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 30, 2000

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

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

           00-22609                                     84-1339282
         ---------------------------------------------------------------
   (Commission File Number)                  (IRS Employer Identification No.)

                  1801 California Street Denver, Colorado 80202
         ---------------------------------------------------------------
                    (Address of principal executive offices)

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



         ITEM 5.  OTHER EVENTS

         On June 30, 2000, the Registrant consummated the merger of U S WEST,
Inc., a Delaware corporation ("U S WEST"), with and into the Registrant. Each
share of common stock of U S WEST was converted into the right to receive
1.72932 shares of the Registrant's common stock and cash in lieu of
fractional shares of the Registrant. The Registrant issued approximately
942,928,542 shares of the Registrant's common stock to U S WEST shareholders
in the merger (including shares issuable upon the exercise of outstanding
options).

         On June 30, the Registrant also completed its previously announced sale
to Touch America, Inc. of certain of its interLATA businesses in its 14-state
local service area, as required by Section 271 of the Communications Act of
1996, as amended.

         On June 30, 2000, the Registrant issued a press release announcing the
completion of the merger.

         A copy of the press release is attached as Exhibit 99.1 and is
incorporated by reference herein.

         ITEM 7:  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
                  AND EXHIBITS

         (a)      Financial Statements of Business Acquired

                  Not applicable.

         (b)      Pro Forma Financial Information

                  Not applicable.

         (c)      Exhibits

                  99.1       Press Release of the Registrant dated June 30, 2000


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                                   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 COMMUNICTIONS INTERNATIONAL INC.



DATE: June 30, 2000                 By:       /s/ Drake S. Tempest
                                            ------------------------------
                                            Drake S. Tempest
                                            Executive Vice President, General
                                            Counsel and Chief Administrative
                                            Officer


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                                  EXHIBIT INDEX

99.1     Press release of the Registrant dated June 30, 2000


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EX-99.1

[QWEST LOGO]

FOR IMMEDIATE RELEASE

          QWEST COMMUNICATIONS COMPLETES MERGER WITH U S WEST, CREATING
            $85 BILLION BROADBAND INTERNET COMMUNICATIONS COMPETITOR

             NEW BOARD OF DIRECTORS NAMED; COMPANY ADDED TO S&P 500

DENVER, JUNE 30, 2000 -- Qwest Communications International Inc. (NYSE: Q), the
broadband Internet communications company, today completed its merger with U S
WEST, Inc. The companies closed the transaction in 49 weeks, faster than any
other large merger in the communications industry. Government officials at the
federal and state levels gave fast-track approval to the merger, which is the
first combination of old and new economy communications companies.

The new Qwest will have an $85 billion market capitalization; expected pro forma
year 2000 revenue of $18.5 billion and pro forma year 2000 earnings before
interest, taxes, depreciation and amortization (EBITDA) of $7.4 billion. The
merger produces a company featuring Qwest's broadband Internet data, video and
voice communications capabilities with digital subscriber line (DSL), wireless
services and local communications services in 14 states.

"During the past three years Qwest has become one of the fastest growing
Internet communications companies in the world, solidifying Qwest's position as
the third-largest carrier of Internet traffic. The new Qwest will have the
scale, scope and growth characteristics to deliver more value for shareowners
and to continue to lead the industry in the delivery of innovative applications
and services," said Joseph P. Nacchio, who will continue to be Qwest's chairman
and CEO.

The new Qwest Board of Directors includes current Qwest board members Philip F.
Anschutz, Joseph P. Nacchio, Jordan L. Haines, Cannon Y. Harvey, Vinod Khosla,
Craig D. Slater, and W. Thomas Stephens. In addition, U S WEST appointed Linda
G. Alvarado, Craig R. Barrett, Hank Brown, George J. Harad, Peter S. Hellman,
Marilyn C. Nelson, and Frank Popoff.

Each U S WEST share will be exchanged for 1.72932 shares of Qwest common stock.
Qwest will issue approximately 882 million shares in exchange for U S WEST
shares currently outstanding, or approximately 53 percent of the combined
company's shares.

