S-8

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As filed with the Securities and Exchange Commission on January 14, 2004

Registration No. 333-            

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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

Delaware	84-1339282
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

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

QWEST COMMUNICATIONS INTERNATIONAL INC. EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)

Stephen E. Brilz
Vice President and Assistant Secretary
Qwest Communications International Inc.
1801 California Street
Denver, Colorado 80202
(303) 992-1400
(Name, address and telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered	Proposed maximum offering price per share(1)	Proposed maximum aggregate offering price(1)	Amount of registration fee
Common Stock, par value $0.01 per share	20,000,000	$4.265	$85,300,000	$6,901

(1)

Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) under the Securities Act of 1933, as amended. The price per share and aggregate offering price are based on the average of the high and low sales prices of the Common Stock of Qwest Communications International Inc. ("Qwest") on January 9, 2004, as reported on the New York Stock Exchange.

The Exhibit Index for this Registration Statement is on page 5.

INCORPORATION OF EARLIER REGISTRATION STATEMENTS BY REFERENCE

        Qwest hereby incorporates by reference into this Registration Statement the contents of the Registration Statements on Form S-8 filed on behalf of Qwest with the Securities and Exchange Commission on April 30, 2002 (File No. 333-87246), August 10, 1999 (File No. 333-84877) and October 6, 1998 (File No. 333-65345).

EXHIBITS

Exhibit Number	Description
4.1	Qwest Communications International Inc. Employee Stock Purchase Plan (incorporated by reference to Qwest's 2003 Proxy Statement for the Annual Meeting of Stockholders)
5.1	Opinion of Qwest Counsel
23.1	Consent of KPMG LLP
23.2	Consent of Qwest Counsel (included in Exhibit 5.1)
24.1	Power of Attorney (included on signature page)

2

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on January 14, 2004.

QWEST COMMUNICATIONS INTERNATIONAL INC.
By:	/s/  OREN G. SHAFFER Oren G. Shaffer Vice Chairman and Chief Financial Officer

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Richard C. Notebaert, Oren G. Shaffer and Stephen E. Brilz, or anyone of them, as his or her attorney-in-fact and agent, with full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting to said attorney-in-fact and agent full power and authority to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully, to all intents and purposes, as he might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may or shall lawfully do, or cause to be done, by virtue hereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons, in the capacities indicated below, on January 14, 2004.

Signature	Titles
/s/  RICHARD C. NOTEBAERT Richard C. Notebaert	Director, Chairman and Chief Executive Officer (Principal Executive Officer)
/s/  OREN G. SHAFFER Oren G. Shaffer	Vice Chairman and Chief Financial Officer (Principal Financial and Accounting Officer)
/s/  PHILIP F. ANSCHUTZ Philip F. Anschutz	Director
/s/  LINDA G. ALVARADO Linda G. Alvarado	Director

3

/s/  CRAIG R. BARRETT Craig R. Barrett	Director
/s/  THOMAS J. DONOHUE Thomas J. Donohue	Director
/s/  JORDAN L. HAINES Jordan L. Haines	Director
/s/  CANNON Y. HARVEY Cannon Y. Harvey	Director
/s/  PETER S. HELLMAN Peter S. Hellman	Director
/s/  VINOD KHOSLA Vinod Khosla	Director
/s/  FRANK P. POPOFF Frank P. Popoff	Director
/s/  CRAIG D. SLATER Craig D. Slater	Director
/s/  W. THOMAS STEPHENS W. Thomas Stephens	Director

4

EXHIBIT INDEX

Exhibit Number	Description
4.1	Qwest Communications International Inc. Employee Stock Purchase Plan (incorporated by reference to Qwest's 2003 Proxy Statement for the Annual Meeting of Stockholders)
5.1	Opinion of Qwest Counsel
23.1	Consent of KPMG LLP
23.2	Consent of Qwest Counsel (included in Exhibit 5.1)
24.1	Power of Attorney (included on signature page)

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INCORPORATION OF EARLIER REGISTRATION STATEMENTS BY REFERENCE
EXHIBITS
SIGNATURES
POWER OF ATTORNEY
EXHIBIT INDEX

EX-5.1

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Exhibit 5.1

Stephen E. Brilz
Qwest
1801 California Street
Denver, Colorado 80202

January 14, 2004

Board of Directors
Qwest Communications International Inc.
1801 California Street
Denver, CO 80202

Ladies and Gentlemen:

        At the request of Qwest Communications International Inc., a Delaware corporation (the "Company"), I have examined the Registration Statement on Form S-8 (the "Registration Statement") filed with the Securities and Exchange Commission in connection with the registration of 20,000,000 shares of the Company's common stock, par value $0.01 per share (the "Shares"), issuable under the Company's Employee Stock Purchase Plan (the "Plan").

        In connection with this opinion, I have examined the Registration Statement, the Plan, the Company's Restated Certificate of Incorporation and Amended and Restated Bylaws, and such other documents as I deem necessary as a basis for this opinion. In my examination of the aforesaid documents, I have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to me, the authenticity of all original documents, and the conformity to authentic original documents of all documents submitted to me as copies (including telecopies). This opinion letter is given, and all statements herein are made, in the context of the foregoing.

        Based upon, subject to and limited by the foregoing, I am of the opinion that the Shares, when sold and issued in accordance with the Plan, will be validly issued, fully paid and nonassessable.

        I hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement. In giving this consent, I do not thereby admit that I am an "expert" within the meaning of the Securities Act of 1933, as amended.

Very truly yours,

/s/ STEPHEN E. BRILZ
Stephen E. Brilz
Vice President and Assistant Secretary

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Exhibit 5.1

EX-23.1

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Exhibit 23.1

Independent Auditors' Consent

The Board of Directors and Stockholders
Qwest Communications International Inc.:

We consent to the use of our reports dated October 8, 2003, with respect to the consolidated balance sheets of Qwest Communications International Inc. as of December 31, 2002, 2001, and 2000, and the related consolidated statements of operations, stockholders' (deficit) equity, and cash flows for each of the years then ended, and the related consolidated financial statement schedule, Schedule II—Valuation and Qualifying Accounts, incorporated herein by reference, which reports appear in the December 31, 2002 annual report on Form 10-K of Qwest Communications International Inc.

Our reports refer to the Company's adoption of Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets, Statement of Financial Accounting Standards No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities, and Staff Accounting Bulletin No. 101, Revenue Recognition in Financial Statements.

Our reports also refer to the restatement of the Company's consolidated balance sheets as of December 31, 2001 and 2000, and the related consolidated statements of operations, stockholders' (deficit) equity, and cash flows for each of the years then ended, which consolidated financial statements were previously audited by other independent auditors who have ceased operations.

/s/ KPMG LLP

Denver, Colorado
January 9, 2004

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Exhibit 23.1