8-K

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):  September 12, 2005

Qwest Communications International Inc.

(Exact Name of Registrant as Specified in 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):

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

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

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

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

Item 3.02.  Unregistered Sales of Equity Securities.

Since June 30, 2005, Qwest Communications International, Inc. (“Qwest” or the “Company”) has issued unregistered shares of its common stock, as reported in this Current Report.

Since June 30, 2005, and as of September 15, 2005, the Company has issued approximately 18.6 million shares of its common stock that were not registered under the Securities Act of 1933, as amended, in reliance on an exemption pursuant to Section 3(a)(9) of that Act; such shares constitute 1% of the Company’s total issued and outstanding shares of common stock as reported on the Company’s Form 10-Q for the quarter ended June 30, 2005, filed on August 2, 2005.  These shares of common stock were issued in a number of separately and privately negotiated direct exchange transactions occurring on various dates since June 30, 2005 for approximately $81 million in face amount of debt issued by Qwest Capital Funding, Inc., a wholly owned subsidiary of Qwest, and guaranteed by Qwest, and $.6 million of accrued interest. The effective share price for the exchange transactions ranged from $4.03 per share to $4.86 per share (principal and accrued interest divided by the number of shares issued). The trading prices for our common stock at the time the exchange transactions were consummated range from $3.66 per share to $4.09 per share.  No underwriters or underwriting discounts or commissions were involved.

Item 5.02.  Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

(b)   Mr. Vinod Khosla resigned from the Board of Directors of the Company effective September 12, 2005.

(d)   On September 12, 2005, the Board of Directors of the Company unanimously elected Mr. James A. Unruh, Principal of Alerion Capital Group LLC, as a director of the Company effective as of September 12, 2005.  The Company expects that Mr. Unruh will be appointed to the Compensation and Human Resources Committee of the Board of Directors.  There is no arrangement or understanding between Mr. Unruh and any other person pursuant to which he was selected as a director.

On September 14, 2005, the Board of Directors of the Company unanimously elected Mr. Wayne W. Murdy, Chairman and Chief Executive Officer of Newmont Mining Corporation, as a director of the Company effective as of September 14, 2005.  The Company expects that Mr. Murdy will be appointed to the Finance Committee of the Board of Directors.  There is no arrangement or understanding between Mr. Murdy and any other person pursuant to which he was selected as a director.  Since January 1, 2004, Newmont Mining Corporation and related entities have paid the Company or its subsidiaries approximately $305,000 for telecommunications and related services.

Item 9.01.  Financial Statements and Exhibits.

(c) Exhibits

Exhibit No.	Description
99.1	Press Release, dated September 15, 2005

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Qwest Communications International Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		QWEST COMMUNICATIONS INTERNATIONAL INC.
DATE:  September 16, 2005	By:	/s/ Stephen E. Brilz
		Name: Stephen E. Brilz
		Title: Assistant Secretary

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EX-99.1

Exhibit 99.1

QWEST ANNOUNCES BOARD OF DIRECTORS APPOINTMENTS

James A. Unruh and Wayne W. Murdy Join Qwest Board;

Vinod Khosla Departs

DENVER, September 15, 2005 – Qwest Communications International Inc. (NYSE: Q) today announced that its board of directors has approved the appointments of James A. Unruh, principal of Alerion Capital Group, and Wayne W. Murdy, chairman and CEO of Newmont Mining, to the Qwest board.

Unruh had served as president and CEO of Unisys Corporation and led that company’s transformation from a traditional mainframe provider to a global information management company with systems integration and consulting expertise. Before being named CEO, Unruh held a number of senior management positions at Unisys and its predecessor corporation, Burroughs Corporation. He currently serves on the boards of CSG Systems International, Inc., Prudential Financial, Inc., and Tenet Healthcare Corporation.

Murdy was elected chairman of Newmont Mining Corporation in 2002 and has served as its CEO since 2001. Prior to joining Newmont in 1992, Murdy held senior financial positions in the oil and gas industry. He began his career with Arthur Andersen LLC. Murdy is a director of TransMontaigne Inc. and chairman of the International Council on Mining & Metals. He is a member of the board of trustees of the Denver Art Museum and is on the University of Denver Daniels College of Business Executive Advisory Board.

“Jim and Wayne bring impressive and diverse backgrounds to the Qwest board,” said Richard C. Notebaert, Qwest chairman and CEO. “Both are proven leaders and have deep experience in highly competitive and rapidly changing industries.”

Separately, Vinod Khosla has resigned his position from the Qwest board, effective September 12. Khosla, a general partner with the venture capital firm Kleiner Perkins Caufield & Byers, joined Qwest’s board in 1998.

“On behalf of Qwest’s board of directors, I’d like to thank Vinod for his service to Qwest,” said Notebaert. “His knowledge and keen understanding of the technology sector have served the board and the company well over the past seven years.”

“Qwest’s progress and the leadership Dick Notebaert has demonstrated make it an appropriate time for me to now focus on other business activities,” said Khosla.

About Qwest

Qwest Communications International Inc. (NYSE: Q) is a leading provider of high-speed Internet, data, video and voice services. With approximately 40,000 employees, Qwest is 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: 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 consolidating with other providers or otherwise reorganizing their capital structure to more effectively compete 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; changes in the outcome of future events from the assumed outcome included in our significant accounting policies; and our ability to utilize net operating losses in projected amounts.

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 and other 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 Qwest Communications International Inc. in the U.S. and certain other countries.

Contacts:	Media Contact:	Investor Contact:
	Robert Toevs	Stephanie Comfort
	303-965-6264	800-567-7296
	bob.toevs@qwest.com	IR@qwest.com