SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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                                    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): March 6, 2002


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


                                    Delaware
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                 (State or other jurisdiction of incorporation)



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


     1801 California 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
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          (Former name or former address, if changed since last report)

ITEM 9.     Regulation FD Disclosure.

On March 6, 2002, Qwest Communications International Inc. ("Qwest") announced
the following:

o  As previously announced, Qwest is negotiating a proposed amendment to its
   existing $4 billion facility. Please refer to Qwest's March 1, 2002
   conference call (currently available on its website at
   http://www.qwest.com/about/investor/meetings) or Qwest's Current Report on
   Form 8-K filed March 4, 2001.

o  Qwest said it is in advanced negotiations with its major banks under the
   credit facility and has made significant progress on the major terms of a
   proposed amendment to its $4 billion credit facility. Qwest plans to discuss
   the proposed amendment with the other banks under the credit facility over
   the next several days and then to seek formal approval from all the banks
   under the credit facility. Qwest believes that it will reach agreement with
   the banks under the facility soon. However, Qwest cautions that there is no
   assurance that Qwest will reach agreement with the banks to amend the credit
   facility on terms satisfactory to Qwest or when it will be able to do so.

o  Qwest expects that the proposed amendment to the credit facility will require
   the approval of banks holding more than 50% of the loan outstanding under the
   credit facility.

Forward Looking Statements Warning
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This Current Report on Form 8-K contains projections and other 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 Communications International Inc. (together with its
affiliates, "Qwest", "we" or "us") with the Securities and Exchange
Commission, 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 but not limited to: potential
fluctuations in quarterly results; volatility of Qwest's stock price; intense
competition in the markets in which we compete; changes in demand for our
products and services; the duration and extent of the current economic
downturn, including its effect on our customers and suppliers; adverse
economic conditions in the markets served by us or by companies in which we
have substantial investments; dependence on new product development and
acceleration of the deployment of advanced new services, such as broadband
data, wireless and video services, which could require substantial expenditure
of financial and other resources in excess of contemplated levels; higher than
anticipated employee levels, capital expenditures and operating expenses;
rapid and significant changes in technology and markets; adverse changes in
the regulatory or legislative environment affecting our business; delays in
our ability to provide interLATA services within our 14-state local service
area; failure to maintain rights-of-way; and failure to achieve the projected
synergies and financial results expected to result from the acquisition of U S
WEST, and difficulties in combining the operations of the combined company.

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The information contained in this Current Report on Form 8-K is a statement of
Qwest's present intention, belief or expectation and is based upon, among
other things, the existing regulatory environment, industry conditions, market
conditions and prices, the economy in general and Qwest's assumptions.  Qwest
may change its intention, belief or expectation, at any time and without
notice, based upon any changes in such factors, in Qwest's assumptions or
otherwise.  This Current Report on Form 8-K includes 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.

By including any information in this Current Report on Form 8-K, Qwest does
not necessarily acknowledge that disclosure of such information is required by
applicable law or that the information is material.



                                   SIGNATURES


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



                     QWEST COMMUNICATIONS INTERNATIONAL INC.



DATE: March 6, 2002                     By: /s/ YASH A. RANA
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                                                Yash A. Rana
                                                Vice President

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