424(d)

                       SUPPLEMENT DATED FEBRUARY 27, 1998

                                       TO

               PROXY STATEMENT/PROSPECTUS DATED FEBRUARY 12, 1998


         The  following is the  transcript  of the message  available  beginning
February 23, 1998 to persons who call the  toll-free  number  referenced  in the
Proxy Statement/Prospectus dated February 12, 1998 contained in the Registration
Statement on Form S-4 filed by Qwest Communications  International Inc. with the
Securities and Exchange Commission on February 12, 1998:

You  have  reached  Qwest.  The  following   recording  will  provide  you  with
information regarding Qwest's proposed acquisition of Phoenix Network. The terms
used in this  recording  are  defined  in the Proxy  Statement/Prospectus  dated
February 12, 1998 and filed by Qwest with the Securities and Exchange Commission
with the  Registration  Statement on Form S-4. The dollar amounts give effect to
the 2-for-1 stock split of Qwest Common Stock effective on February 24.

If the merger were consummated on Friday,  February 27, the Average Market Price
of Qwest Common Stock would be 35.41  dollars and the  Effective  Time  Adjusted
Average Market Price would be 33.75 dollars.  Assuming the Acquisition  Value to
be 26.8 million dollars,  the Stock Consideration would be approximately  0.0219
shares of Qwest Common Stock per share of Phoenix Common Stock and each share of
Phoenix  Common Stock would  receive Qwest Common Stock having a market value of
approximately  77.5 cents.  Assuming  the  Acquisition  Value to be 28.5 million
dollars,  the Stock Consideration would be approximately  0.0233 shares of Qwest
Common Stock per share of Phoenix  Common Stock and each share of Phoenix Common
Stock would  receive  Qwest Common Stock having a market value of  approximately
82.4 cents.

This recording is not a recommendation to approve Qwest's acquisition of Phoenix
Network,  an offer to sell Qwest Common Stock or a  solicitation  of an offer to
purchase   Qwest   Common   Stock.   That  offer  is  made  only  by  the  Proxy
Statement/Prospectus,  which you should review for more information.  Additional
copies  of  the  Proxy  Statement/Prospectus  may be  obtained  by  calling  the
Secretary of Phoenix Network at (303) 215-5500.


                                        1





         The  following is the  transcript  of the message  available  beginning
March 2, 1998 to persons who call the toll-free  number  referenced in the Proxy
Statement/Prospectus  dated  February  12, 1998  contained  in the  Registration
Statement on Form S-4 filed by Qwest Communications  International Inc. with the
Securities and Exchange Commission on February 12, 1998:

You  have  reached  Qwest.  The  following   recording  will  provide  you  with
information regarding Qwest's proposed acquisition of Phoenix Network. The terms
used in this  recording  are  defined  in the Proxy  Statement/Prospectus  dated
February 12, 1998 and filed by Qwest with the Securities and Exchange Commission
with the Registration Statement on Form S-4.

If the merger were  consummated on Friday,  March 6, the Average Market Price of
Qwest Common Stock would be thirty-five  dollars ($35.00) and the Effective Time
Adjusted  Average Market Price would be  thirty-three  dollars and  seventy-five
cents  ($33.75).  Assuming the  Acquisition  Value to be twenty-six  point eight
million dollars, the Stock Consideration would be approximately 0.0219 shares of
Qwest Common  Stock per share of Phoenix  Common Stock and each share of Phoenix
Common  Stock  would  receive  Qwest  Common  Stock  having  a  market  value of
approximately  seventy-six point six cents. Assuming the Acquisition Value to be
twenty-eight  point  five  million  dollars,  the Stock  Consideration  would be
approximately  0.0233  shares of Qwest Common Stock per share of Phoenix  Common
Stock and each share of Phoenix  Common Stock would  receive  Qwest Common Stock
having a market value of approximately eighty-one point five cents.

This recording is not a recommendation to approve Qwest's acquisition of Phoenix
Network,  an offer to sell Qwest Common Stock or a  solicitation  of an offer to
purchase   Qwest   Common   Stock.   That  offer  is  made  only  by  the  Proxy
Statement/Prospectus,  which you should review for more information.  Additional
copies  of  the  Proxy  Statement/Prospectus  may be  obtained  by  calling  the
Secretary of Phoenix Network at (303) 215-5500.


                                        2





         The  following is the  transcript  of the message  available  beginning
March 6, 1998 to persons who call the toll-free  number  referenced in the Proxy
Statement/Prospectus  dated  February  12, 1998  contained  in the  Registration
Statement on Form S-4 filed by Qwest Communications  International Inc. with the
Securities and Exchange Commission on February 12, 1998:

You  have  reached  Qwest.  The  following   recording  will  provide  you  with
information regarding Qwest's proposed acquisition of Phoenix Network. The terms
used in this  recording  are  defined  in the Proxy  Statement/Prospectus  dated
February 12, 1998 and filed by Qwest with the Securities and Exchange Commission
with the Registration Statement on Form S-4.

