SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             -----------------------

                                  SCHEDULE 13D

                    Under the Securities Exchange Act of 1934
                               (Amendment No. 1)*


                    Qwest Communications International Inc.
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                                (Name of Issuer)

                          Common Stock, $0.01 par value
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                         (Title of Class of Securities)

                                   74912110 9
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                                 (CUSIP Number)

                                 Ray E. Winborne
                              BellSouth Corporation
                            15G03 Campanile Building
                              1155 Peachtree Street
                           Atlanta, Georgia 30309-3610
                                 (404) 249-3035
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                 (Name, Address and Telephone Number of Persons
                Authorized to Receive Notices and Communications)

                                  July 16, 1999
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             (Date of Event which Requires Filing of this Statement)

If the filing person has previously  filed a statement on Schedule 13G to report
the  acquisition  which is the subject of this  Schedule  13D and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box.[ ]

* The remainder of this cover page shall be filled out for a reporting
  person's initial filing on this form with respect to the subject class of
  securities, and for any subsequent amendment containing information which
  would alter the disclosures provided in a prior cover page.

  The  information required on the remainder of this cover page shall not be
  deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
  Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
  the Act but shall be subject to all other provisions of the Act (however,  see
  the notes).


     This Amendment No. 1 amends the Schedule 13D dated June 7, 1999 and relates
to the  common  stock,  $0.01  par  value  per  share,  of Qwest  Communications
International Inc., a Colorado  corporation.  This Amendment No. 1 amends Item 4
of the initial Schedule 13D. Unless otherwise  indicated,  all capitalized terms
used but not defined  herein have the same meanings as set forth in the Schedule
13D.


ITEM 4.  Purpose of Transaction.

     The second paragraph of this item is superceded in its entirety and
replaced with the following:

     Pursuant  to the Common  Stock  Purchase  Agreement,  dated as of April 19,
1999, between Qwest and BellSouth (as assignee of BellSouth  Enterprises,  Inc.)
(the  "Qwest  Purchase  Agreement"),  BellSouth  is  generally  prohibited  from
acquiring  shares  of  Qwest  Common  Stock  if it  would  result  in  BellSouth
beneficially owning more than 20% of the shares of Qwest Common Stock, except as
approved by the Qwest Board of Directors.  The maximum ownership percentage will
be increased  or  terminated  if Qwest or Anschutz  Company sell shares of Qwest
Common Stock to third parties on certain specified terms. BellSouth intends from
time to time to review its ownership  position in and  commercial  and strategic
relationship  with the Company and may,  based on such factors as BellSouth then
deems relevant,  seek to acquire  additional  shares of the Company,  dispose of
shares of the Company,  revise its  existing  commercial  relationship  with the
Company,  enter into  other  strategic  and  commercial  relationships  with the
Company, or take any of the actions set forth in items (a) through (j) of Item 4
of Schedule 13D, and BellSouth may, from time to time,  discuss with the Company
any one or more of the foregoing actions.  Based on the respective objectives of
the Company and BellSouth, the regulatory and competitive environment, and other
factors that BellSouth then deems relevant,  BellSouth may determine  whether or
not to take any of these actions.





                                   SIGNATURES


After  reasonable  inquiry and to the best of my  knowledge  and belief,  I
certify that the  information  set forth in this Amendment No. 1 to Schedule 13D
is true, complete and correct.
                                           BELLSOUTH CORPORATION



                                           By:   /s/ W. Patrick Shannon
                                                 ------------------------
                                                  W. Patrick Shannon
                                                  Vice President and Controller
                                           Date:  July 19, 1999