 31, 1998

Amendment No.1 to Registration Statement
on Form S-4 (File No. 333-65095)
filed December 10, 1998;

The description of our common stock set forth in the Form 8-A filed by us on May
28, 1997, including any amendment or report filed with the SEC for purposes of
updating the description.

We incorporate by reference additional documents that we may file with the SEC
between the date of this prospectus and the date of the closing of this
offering. These documents include periodic reports, such as Annual Reports on
Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as
well as proxy statements.


                                                            76

<PAGE>



You can obtain any of the documents incorporated by reference in this document
without charge, excluding any exhibits to those documents unless the exhibit is
specifically incorporated by reference as an exhibit to this prospectus. You can
obtain documents incorporated by reference in this prospectus by requesting them
in writing or by telephone at the following address:

Investor Relations
Qwest Communications International Inc.
700 Qwest Tower
555 Seventeenth Street
Denver, Colorado 80202 Telephone number 800-567-7296.



                                                            77

<PAGE>





Qwest Communications International Inc.


Offer to Exchange

7.25% Series B Senior Notes Due 2008
for any and all of its
outstanding 7.25% Senior Notes Due 2008

[GRAPHIC OMITTED]











The exchange offer will expire at 5:00 p.m., New York City time, on May 20,
1999, unless we extend it.





Prospectus
Dated April 20, 1999



                                                            78

<PAGE>




© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission