8-K

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UNITED STATES
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: December 8, 2003
(Date of earliest event reported) (December 5, 2003)

QWEST COMMUNICATIONS INTERNATIONAL INC.
Exact Name of Registrant as Specified in its Charter

	Delaware (State or other jurisdiction of incorporation)
000-22609 (Commission File Number)		84-1339282 (IRS Employer Identification No.)

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

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

(Former name or former address, if changed since last report): Not applicable

Item 7(c). Exhibits.

Exhibit No.	Exhibit Description
10.45*	Amendment No. 2 To Credit Agreement And Amendment No. 1 To Security And Pledge Agreement Among Qwest Services Corporation, Qwest Communications International Inc., Qwest Dex Holdings, Inc., Qwest Dex,  Inc., The Banks Party Thereto And Bank of America, N.A., as Administrative Agent

*

Filed herewith

Item 9. Regulation FD Disclosure.

        On December 5, 2003, Qwest Communications International Inc. ("Qwest" or the "Company" or "we" or "us" or "our") and its wholly owned subsidiaries, Qwest Capital Funding, Inc. and Qwest Services Corporation, announced that, they have increased the size of their pending offers to purchase specified series of their outstanding debt securities (the "Notes") for cash from $2.25 billion to $3.0 billion aggregate principal amount of Notes. A copy of the press release announcing the same is attached as Exhibit 99.1 to this Current Report on Form 8-K.

        In addition, Qwest has received an amendment on the Qwest Services Corporation credit facility in order to facilitate the offer. A copy of the amendment is attached as Exhibit 99.2 to this Current Report on Form 8-K.

Forward Looking Statements Warning

        This release may contain 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 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: the duration and extent of the current economic downturn in our 14-state local service area, including its effect on our customers and suppliers; access line losses due to increased competition, including from technology substitution of our access lines with wireless and cable alternatives; our substantial indebtedness, and our inability to complete any efforts to de-lever our balance sheet through asset sales or other transactions; any adverse outcome of the SEC's current investigation into our accounting policies, practices and procedures and certain transactions; any adverse outcome of the current investigation by the U.S. Attorney's office in Denver into certain matters relating to us; adverse results of increased review and scrutiny by Congress, regulatory authorities, media and others (including any internal analyses) of financial reporting issues and practices or otherwise; further delays in making required public filings with the SEC; rapid and significant changes in technology and markets; any adverse developments in commercial disputes or legal proceedings, including any adverse outcome of current or future legal proceedings related to matters that are the subject of governmental investigations, and, to the extent not covered by insurance, if any, our inability to satisfy any resulting obligations from funds available to us, if any; potential fluctuations in quarterly results; volatility of our stock price; intense competition in the markets in which we compete including the likelihood of certain of our competitors emerging from bankruptcy court protection or otherwise reorganizing their capital structure and competing effectively against us; changes in demand for our products and services; 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; and changes in the outcome of future events from the assumed outcome included in our significant accounting policies.

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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. 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 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.

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SIGNATURE

        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: December 5, 2003	By:	/s/  STEPHEN E. BRILZ
	Name:  Stephen E. Brilz Title:    Assistant Secretary

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EXHIBIT INDEX

Exhibit No.	Exhibit Description
10.45*	Amendment No. 2 To Credit Agreement And Amendment No. 1 To Security And Pledge Agreement Among Qwest Services Corporation, Qwest Communications International Inc., Qwest Dex Holdings, Inc., Qwest Dex,  Inc., The Banks Party Thereto And Bank of America, N.A., as Administrative Agent
99.1*	Press release dated December 5, 2003

*

Filed herewith

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Item 7(c). Exhibits.
Item 9. Regulation FD Disclosure.

SIGNATURE

EX-10.45

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EXHIBIT 10.45

AMENDMENT NO. 2 TO CREDIT AGREEMENT AND AMENDMENT NO. 1 TO SECURITY AND PLEDGE AGREEMENT

        AMENDMENT ("Amendment") dated as of December 5, 2003 to the Second Amended and Restated Credit Agreement dated as of August 30, 2002 (as amended by Amendment No. 1 thereto dated as of November 6, 2002, the "Credit Agreement") among QWEST SERVICES CORPORATION (the "Borrower"), QWEST COMMUNICATIONS INTERNATIONAL INC., QWEST DEX HOLDINGS, INC., QWEST DEX, INC., the BANKS party thereto and BANK OF AMERICA, N.A., as Administrative Agent (the "Agent") and to the Security and Pledge Agreement referred to in the Credit Agreement.

W I T N E S S E T H:

        WHEREAS, the parties hereto desire to amend the Credit Agreement and the Pledge and Security Agreement as set forth herein;

        NOW, THEREFORE, the parties hereto agree as follows:

        Section 1. Defined Terms; References. Unless otherwise specifically defined herein, each term used herein which is defined in the Credit Agreement or the Pledge and Security Agreement has the meaning assigned to such term in the Credit Agreement or the Pledge and Security Agreement, as the case may be. Each reference to "hereof", "hereunder", "herein" and "hereby" and each other similar reference and each reference to "this Agreement" and each other similar reference contained in the Credit Agreement or the Pledge and Security Agreement shall, on and after the Amendment Effective Date (as defined in Section 12 below), refer to the Credit Agreement or the Pledge and Security Agreement as amended hereby.

        Section 2. Additional Scheduled Commitment Reduction Date. Section 2.09(b) of the Credit Agreement is amended as follows:

        (1)   the definition of "Scheduled Commitment Reduction Date" is amended to read in its entirety as follows:

"Scheduled Commitment Reduction Date" means May 4, 2004.

        (2)   the chart that forms part of the definition of "Commitment Reduction Amount" is amended to read in its entirety as follows:

Scheduled Commitment Reduction Date	Amount
May 4, 2004	The lesser of (i) $500,000,000 and (ii) such amount as shall be necessary such that, after giving effect to the reduction of the Commitments, the aggregate amount of the Commitments equals not more than $750,000,000

        Section 3. Additional Restricted Payments Basket as a Result of Equity Issuances. Section 5.10(a) of the Credit Agreement is amended as follows:

        (1)   the "and" at the end of clause (iii) thereof is deleted and replaced with a comma,

        (2)   the reference to "clauses (iv), (v), (vi) and (vii)" contained in clause (iv) (y) thereof is replaced with a reference to "clauses (iv) through (ix), inclusive", and

        (3)   a new clause (v) is added immediately after clause (iv) thereof, to read in its entirety as follows:

        (v)   the Company may make any Restricted Payment not otherwise permitted by the foregoing clauses, so long as, at the time of any such proposed Restricted Payment, the QCII

Ratio (as defined in the Indenture dated as of December 26, 2002 between the Borrower and Bank One Trust Company, N.A., as Trustee, as in effect on the Amendment No. 2 Effective Date (the "Borrower Indenture")) is satisfied and, after giving effect to any such Restricted Payment on any test date, the aggregate amount of Restricted Payments declared or paid by the Company after the Amendment No. 2 Effective Date does not exceed the sum of (1) 100% of the aggregate net cash proceeds received by the Company from the issuance of Equity Interests of the Company after the Amendment No. 2 Effective Date and (2) the aggregate principal or face amount of Debt of the Company that has been converted into Equity Interests of the Company (other than Debt to a Subsidiary) after the Amendment No. 2 Effective Date; provided that, immediately before and after giving effect to any such Restricted Payment, no Default has occurred and is continuing (and, for purposes of this clause (v), "Equity Interests" shall only include Equity Interests that qualify as "Qualified Equity Interests" under the Borrower Indenture).

        Section 4. Unlimited Ability to Refinance Existing QCC Debt; Refinancings of QCII and Capital Funding Debt with new Borrower Debt, Increase in the Basket for Debt Repurchases. Section 5.10(b) of the Credit Agreement is amended as follows:

        (1)   clause (ii) thereof is amended to read in its entirety as follows:

         (ii)  exchanges, repurchases and tenders so long as the only consideration therefor is any of (x) Debt permitted by Sections 5.12(c), 5.12(d) and 5.12(j) and Section 5.12(h) Borrower Exchange Debt, (y) cash to the extent permitted by any of clauses (iv), (v), (vi), (vii), (viii) and (ix) of this subsection 5.10(b), and (z) Qualifying Equity Interests,

        (2)   clause (iii) thereof is amended to read in its entirety as follows:

        (iii)  refinancings, extensions and renewals of Subject Debt with the cash proceeds of Debt permitted to be incurred under Sections 5.12(d), 5.12(h), 5.12(i) and 5.12(l) and clause (ii) of the definition of QwestDex Term Debt; provided that in connection therewith, the Company and its Subsidiaries may use cash (in addition to the cash proceeds of such Debt) only to the extent permitted by clauses (iv), (v), (vi), (vii), (viii) and (ix) of this subsection 5.10(b),

        (3)   clause (vi) thereof is amended to read in its entirety as follows:

        (vi)  at any time after the aggregate amount of the Commitments (less the amount of any cash collateral for the Loans held by the Collateral Agent on terms and conditions satisfactory to it) is $750,000,000 or less, any payments after the Amendment No. 2 Effective Date with respect to Subject Debt (other than the Subject Debt of a Corp. Company) in an aggregate amount (including payments made after the Amendment No. 2 Effective Date in reliance on clause (v)) not to exceed $3,100,000,000,

        (4)   the period at the end of clause (vii) thereof is replaced with a comma, and

        (5)   the following new clauses (viii) and (ix) are added immediately after clause (vii) thereof, to read in their entirety as follows:

      (viii)  at any time after the aggregate amount of the Commitments (less the amount of any cash collateral for the Loans held by the Collateral Agent on terms and conditions satisfactory to it) is $750,000,000 or less, any payments with respect to the 7¹/4% Senior Notes of QCC due June 15, 2007, and

        (ix)  at any time after the aggregate amount of the Commitments (less the amount of any cash collateral for the Loans held by the Collateral Agent on terms and conditions satisfactory to it) is $750,000,000 or less, refinancings, repurchases and redemptions of Subject Debt of the Company or Capital Funding that matures prior to the Termination Date ("Inside Maturity

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Debt"), using as consideration cash or the proceeds of Debt permitted by Sections 5.12(h) and 5.12(l) (or a combination thereof) and incurred within 180 days prior to the scheduled maturity of the applicable Inside Maturity Debt.

        Section 5. Additional Debt at Corp. Companies; Additional Subordinated Debt at the Borrower. (a) Section 5.12(h) of the Credit Agreement is amended to read in its entirety as follows:

        (h)   Debt of any QwestDex Company, any Corp. Company or the Borrower (other than Debt permitted by subsections (a) through (g), inclusive, above, Debt of the Borrower incurred in reliance on subsections (j) and (i) below and Purchase Money Debt incurred in reliance on subsection (k) below), including without limitation Purchase Money Debt; provided that (i)(x) the aggregate principal or face amount of Debt of the QwestDex Companies and the Corp. Companies incurred after the Amendment No. 2 Effective Date in reliance on this subsection (h) shall not exceed $1,000,000,000 and (y) the aggregate principal or face amount of Debt of the Borrower incurred after the Amendment No. 2 Effective Date in reliance on this subsection (h) shall not exceed $2,000,000,000 (and, for purposes of calculating such aggregate principal or face amount of Debt of the Borrower, any Debt that consists of a Guarantee shall have a principal or face amount equal to the principal or face amount of the Debt Guaranteed pursuant thereto) and (ii) any such Debt of the Borrower shall be on Qualifying Terms; provided that any Debt of the Borrower incurred in reliance on this subsection (h) shall not be required to have the terms set forth in clause (iv) of the definition of "Qualifying Terms";

        (b)   Section 5.12(j) of the Credit Agreement is amended to read in its entirety as follows:

        (j)    Debt of the Borrower not otherwise permitted by the foregoing subsections which is issued to the holders thereof in exchange for, or as consideration for, the repurchase or tender of Subject Debt held by such holders, so long as such Debt is on Qualifying Terms.

        Section 6. Addition of a Defined Term. A new definition of "Amendment No. 2 Effective Date" is added in alphabetical order in Section 1.01 of the Credit Agreement, to read in its entirety as follows:

        "Amendment No. 2 Effective Date" means the date of effectiveness of Amendment No. 2 to this Agreement.

        Section 7. Extension of Waiver for Delivery of Certain Financials. (a) Reference is made to the Limited Waiver dated September 10, 2003 (the "Waiver") relating to the delivery of certain financial information of the Borrower and Corp. Pursuant to this Section 5, each Bank hereby agrees that (i) the date for delivery of the Borrower 2002 SEC Information is extended until the earlier of (x) January 31, 2004 and (y) the Borrower 2002 SEC Filing Date, (ii) the date for delivery of the Corp 2002 SEC Information is extended until the earlier of (x) January 31, 2004 and (y) the Corp 2002 SEC Filing Date, (iii) the date for delivery of the 2003 Q1 Information is extended until the earlier of (x) January 31, 2004 and (y) the Q1 SEC Filing Date, (iv) the date for delivery of the 2003 Q2 Information is extended until the earlier of (x) January 31, 2004 and (y) the Q2 SEC Filing Date, and (v) the date for delivery of the 2003 Q3 Information with respect to the Borrower and Corp. only is extended until the earlier of (x) January 31, 2004 and (y) the Q3 SEC Filing Date. For purposes of this Section, "2003 Q3 Information" means the information and officers certificates required under Section 5.01(b) and 5.01(c) of the Credit Agreement for the Company, Borrower and Corp. related to the fiscal quarter ended September 30, 2003, and "Q3 SEC Filing Date" means the date of filing any such information with the Securities and Exchange Commission. Other terms used in this Section 7(a) and not defined in the Credit Agreement have the meanings assigned to them in the Waiver.

        (b)   The waivers set forth in subsection (a) above shall be limited precisely as written and relate solely to the financial information specified therein.

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        Section 8. Amendment Of Cash Collateral Provisions Of Security And Pledge Agreement. Section 14(b) of the Security and Pledge Agreement is amended to delete "and" at the end of clause (i), to replace the period at the end of clause (ii) with "; and", and to add the following new clause (iii) at the end thereof:

        (iii)  any other cash amounts deposited by a Lien Grantor as cash collateral for the Secured Obligations. Notwithstanding any other provision of the Loan Documents to the contrary, (x) any Cash Distributions with respect to any Liquid Investments in which any cash collateral deposited pursuant to this clause (iii) is invested shall be delivered to such Lien Grantor upon its request; (y) the Collateral Agent is instructed by such Lien Grantor to apply any amounts so deposited to make any payments required to be made pursuant to Section 2.11(c) of the Revolver Credit Agreement; and (z) any remaining amounts so deposited shall be released upon such Lien Grantor's request when the Revolver Commitments and the Revolver Loans have been reduced to $750,000,000.

        Section 9. Representations of Loan Parties. The Borrower represents and warrants that (i) the representations and warranties of the Loan Parties set forth in the Loan Documents shall be true (or, with respect to any representation and warranty which is not qualified by materiality or material adverse effect, shall be true in all material respects) on and as of the Amendment Effective Date, except to the extent any such representations and warranties specifically related to an earlier date, in which case any such representations and warranties shall have been true (or, with respect to any representation and warranty which is not qualified by materiality or material adverse effect, shall have been true in all material respects) on and as of such earlier date and (ii) no Default will have occurred and be continuing on such date.

        Section 10. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York.

        Section 11. Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

        Section 12. Effectiveness. This Amendment shall become effective on the date when the following conditions are met (the "Amendment Effective Date"):

        (a)   the Agent shall have received from each of the Borrower and the Required Banks a counterpart hereof signed by such party or facsimile or other written confirmation (in form satisfactory to the Agent) that such party has signed a counterpart hereof;

        (b)   the Agent shall have received an amendment fee for the account of each Bank from which the Agent has received an executed counterpart of this Amendment or other written confirmation, as required by subsection (a) above, on or prior to 5:00 p.m. E.S.T. on December 4, 2003, in an amount equal to 0.25% of such Bank's Commitment (as in effect after giving effect to the reduction of the Commitments or cash collateralization of the Loans contemplated by subsection (c) below); and

        (c)   the Commitments shall have been reduced to $750,000,000 (or cash collateral shall have been deposited with the Collateral Agent on terms and conditions satisfactory to it and in an amount that, when subtracted from the Commitments, results in a number equal to $750,000,000).

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        IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

QWEST SERVICES CORPORATION
By:	/s/  OREN SHAFFER
	Name:	Oren Shaffer
	Title:	Chief Financial Officer and Vice Chairman
	1801 California Street Denver, CO 80202
	Attn:	Chief Financial Officer Fax: (303) 296-4920
	with a copy to:
	1801 California Street Denver, CO 80202
	Attn:	General Counsel Fax: (303) 296-5974
QWEST COMMUNICATIONS INTERNATIONAL INC.
By:	/s/  OREN SHAFFER
	Name:	Oren Shaffer
	Title:	Chief Financial Officer and Vice Chairman
	1801 California Street Denver, CO 80202
	Attn:	Chief Financial Officer Fax: (303) 296-4920
	with a copy to:
	1801 California Street Denver, CO 80202
	Attn:	General Counsel Fax: (303) 296-5974

QWEST DEX HOLDINGS, INC.
By:	/s/  OREN SHAFFER
	Name:	Oren Shaffer
	Title:	Chief Financial Officer and Vice Chairman
	1801 California Street Denver, CO 80202
	Attn:	Chief Financial Officer Fax: (303) 296-4920
	with a copy to:
	1801 California Street Denver, CO 80202
	Attn:	General Counsel Fax: (303) 296-5974
QWEST DEX, INC.
By:	/s/  OREN SHAFFER
	Name:	Oren Shaffer
	Title:	Chief Financial Officer and Vice Chairman
	1801 California Street Denver, CO 80202
	Attn:	Chief Financial Officer Fax: (303) 296-4920
	with a copy to:
	1801 California Street Denver, CO 80202
	Attn:	General Counsel Fax: (303) 296-5974
BANK OF AMERICA, N.A., as Administrative Agent
By:	/s/  MICKEY MCLEAN
	Name:	Mickey McLean
	Title:	Vice President
	Bank of America, N.A. 901 Main Street, 14th Floor Dallas, TX 75202-3714 Attn: Mickey McLean Fax: (214) 290-9508

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EXHIBIT 10.45

EX-99.1

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EXHIBIT 99.1

QWEST COMMUNICATIONS ANNOUNCES RESULTS TO DATE
OF TENDER OFFER FOR DEBT SECURITIES
AND INCREASES SIZE OF OFFER TO $3.0 BILLION

DENVER, December 5, 2003—Qwest Communications International Inc. ("QCII") and its wholly owned subsidiaries, Qwest Capital Funding, Inc. ("QCF") and Qwest Services Corporation ("QSC," and collectively with QCII and QCF, the "Companies") announced today that, due to strong participation, they have increased the size of their pending offers to purchase specified series of their outstanding debt securities (the "Notes") for cash from $2.25 billion to $3.0 billion aggregate principal amount of Notes. A total of approximately $3.1 billion in aggregate principal amount of Notes were tendered prior to 5:00 p.m., Eastern Standard Time, on Thursday, December 4, 2003 (the "Early Participation Payment Deadline").

"The success of this tender marks another significant step in our plan to improve our financial position," said Oren G. Shaffer, Qwest vice chairman and CFO. "Once we complete this transaction, we will have reduced total debt by nearly $8 billion over the past year."

