8-K/A

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

                         UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                    Washington, D. C.  20549
                                
                           FORM 8-K/A
                                
                         CURRENT REPORT
 
  Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
                                   
                        October 22, 1997
        Date of Report (date of earliest event reported)
                                
            Qwest Communications International Inc.
      (Exact name of registrant specified in its charter)
                                
 
Delaware            000-22609                84-1339282
(State or other    (Commission File         (I.R.S. Employer
jurisdiction of     Number)                  Identification No.)
incorporation or 
organization)          
               555 Seventeenth Street, Suite 1000
                    Denver, Colorado  80202
            (Address of principal executive offices)
                                
                         (303) 291-1400
      (Registrant's telephone number, including area code)
                                
                         Not applicable
 (Former name or former address, if changed since last report)

     Qwest Communications International Inc. (the Registrant) hereby amends its
current report on Form 8-K originally filed with the Securities and Exchange
Commission (the Commission) on November 6, 1997, describing the acquisition by
Qwest Communications Corporation, a wholly-owned subsidiary of the Registrant,
of all of the issued and outstanding shares of capital stock of SuperNet, Inc.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS
    
    (a)   The financial statements required by this item were included in the
Registrant's Registration Statement on Form S-4 (Registration No. 333-42847) on
pages F-41 through F-62, originally filed with the Commission on December 22,
1997, and are incorporated herein by reference.
    
    (b)   The pro forma financial information required by this item was included
in the Registrant's Registration Statement on Form S-4 (Registration No.
333-42847) on pages F-63 through F-70, originally filed with the Commission on
December 22, 1997, and are incorporated herein by reference.
    
    (c)   Exhibits

           23.1  Consent of Dollinger, Smith and Co.
                      
                           SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
 
                                      Qwest Communications International Inc.,
                                           a Delaware corporation
 
December 23, 1997                           By: /s/ RICHARD L. SMITH
                                               ------------------------------
                                            Richard L. Smith
                                            Executive Vice President
                                            and Controller
                                            (Duly Authorized Officer)

EX-23.1

                                                                    
Exhibit 23.1




                             CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS




We  consent to the incorporation by reference in the Registration Statement 
of Qwest Communications International Inc. on Form S-8 (Registration No. 
333-30123) of our report dated September 26, 1997 relating to the balance sheet
of SuperNet, Inc. as of June 30,  1997 and the related statements of 
operations, changes in stockholders' equity and cash flows for the year then 
ended. 


DOLLINGER, SMITH & CO.

Englewood, Colorado
December 22, 1997