8-K

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): December 16, 2004

Qwest Communications International Inc.
(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of Incorporation)

001-15577	84-1339282
(Commission File Number)	(IRS Employer Identification No.)
1801 California Street, Denver, Colorado	80202
(Address of Principal Executive Offices)	(Zip Code)

(303) 992-1400
(Registrant's Telephone Number, Including Area Code)

N/A
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

        On December 16, 2004, the Compensation and Human Resources Committee (the "Committee") of the Board of Directors (the "Board") of Qwest Communications International Inc. ("Qwest" or the "Company" or "we" or "us" or "our") took the following actions:

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The Committee approved the terms of the 2005 Qwest Management Bonus Plan (the "Bonus Plan"). All of Qwest's management employees in non-sales-commissioned positions who are on the payroll during 2005 and who remain on the payroll until the date that is 14 days prior to the bonus payout date are eligible to participate in the Bonus Plan. Under the Bonus Plan, bonus payments are calculated using bonus target percentages (expressed as a percentage of base salary) and are adjusted based on a combination of corporate, business unit and individual performance. Corporate and business unit performance are determined by a weighted average of a combination of measures, which may include revenue, operating margin, net income, cash flow, and customer satisfaction depending on the department in which an employee works. Performance targets for each of these measures will be approved in the first quarter of 2005. Individual performance is determined by an evaluation by the supervising manager of overall employee performance compared to established performance objectives and behaviors exhibited by the employee compared to Qwest's brand attributes and values. A summary of the Bonus Plan is attached hereto as Exhibit 10.1.



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The Committee increased the annual base salary and annual target stock option grant for Richard N. Baer, Qwest's Executive Vice President and General Counsel, effective as of January 1, 2005. Mr. Baer's annual base salary was increased to $550,000, and the value of his annual target stock option grant was increased to an amount equal to his annual base salary multiplied by five.

Item 9.01. Financial Statements and Exhibits.

(c)

Exhibits

Exhibit No.	Description
Exhibit 10.1	2005 Qwest Management Bonus Plan Summary

Forward Looking Statements Warning

        This Current Report on Form 8-K 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: 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 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 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; 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

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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 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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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: December 17, 2004	By:	/s/  STEPHEN E. BRILZ Name: Stephen E. Brilz Title: Assistant Secretary

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EXHIBIT INDEX

Exhibit No.	Description
Exhibit 10.1	2005 Qwest Management Bonus Plan Summary

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Item 1.01. Entry into a Material Definitive Agreement.
Item 9.01. Financial Statements and Exhibits.

SIGNATURES
EXHIBIT INDEX

EX-10.1

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Exhibit 10.1

2005 Qwest Management Bonus Plan Summary

Purpose

        Qwest Communications International Inc.'s compensation philosophy is to pay for performance. The purpose of this bonus plan is to tie a portion of each participant's compensation to corporate goals and individual achievements.

Eligibility

        Except as set forth below, all Qwest management employees in non-sales-commissioned positions who are on the payroll during 2005 and who remain on the payroll until the "close date", two weeks prior to the bonus pay out date, are eligible to participate in the 2005 Qwest Management Bonus Plan. If a 2005 bonus is paid, the bonus payout date is expected to occur in March of 2006.

        Employees are ineligible for a bonus if their employment terminates, either voluntarily or involuntarily, prior to the bonus program close date; if they are on other incentive plans (e.g., sales compensation plans); if they are rated "Unacceptable" by their supervisor or, in the discretion of the supervisor, their performance and/or behavior does not warrant a payout. In addition, occupational employees, interns, contract employees and temporary employees are ineligible for a bonus.

Bonus Target Percentages

        The target percentage used to calculate the bonus is expressed as a percentage of base salary. The target percentage varies based on an employee's job responsibility and impact on the business.

Bonus Calculation

        The bonus payment is based on three measures: Corporate Performance, Sales Channel Performance and Individual Performance.

        Employees in non sales channel functions (finance, legal, human resources, public policy, federal relations, product and marketing, information technologies, network operations, and corporate communications) will be measured on Corporate Performance. Employees in sales channel functions (business, consumer, and wholesale) will be measured 60 percent on Corporate Performance and 40 percent on Sales Channel Performance. Performance will be scored between 0%-150% for each of the performance measures described below.

1)    Corporate Performance

        Corporate Performance is determined by the weighted average of revenue (25 percent), net income (25 percent), cash flow (30 percent) and customer satisfaction score (20 percent). Performance targets for each measure will be established at the beginning of 2005 and approved by the Board of Directors.

2)    Sales Channel Performance

        Sales Channel Performance is determined by the weighted average of each sales channel's revenue (50 percent), operating results (30 percent), and customer satisfaction score (20 percent). Performance targets for each measure will be established at the beginning of 2005 and approved by the Board of Directors.

3)    Individual Performance:

        Individual Performance is determined in an evaluation by the supervising manager of overall employee performance compared to established performance objectives and behaviors exhibited by the employee compared to Qwest's brand attributes and values.

        Individual bonus awards will be computed by multiplying the weighted result of the Corporate and Sales Channel performance by individual performance score.

        Each of the above performance targets may be based on non-GAAP measures including adjustments to the reported GAAP financial statements as determined at the end of the year and approved by the Board of Directors. The Board of Directors will certify performance attainment and approve payout prior to payout date. The Board of Directors may consider the impact of any one time or unusual items in determining the percentage achievement of any performance target.

Nothing in the 2005 Qwest Management Bonus Plan is intended to modify the "At-Will" nature of Qwest employees' employment. All Qwest management employees are employed "At-Will." This means either the employee or the company may terminate the employee's employment with or without cause at any time, and without advance notice, procedure or formality.

Qwest reserves the right to amend or cancel this plan either retroactively or prospectively or otherwise make adjustments that it may deem necessary or appropriate in its sole discretion.

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2005 Qwest Management Bonus Plan Summary