The all-stock transaction will be accounted for as a purchase and is tax-free to
U S WEST shareowners to the extent of the Qwest stock delivered in the
transaction. For accounting purposes only, U S WEST will be deemed the acquirer
and its assets and liabilities will be brought forward at net book value.

Nacchio added, "Our new company will improve communication with elected and
appointed state and federal officials, be faster in responding to customer
service concerns, be stronger



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in the competitive marketplace, and continue to develop cutting-edge, high-tech
solutions for our customers."

The new Qwest is expected to have a compounded average annual revenue growth
rate of approximately 15-17 percent, and a compounded average annual EBITDA
growth rate of approximately 20 percent, for the period 2000 through 2005.
Revenue synergies of $12 billion over a five-and one-half year period are
expected from the merger. Cost savings are estimated to be $4.4 billion over the
same five-and one-half year period.

Qwest will be added to the Standard and Poor's 500 list (S&P 500), replacing U S
WEST. Widely recognized around the world as the standard for measuring large-cap
U.S. stock market performance, the S&P 500 includes a representative sample of
leading companies in major U.S. industries. The move to the S&P 500 further
reflects Qwest's leadership position in the broadband Internet communications
marketplace and will help raise awareness with new investors and customers.

Announced on July 18, 1999, the merger was approved by shareholders of both
companies on November 2, 1999. All federal and state regulatory approvals were
received prior to June 30, 2000. The combined company will have 71,000
employees. Its headquarters will be at 1801 California Street in downtown
Denver.

ABOUT QWEST
Qwest Communications International Inc. (NYSE: Q) is a leader in reliable,
scalable and secure broadband Internet-based data, voice and image
communications for businesses and consumers. The Qwest Macro
Capacity-Registered Trademark- Fiber Network, designed with the newest
optical networking equipment for speed and efficiency, spans more than
104,000 miles globally. For more information, please visit the Qwest web site
at www.qwest.com.

MEDIA AND INVESTOR CONTACTS:
QWEST MEDIA:
- ------------
Matt Barkett                            Tyler Gronbach
(303) 992-2085                          (303) 992-2155
matt.barkett@qwest.com                  tyler.gronbach@qwest.com

QWEST INVESTORS:
- ----------------
Lee Wolfe
800-567-7296
IR@qwest.com

This release may contain forward-looking statements that involve risks and
uncertainties. These statements may differ materially from actual future events
or results. Readers are referred to the documents filed by Qwest with the SEC,
specifically the most recent reports which identify important risk factors that
could cause actual results to differ from those contained in the forward-looking
statements, including potential fluctuations in quarterly results, dependence on
new product development, rapid technological and market change, failure to
maintain rights of way, financial risk management and future growth subject to
risks, adverse changes in the regulatory or legislative environment. This
release may include analysts' estimates and other information prepared by third
parties, for which Qwest assumes no responsibility. Qwest undertakes no
obligation 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 hereof or to reflect the occurrence of
unanticipated events.

The Qwest logo is a registered trademark of, and CyberCenter is a service mark
of, Qwest Communications International Inc. in the U.S. and certain other
countries.




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                                MERGER FACT SHEET

                                                  
Headquarters:                                        1801 California Street, Denver, CO 80202

Combined expected 2000 pro-forma revenue             $18.5 billion

Combined expected 2000 pro-forma EBITDA              $7.4 billion

Market Capitalization                                $85 billion (based on 6/30/00 closing price)

Customers                                            29 million

Employees                                            71,000

Global fiber optic route miles                       104,165

World wide presence                                  14 Countries

CyberCenters (Data Centers)                          7 currently, more than 40 by 2003

Sales offices                                        151

Sales representatives                                6,500

Transfer and Exchange Agent                          Bank of New York
                                                     Shareholder Relations Department-11E
                                                     P.O. Box 11258 Church Street Station
                                                     New York, NY  10286
                                                     1-877-268-2263