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 16, 2002


                     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.)


       1801 California Street          Denver, Colorado              80202
      ------------------------------------------------------------------------
      (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 5.  Other Items.

On June 16, 2002, the Board of Directors of Qwest Communications International
Inc. unanimously elected Richard C. Notebaert, former Chairman and CEO of
Ameritech Corporation, as its Chairman and CEO. Mr. Notebaert succeeds Joseph P.
Nacchio, who voluntarily resigned from his position as Chairman and CEO and from
the Board of Directors. A copy of the press release announcing the same is
attached as Exhibit 99.1 to this Current Report on Form 8-K.

Forward Looking Statements Warning
- ----------------------------------

This Current Report on Form 8-K may contain projections and other forward-
looking statements that involve assumptions, risks and uncertainties.
Readers are cautioned not to place undue reliance on these statements, which
speak only as of the date of this Current Report on Form 8-K. 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 (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 but not limited to: the
duration and extent of the current economic downturn in our 14-state local
service area, including its effect on our customers and suppliers; any adverse
outcome of the SEC's current inquiries into Qwest's accounting policies,
practices and procedures; adverse results of increased review and scrutiny by
regulatory authorities, media and others (including any internal analyses) of
financial reporting issues and practices or otherwise; rapid and significant
changes in technology and markets; 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; our future
ability to provide interLATA services within our 14-state local service area;
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; 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; adverse changes in the regulatory or
legislative environment affecting our business; adverse developments in
commercial disputes or legal proceedings; and changes in the outcome of future
events from the assumed outcome included by Qwest in its significant accounting
policies.

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. The
cautionary statements contained or referred to in this Current Report on Form
8-K should be considered in connection with any subsequent written or oral
forward looking statements that Qwest or persons acting on its behalf may issue.
This Current Report on Form 8-K may include analysts' estimates and other

                                       2


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.

ITEM 7.  Financial Statements, Pro Forma Financial Information and Exhibits

         Exhibit 99.1     Press Release dated June 17, 2002.


                                   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: June 17, 2002               By: /s/ YASH A. RANA
                                      ------------------------------------------
                                      Yash A. Rana
                                      Vice President

                                       3


                                  EXHIBIT INDEX


         Exhibit 99.1     Press Release dated June 17, 2002.

                                       4

EX-99

ride the light(sm) [GRAPHIC OMITTED]                                        NEWS

QWEST(R)

                          NOTEBAERT SUCCEEDS NACCHIO AS
                    CHAIRMAN AND CEO OF QWEST COMMUNICATIONS

DENVER, June 17, 2002 -- Qwest Communications International Inc. (NYSE: Q)
announced today that its Board of Directors has unanimously elected Richard C.
Notebaert, former chairman and CEO of Ameritech Corporation, as its chairman and
CEO, effective today. Notebaert succeeds Joseph P. Nacchio, who voluntarily
resigned from his position as chairman and CEO and from the Board. Nacchio has
agreed to serve as a consultant to the company for up to two years, to assist in
transition, strategy, planning and other matters of importance to the company.
At the same time, Philip F. Anschutz resigned as non-executive chairman of the
board. Anschutz remains a director and chairman of the executive committee of
the board.

The company plans no changes in strategy or operations.

Anschutz said, "When Joe Nacchio came on board in 1997, Qwest was a very
different company. We had a foundation, but needed a leader to bring technology
and a vision to life and grow Qwest into a full-service communications company.
Few companies have attempted to achieve so much and even fewer have ever
accomplished such a goal. Joe Nacchio did that and more--he brought a renewed
focus on customer service and prepared us for re-entry into the long-distance
business. We wish him well."

Frank Popoff, a Qwest board member and chairman of the compensation committee,
said, "Our initial vision is intact. We have great talent and our operations are
strong. We must now focus on rebuilding shareholder value and ensuring that
Qwest's employees, partners and customers can benefit from our strengths."
Popoff continued, "We need an experienced new leader with strong operational
skills for the next phase of the company's development. We are fortunate to have
attracted someone of Dick Notebaert's stature and experience. The board believes
Dick is the right CEO to lead Qwest as it takes full advantage of its unique
assets and market position for the benefit of all stakeholders."