The Companies are now offering to purchase up to $625 million aggregate principal amount of their Notes maturing in 2005 through 2007, up to $1.8 billion aggregate principal amount of their Notes maturing in 2008 through 2011 and up to $620 million aggregate principal amount of their Notes maturing in 2014 through 2031 (the "Offers").

"This $3.0 billion tender will reduce interest expense by over $200 million annually," said Janet K. Cooper, Qwest senior vice president and treasurer. "This represents one of the largest debt tenders in the last 10 years."

As of the Early Participation Payment Deadline, investors had tendered approximately $571 million aggregate principal amount of their Notes maturing in 2005 through 2007, approximately $1.804 billion aggregate principal amount of their Notes maturing in 2008 through 2011 and approximately $736 million aggregate principal amount of their Notes maturing in 2014 through 2031. The table below

shows each series of Notes included in the Offers as well as the principal amount of each series tendered prior to the Early Participation Deadline.

Issuer	Title of Security	Principal Amount Outstanding		Acceptance Priority Level	Tender Offer Consideration*		Principal Amount Tendered		Tendered As a Percent of Outstanding
Offer for Notes Maturing in 2005 through 2007: Maximum Tender Amount: $625,000,000
QCF	6.25% Notes due 2005	$	358,860,000	1	$	990.00	$	177,805,000	49.5	%
QCF	7.75% Notes due 2006		829,613,000	2		1,007.50		343,933,000	41.5	%
QSC	13.00% Notes due 2007		558,559,000	3		1,142.50		49,428,000	8.8	%
Offer for Notes Maturing in 2008 through 2011: Maximum Tender Amount (as amended): $1,800,000,000
QCF	6.375% Notes due 2008	$	245,378,000	1	$	925.00	$	73,609,000	30.0	%
QCII	7.25% Sr Notes due 2008		300,000,000	2		1,000.00		257,185,000	85.7	%
QCII	7.50% Sr Notes due 2008		750,000,000	3		1,010.00		687,822,000	91.7	%
QCF	7.00% Notes due 2009		733,796,000	4		935.00		163,784,000	22.3	%
QCF	7.90% Notes due 2010		667,447,000	5		960.00		252,612,000	37.8	%
QCF	7.25% Notes due 2011		922,796,000	6		935.00		98,750,000	10.7	%
QSC	13.50% Notes due 2010		2,504,456,000	7		1,165.00		270,125,000	10.8	%
Offer for Notes Maturing in 2014 through 2031: Maximum Tender Amount (as amended): $620,000,000
QCF	6.50% Debentures due 2018	$	250,373,000	1	$	795.00	$	39,008,000	15.6	%
QCF	7.625% Notes due 2021		230,678,000	2		860.00		105,413,000	45.7	%
QCF	6.875% Debentures due 2028		765,850,000	3		795.00		175,956,000	23.0	%
QCF	7.75% Notes due 2031		718,694,000	4		860.00		373,638,000	52.0	%
QSC	14.00% Notes due 2014		640,879,000	5		1,215.00		42,043,000	6.6	%

*

Per $1,000 principal amount of Notes that are accepted for purchase.

No other terms of the Offers have been amended. Holders of Notes of any series validly tendered after the Early Participation Payment Deadline but on or prior to midnight, Eastern Standard Time, on Friday, December 19, 2003 will receive the Tender Offer Consideration for that series shown in the table above, if such Notes are accepted for purchase. Holders of Notes of any series validly tendered prior to the Early Participation Payment Deadline will receive the Tender Offer Consideration for that series shown in the table above, plus an early participation payment of $20.00 per $1,000 principal amount of Notes, if such Notes are accepted for purchase.

The Companies also announced that requisite consents to adopt the proposed amendments to the indentures relating to QCII's outstanding 7.25% Senior Notes due 2008 and 7.50% Senior Notes due 2008 have been received and that supplemental indentures containing such amendments have been executed by the Companies and the indenture trustee.

