8-K

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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

                                    FORM 8-K

                                 CURRENT REPORT


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


         Date of Report (Date of earliest event reported): June 11, 1999


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



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



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



700 QWEST TOWER, 555 SEVENTEENTH STREET          DENVER, COLORADO       80202
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(Address of principal executive offices)                              (Zip Code)



        Registrant's telephone number, including area code: 303-992-1400
                                                            ------------

                                 NOT APPLICABLE
        -----------------------------------------------------------------
          (Former name or former address, if changed since last report)




Item 4. Changes in Registrant's Certifying Accountant

On June 11, 1999, the Company entered into a business venture with its
certifying accountant KPMG LLP that effectively impaired KPMG's independence. As
a result, KPMG LLP notified the company that they would be unable to continue as
the Company's certifying accountant. The Company, on the recommendation of its
Audit Committee, selected Arthur Andersen LLP to serve as its certifying
accountant with respect to subsequent periods.

KPMG LLP's reports on the Company's financial statements for the years ended
December 31, 1998 and 1997 did not contain an adverse opinion or disclaimer of
opinion and were not qualified as to audit scope or accounting principles.
During the years ended December 31, 1998 and 1997 or for the subsequent interim
period through the date of this Form 8-K, the Company has not had any
disagreement with KPMG LLP on any matter of accounting principles, financial
statement disclosure, or auditing scope or procedures which disagreement if not
resolved to the satisfaction of KPMG LLP, would have caused KPMG LLP to make
reference to the subject matter of the disagreement in connection with its
report.

 Item 7.  Financial Statements and Exhibits

     c.  Exhibits

Exhibit No.        Description
16                 Letter regarding Change in Certifying Independent Accountant





                                   SIGNATURES


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

                                 QWEST COMMUNICATIONS INTERNATIONAL INC.


DATE:  June 11, 1999          By: /s/ Robert S. Woodruff
                                 ---------------------------------------
                                  Robert S. Woodruff,
                                  Executive Vice President-Finance and Chief
                                  Financial Officer

EX-16

Exhibit 16

June 18, 1999


Securities and Exchange Commission
Washington, D.C.  20549

Ladies and Gentlemen:

We were previously principal accountants for Qwest Communications International
Inc. and, under the date of February 2, 1999, we reported on the consolidated
financial statements of Qwest Communications International Inc. and subsidiaries
as of December 31, 1998 and 1997 and for each of the years ended in the
three-year period ended December 31, 1998. On June 11, 1999 we notified the
Company that we would be unable to continue as the Company's certifying
accountants due to our lack of independence. We have read Qwest Communications
International Inc.'s statements included under Item 4 of its Form 8-K filed June
18, 1999, and we agree with such statements, except that we are not in a
position to agree or disagree with Qwest Communications International Inc's
statement as to the recommendation by the audit committee of the board of
directors or selection of the new certifying accountants.

Very truly yours,

KPMG LLP