Joe Nacchio said, "I am proud of all that we have accomplished in bringing Qwest
to this point. After criss-crossing the globe for five and one-half grueling
years to build Qwest, living in two different cities, and having achieved our
major goals, I have expressed my desire to spend more time with my family and
pursue other opportunities."

Nacchio continued, "The company's fundamentals are strong and it will have
enormous opportunities in the period ahead as Qwest reduces debt and as the
regional economy recovers. Operationally, Qwest's local service results are at
record highs, long-distance approval is within reach and Qwest has the
infrastructure in place to serve its growing market share in enterprise accounts



and to offer long-distance in its region almost immediately after approval. I
look forward to assisting in the transition."

Dick Notebaert said, "I am honored to have been asked by the board to join the
Qwest team. In considering this new position, the opportunity to create
substantial value at Qwest was simply too compelling to resist. The company has
superb assets, a powerful position in its 14-state region, a solid customer
base, a strong management team and a talented and resilient work force. I look
forward to working with Qwest's board, management and employees to make the
company all it can be in the years ahead."

Notebaert, 54, was chairman and CEO of Ameritech, the regional Bell company in
five Midwestern states (Illinois, Indiana, Michigan, Ohio and Wisconsin), from
1994 until 1999, when it merged with SBC Communications. Under his leadership,
Ameritech produced exceptionally strong financial results among major U.S. local
communications companies, including 45 percent sales growth and 293 percent
total return during the period, and five straight years of double-digit earnings
growth and Ameritech's market capitalization more than tripled to $70 billion.
Most recently, Notebaert has been president and CEO of Tellabs, Inc. since 2000.

Notebaert is also a director of Aon Corporation and Cardinal Health, Inc., and a
trustee of the University of Notre Dame. He is a member of the Chicago
Metropolis 2020 Executive Council and a member of Brookfield Zoo Board of
Advisors. He is also a member of The Business Council, the Civic Committee of
The Commercial Club of Chicago and The Executives' Club of Chicago.

Webcast
As previously announced, Qwest will host a conference call for investors and the
media today at 7 a.m. EDT to discuss today's news. The call may be heard (live
and replay) on the Web at www.qwest.com/about/investor/meetings.

About Qwest
Qwest Communications International Inc. (NYSE: Q) is a leader in reliable,
scalable and secure broadband data, voice and image communications for
businesses and consumers. The Qwest Macro Capacity(R) Fiber Network, designed
with the newest optical networking equipment for speed and efficiency, spans
more than 190,000 miles globally. For more information, please visit the Qwest
Web site at www.qwest.com.

                                       ###

This release may contain projections and other forward-looking statements that
involve assumptions, risks and uncertainties. Readers are cautioned not to place
undue reliance on these statements, which speak only as of the date of this
release. 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 (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 but not
limited to: the duration and extent of the current economic downturn in our
14-state local service area, including its effect on our customers and
suppliers; any adverse outcome of the SEC's current inquiries into Qwest's
accounting policies, practices and procedures; adverse results of increased
review and scrutiny by regulatory authorities, media and others (including any
internal analyses) of financial reporting issues and practices or otherwise;
rapid and significant changes in technology and markets; 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; our future ability to provide interLATA services within our
14-state local service area; 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; 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; adverse changes in
the regulatory or legislative environment affecting our business; adverse
developments in commercial disputes or legal proceedings; and changes in the
outcome of future events from the assumed outcome included by Qwest in its
significant accounting policies. The information contained in this release 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. The cautionary statements contained or referred to in this release
should be considered in connection with any subsequent written or oral forward
looking statements that Qwest or persons acting on its behalf may issue. 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.

Contact Information:

Qwest Media Contact                         Qwest Investor Contact
Tyler Gronbach                              Stephanie Comfort
303-992-2155                                800-567-7296
tyler.gronbach@qwest.com                    IR@qwest.net
                                            ------------
For Mr. Nacchio
Rubenstein Associates
Howard Rubenstein
212-843-8080
Marcia Horowitz
212-843-8014