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):  December 12, 2007

QWEST COMMUNICATIONS INTERNATIONAL INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	001-15577	84-1339282
(State or Other Jurisdiction of Incorporation)	(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(d) and (e). Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Election of Director

On December 12, 2007, the Board of Directors (the “Board”) of Qwest Communications International Inc. (“Qwest” or the “Company” or “we” or “us” or “our”) unanimously elected Ms. Jan L. Murley as a director.  The Board also appointed Ms. Murley to the Compensation and Human Resources Committee of the Board (the “Compensation Committee”).  There is no arrangement or understanding between Ms. Murley and any other person pursuant to which she was selected as a director.

Under our standard compensation arrangement available to non-employee directors, Ms. Murley will receive a retainer of $70,000 per year, plus $7,500 per year for her services as a member of the Compensation Committee.  On the first business day of each year, we will grant to Ms. Murley a restricted stock award valued by us at $100,000.  Each of these annual awards will vest in full one year after the date of grant.  In addition, on December 12, 2007, we granted to Ms. Murley a restricted stock award of 1,000 shares.  This award vests in full on December 12, 2008.  Each of these restricted stock awards was or will be granted under our Equity Incentive Plan.  Upon a change in control, each award will vest immediately and will remain exercisable for its remaining term.

2008 Qwest Management Bonus Plan

On December 12, 2007, the Compensation Committee approved the basic structure of the 2008 Qwest Management Bonus Plan. Our Chairman and Chief Executive Officer (Edward A. Mueller), our Executive Vice President and Chief Financial Officer (John W. Richardson) and our other current named executive officers (Richard N. Baer and Paula Kruger) are eligible to participate in the plan. Under this 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.

Target bonus percentages are: 200% for Mr. Mueller; 150% for Messrs. Richardson and Baer; and 100% for Ms. Kruger.  These amounts may be further adjusted by 0% to 150% for corporate and business unit performance and by 0% to 150% for individual performance. Corporate and business unit performance will be determined by a weighted average of a combination of measures, which may include revenue, EBITDA, operating margin, cash flow, capital expenditures and imperatives depending on the department in which the executive works. The Committee will approve performance targets for each of these measures in the first quarter of 2008. Individual performance will be based on an evaluation by Mr. Mueller (or by the Board in the case of Mr. Mueller) of overall employee performance compared to established performance objectives and behaviors exhibited by the executive compared to our Qwest brand attributes and values.

A summary of the 2008 Qwest Management Bonus Plan is attached hereto as Exhibit 10.1 and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
Exhibit 10.1	2008 Qwest Management Bonus Plan Summary
Exhibit 99.1	Press Release dated December 14, 2007

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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 further de-lever our balance sheet; adverse results of increased review and scrutiny by 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; 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: December 14, 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	2008 Qwest Management Bonus Plan Summary
Exhibit 99.1	Press Release dated December 14, 2007

EX-10.1

Exhibit 10.1

2008 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 2008 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 2008 Qwest Management Bonus Plan.  If a 2008 bonus is paid, the bonus payout is expected to occur during the first quarter of 2009.

Employees are ineligible for a bonus if their employment terminates, either voluntarily or involuntarily, prior to the bonus program close date; if they are hired after September 30, 2008; 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, Business Unit Performance, and Individual Performance.  Corporate and Business Unit Performance will be combined and scored between 0% - 150% based on the applicable components described below.  Individual Performance will be scored between 0% -150%.   The actual bonus payment will be computed as shown:

Eligible 2008 Salary

            x  Bonus Target Percentage

            x  [Corporate Performance Score x 60%] + [Business Unit Performance Score x 40%]

            x  Individual Performance Score

            =  Bonus

1)Corporate Performance (60% for all employees)

Corporate Performance is determined by the following:

Revenue (total company)  (20%)

EBITDA (total company)  (30%)

Cash Flow (total company)  (30%)

Imperatives (total company)  (20%)

2)Business Unit Performance (40% for all employees)

a.Revenue Generating Business Units Performance

Revenue Generating Business Unit Performance is determined by the following:

1)For Employees in Business Markets (BMG):

BMG:

Revenue (50%)

Operating Margin (30%)

Imperatives (20%)

2)For Employees in Wholesale:

Wholesale:

Revenue (20%)

Operating Margin (60%)

Imperatives (20%)

3)For Employees in Mass Markets:

Mass Markets:

Revenue (40%)

Operating Margin (40%)

Imperatives (20%)

b.Product Management and Information Technologies (IT) Performance

Product Management and IT Performance is determined by the following:

Revenue ( Weighted Avg. BMG, Mass Markets, Wholesale) (20%)

Operating Margin (Weighted Avg. BMG, Mass Markets, Wholesale) (30%)

Capital Expenditures (Product Management/IT & Nework Operations) (30%)

Imperatives (20%)

c.Network Operations Performance

Network Operations Performance is determined by the following:

Operating Margin (total company) (20%)

Capital Expenditures (40%)

Expense (20%)

Imperatives (20%)

d.Administrative Support Groups Performance (Executive, Federal Relations, Finance, Legal, Corporate Relations and Public Policy)

Performance for employees in Executive, Federal Relations, Finance, Legal, Corporate Relations and Public Policy is determined by the average of BMG, Wholesale, Mass Markets and Network Operations Performance.

All performance targets for each measure will be established at the beginning of 2008 and approved by the Board of Directors.

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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.

Each of the above financial 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.  Imperative achievement is based on a qualitative evaluation of non-financial performance objectives by our CEO.  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 2008 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.

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EX-99.1

Exhibit 99.1

JAN L. MURLEY JOINS QWEST BOARD OF DIRECTORS

DENVER, Dec. 14, 2007 — Qwest Communications International Inc. (NYSE: Q) announced it elected to its board of directors Jan L. Murley, a consultant with private equity firm Kohlberg Kravis Roberts & Co.

Prior to her current role, Murley was chief executive officer and a director of The Boyds Collection, Ltd., a KKR portfolio company, from 2003 to 2006. The Boyds Collection is a designer and manufacturer of gifts and collectibles. Murley joined Hallmark Cards, Inc. — the world’s largest publisher of greeting cards — in 1999 as group vice president where she was responsible for North American marketing, strategy, business development and corporate brand management. Prior to joining Hallmark, Murley was a vice president with Procter & Gamble. During her more than 20 years at P&G, she held a number of marketing and general management positions.

Murley currently serves as a director of The Clorox Company and 1-800 Flowers.com.

“I am very pleased to welcome Jan to the Qwest board,” said Ed Mueller, Qwest chairman and CEO. “Jan’s extensive retail knowledge and experience building some of the most recognizable consumer brands will be a tremendous asset to Qwest.”

With the appointment of Murley, the Qwest board stands at 13 directors.

About Qwest
Qwest offers a powerful combination of award-winning broadband, video and voice solutions for residential customers, businesses and government agencies. Customers coast to coast turn to Qwest’s industry-leading national fiber optic network to meet their evolving communications and entertainment needs. Qwest employees are the driving force behind the company’s nationally recognized Spirit of Service. Qwest is a participant in Networx, the largest communications services contract in the world, to provide innovative voice, data and video services. For more information about Qwest, please visit www.qwest.com. For more information about the products and services Qwest is offering in the Networx contract, visit www.gsanetworx.com.

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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:
	Diane Reberger	Rahn Porter
	303-992-1662	800-567-7296
	diane.reberger@qwest.com	IR@qwest.com