In the event that the Offers for any of the three classes of maturities described in the table above are oversubscribed, tenders of Notes within that class will be subject to proration. The Companies will accept tendered Notes of each series within the applicable class of maturities according to the order of priority specified for that series in the table above. Therefore, all tendered Notes of a higher priority within a class will be accepted before any tendered Notes of a lower priority within that class are accepted. For a particular series of Notes that has some, but not all, tendered Notes accepted, all

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tenders of Notes of that series will be accepted on a pro rata basis according to the principal amount tendered.

The Companies also announced that, in connection with the foregoing oversubscription procedures, none of the tendered QSC 14.00% Notes due 2014 will be accepted and all of these Notes will be returned to holders as soon as practicable.

Notes tendered pursuant to the Offers may no longer be withdrawn. Settlement of the Offers is expected to occur promptly after expiration of the Offers.

QCII has received an amendment on the Qwest Services Corporation credit facility in order to facilitate the tender. As part of the amendment, QCII has also received a waiver extending the financial reporting requirements of its subsidiaries from December 31, 2003 to no later than January 31, 2004.

The complete terms and conditions of the Offers are set forth in an Offer to Purchase dated November 19, 2003, as amended by a Supplement dated December 5, 2003, that is being sent to holders of Notes. Holders are urged to read the tender offer documents carefully. Copies of the Offer to Purchase, including the Supplement, and the Letter of Transmittal may be obtained from the Information Agent for the Offers, Global Bondholder Services Corporation, at (866) 873-6300 (US toll-free) and (212) 430-3774 (collect).

Banc of America Securities LLC and Goldman, Sachs & Co. are the Joint Lead Dealer Managers for the Offers and Lehman Brothers Inc. is the Co-Dealer Manager for the Offers. Questions regarding the Offers may be directed to Banc of America Securities LLC, High Yield Special Products, at (888) 292-0070 (US toll-free) and (704) 388-4813 (collect) or Goldman, Sachs & Co., Credit Liability Management Group, at (800) 828-3182 (toll-free) and (212) 902-4419.

About Qwest

Qwest Communications International Inc. (NYSE: Q) is a leading provider of voice, video and data services to more than 25 million customers. The company's 47,000 employees are committed to the "Spirit of Service" and providing world-class services that exceed customers' expectations for quality, value and reliability. For more information, please visit the Qwest Web site at www.qwest.com.

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Forward Looking Statement Note

This release may contain 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 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: the duration and extent of the current economic downturn in our 14-state local service area, including its effect on our customers and suppliers; access line losses due to increased competition, including from technology substitution of our access lines with wireless and cable alternatives; our substantial indebtedness, and our inability to complete any efforts to de-lever our balance sheet through asset sales or other transactions; any adverse outcome of the SEC's current investigation into our accounting policies, practices and procedures and certain transactions; any adverse outcome of the current investigation by the U.S. Attorney's office in Denver into certain matters relating to us; adverse results of increased review and scrutiny by Congress, regulatory authorities, media and others (including any internal analyses) of financial reporting issues and practices or otherwise; further delays in making required public filings with the SEC; rapid and significant changes in technology and markets; any adverse developments in commercial disputes or legal proceedings, including any adverse outcome of current or

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future legal proceedings related to matters that are the subject of governmental investigations, and, to the extent not covered by insurance, if any, our inability to satisfy any resulting obligations from funds available to us, if any; potential fluctuations in quarterly results; volatility of our stock price; intense competition in the markets in which we compete including the likelihood of certain of our competitors emerging from bankruptcy court protection or otherwise reorganizing their capital structure and competing effectively against us; changes in demand for our products and services; 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; and changes in the outcome of future events from the assumed outcome included in our 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.

By including any information in this release, Qwest does not necessarily acknowledge that disclosure of such information is required by applicable law or that the information is material.

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.

Contacts:	Media Contact:	Investor Contact:
	Tyler Gronbach	Stephanie Comfort
	303-992-2155	800-567-7296
	tyler.gronbach@qwest.com	IR@qwest.com

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EXHIBIT 99.1