If the merger were consummated on Friday,  March 13, the Average Market Price of
Qwest Common Stock would be thirty-five  dollars and three cent ($35.03) and the
Effective Time Adjusted  Average Market Price would be thirty-three  dollars and
seventy-five  cents ($33.75).  Assuming the  Acquisition  Value to be twenty-six
point eight million  dollars,  the Stock  Consideration  would be  approximately
0.0219  shares of Qwest Common Stock per share of Phoenix  Common Stock and each
share of Phoenix  Common Stock would  receive Qwest Common Stock having a market
value of approximately  seventy-six point seven cents.  Assuming the Acquisition
Value to be twenty-eight  point five million  dollars,  the Stock  Consideration
would be approximately  0.0233 shares of Qwest Common Stock per share of Phoenix
Common Stock and each share of Phoenix  Common Stock would  receive Qwest Common
Stock having a market value of approximately eighty-one point five cents.

This recording is not a recommendation to approve Qwest's acquisition of Phoenix
Network,  an offer to sell Qwest Common Stock or a  solicitation  of an offer to
purchase   Qwest   Common   Stock.   That  offer  is  made  only  by  the  Proxy
Statement/Prospectus,  which you should review for more information.  Additional
copies  of  the  Proxy  Statement/Prospectus  may be  obtained  by  calling  the
Secretary of Phoenix Network at (303) 215-5500.


                                        3





         The  following is the  transcript  of the message  available  beginning
March 16, 1998 to persons who call the toll-free number  referenced in the Proxy
Statement/Prospectus  dated  February  12, 1998  contained  in the  Registration
Statement on Form S-4 filed by Qwest Communications  International Inc. with the
Securities and Exchange Commission on February 12, 1998:

You  have  reached  Qwest.  The  following   recording  will  provide  you  with
information regarding Qwest's proposed acquisition of Phoenix Network. The terms
used in this  recording  are  defined  in the Proxy  Statement/Prospectus  dated
February 12, 1998 and filed by Qwest with the Securities and Exchange Commission
with the Registration Statement on Form S-4.

If the merger were consummated on Friday,  March 20, the Average Market Price of
Qwest Common Stock would be thirty-six  dollars and  fifty-three  cents ($36.53)
and the  Effective  Time  Adjusted  Average  Market  Price would be  thirty-four
dollars and  eighty-nine  cents ($34.89).  Assuming the Acquisition  Value to be
twenty-six  point  eight  million  dollars,  the  Stock  Consideration  would be
approximately  0.0218  shares of Qwest Common Stock per share of Phoenix  Common
Stock and each share of Phoenix  Common Stock would  receive  Qwest Common Stock
having a market value of approximately  seventy-nine  point  sixty-three  cents.
Assuming the Acquisition  Value to be twenty-eight  point five million  dollars,
the Stock  Consideration  would be  approximately  0.0232 shares of Qwest Common
Stock per share of Phoenix  Common Stock and each share of Phoenix  Common Stock
would  receive  Qwest  Common  Stock  having  a market  value  of  approximately
eighty-four point sixty-eight cents.

This recording is not a recommendation to approve Qwest's acquisition of Phoenix
Network,  an offer to sell Qwest Common Stock or a  solicitation  of an offer to
purchase   Qwest   Common   Stock.   That  offer  is  made  only  by  the  Proxy
Statement/Prospectus,  which you should review for more information.  Additional
copies  of  the  Proxy  Statement/Prospectus  may be  obtained  by  calling  the
Secretary of Phoenix Network at (303) 215-5500.


                                        4





         The  following is the  transcript  of the message  available  beginning
March 25, 1998 to persons who call the toll-free number  referenced in the Proxy
Statement/Prospectus  dated  February  12, 1998  contained  in the  Registration
Statement on Form S-4 filed by Qwest Communications  International Inc. with the
Securities and Exchange Commission on February 12, 1998:

You  have  reached  Qwest.  The  following   recording  will  provide  you  with
information regarding Qwest's proposed acquisition of Phoenix Network. The terms
used in this  recording  are  defined  in the Proxy  Statement/Prospectus  dated
February 12, 1998 and filed by Qwest with the Securities and Exchange Commission
with the Registration Statement on Form S-4.

If the merger  were  consummated  on Monday,  March 30 (which is the date of the
Phoenix Annual Meeting), the Average Market Price of Qwest Common Stock would be
thirty-eight  dollars and nine cents  ($38.09) and the  Effective  Time Adjusted
Average  Market  Price  would  be  thirty-four  dollars  and  sixty-seven  cents
($34.67).  Assuming the Acquisition  Value to be twenty-six  point eight million
dollars,  the Stock Consideration would be approximately  0.0213 shares of Qwest
Common Stock per share of Phoenix  Common Stock and each share of Phoenix Common
Stock would  receive  Qwest Common Stock having a market value of  approximately
eighty-one   point  sixteen  cents.   Assuming  the  Acquisition   Value  to  be
twenty-eight  point  five  million  dollars,  the Stock  Consideration  would be
approximately  0.0227  shares of Qwest Common Stock per share of Phoenix  Common
Stock and each share of Phoenix  Common Stock would  receive  Qwest Common Stock
having a market value of approximately eighty-six point thirty-one cents.

This recording is not a recommendation to approve Qwest's acquisition of Phoenix
Network,  an offer to sell Qwest Common Stock or a  solicitation  of an offer to
purchase   Qwest   Common   Stock.   That  offer  is  made  only  by  the  Proxy
Statement/Prospectus,  which you should review for more information.  Additional
copies  of  the  Proxy  Statement/Prospectus  may be  obtained  by  calling  the
Secretary of Phoenix Network at (303) 215-5500.


                                        5