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):  March 20, 2007

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 5.02(e).  Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 20, 2007, the Compensation and Human Resources Committee of the Board of Directors of Qwest Communications International Inc. (“Qwest” or the “Company” or “we” or “us” or “our”) approved an amendment to Oren G. Shaffer’s employment agreement (the “Amendment”) in order to comply with Section 409A of the Internal Revenue Code of 1986, as amended.  The Amendment provides that, among other things, the payment or provision of certain benefits to Mr. Shaffer will not be made before six months after his separation from service, or, if earlier, the date of his death.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the text of the Amendment, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
Exhibit 10.1	Amendment to Amended and Restated Employment Agreement, dated as of March 23, 2007, by and between Oren G. Shaffer and Qwest Services Corporation

Forward Looking Statements Warning

This filing 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, among others; 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 or were the subject of governmental investigations; potential fluctuations in quarterly results; volatility of our stock price; intense competition in the markets in which we compete including the effects of consolidation in our industry; 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 filing 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 filing 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 filing 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 filing, 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: March 23, 2007	By:	/s/ STEPHEN E. BRILZ
	Name:	Stephen E. Brilz
	Title:	Assistant Secretary

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EXHIBIT INDEX

Exhibit No.	Description
Exhibit 10.1	Amendment to Amended and Restated Employment Agreement, dated as of March 23, 2007, by and between Oren G. Shaffer and Qwest Services Corporation

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EX-10.1

Exhibit 10.1

AMENDMENT TO
AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Amendment (the “Amendment”) to the Amended and Restated Employment Agreement entered into August 19, 2004 between Oren G. Shaffer (the “Executive”) and Qwest Services Corporation, a Colorado corporation (the “Company”), as previously amended on October 21, 2005, December 16, 2005 and February 16, 2006 (the “Employment Agreement”) is made and entered into on March 23, 2007, between the Executive and the Company.

WITNESSETH THAT:

WHEREAS, the parties previously entered into the Employment Agreement pertaining to the employment of the Executive by the Company; and

WHEREAS, the parties previously amended the Employment Agreement on October 21, 2005, December 16, 2005 and February 16, 2006 in certain respects; and

WHEREAS, the Executive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended; and

WHEREAS, the parties desire to amend the Employment Agreement as set forth below to comply with Section 409A.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, the Executive and the Company hereby amend the Employment Agreement as follows:

1.             A new Paragraph 23 is added to the Employment Agreement to provide in its entirety as follows:

23.           Compliance with Section 409A of the Code.

Notwithstanding any other provision of this Agreement, the payment of amounts or the provision of benefits required under this Agreement that are deferred compensation within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and any related guidance, proposed and final regulations issued thereunder (collectively, “Section 409A”) shall be paid and provided in accordance with the following provisions:

(a)           6-Month Delay.  No payment or provision of benefits shall be made before the date that is six months after the Executive’s “separation from service” (as defined in Section 409A) (“Separation from Service”) (or, if earlier, the date of the Executive’s death) (the “6-Month Delay”).

(i)            Payment of Cash Benefits. Any cash payment otherwise due to the Executive under this Agreement upon Separation from Service shall be paid in a lump sum, minus any applicable or legally-required withholdings, as soon as administratively practicable following the 6-Month Delay.

(ii)           Payment of Non-Cash Benefits. Any payment by the Company to provide non-cash benefits under this Agreement, including, but not limited to, the office and related services and equipment set forth in subparagraph 4(g),

shall be made as soon as administratively practicable following the 6-Month Delay.

(b)           Modification.  The payment of amounts or provision of benefits under this Agreement may be further modified or amended as necessary to comply with any guidance issued under Section 409A after the date of this Amendment.

2.             Except as set forth above, the Employment Agreement, as previously amended, remains in full force and effect.

Dated and intended to be effective this 23rd day of March, 2007.

COMPANY:
QWEST SERVICES CORPORATION
By:	/s/ Teresa A. Taylor
	Teresa A. Taylor
EXECUTIVE:
/s/ Oren G. Shaffer
Oren G. Shaffer

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