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): February 20, 2008

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 Principal Officers; Compensatory Arrangements of Certain Officers.

2008 Qwest Management Bonus Plan

On February 20, 2008, 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”) approved the specific performance targets to be used under the 2008 Qwest Management Bonus Plan. The Committee approved the basic structure of the plan in December 2007. As previously reported, 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 the 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.

Bonus target percentages are: 200% for Mr. Mueller; 150% for Messrs. Richardson and Baer; and 100% for Ms. Kruger. These amounts may be 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. 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. At present, we expect that the payments, if any, to our executives under the plan will be made in the first quarter of 2009.

We filed a summary of the plan as an exhibit to our Current Report on Form 8-K filed on December 14, 2007.

Performance Share Awards

The information relating to performance share awards to executives other than Thomas E. Richards included in Item 8.01 below is incorporated by reference into this Item 5.02(e). This information does not purport to be complete and is qualified in its entirety by reference to the text of the form of Performance Share Agreement attached hereto as Exhibit 10.1 and incorporated by reference herein.

Item 8.01. Other Events.

On February 20, 2008, the Committee approved the 2008 annual equity awards to executives. The awards will be granted on March 5, 2008, and will be issued under our Equity Incentive Plan. In prior years, executives received their equity awards as a combination of stock options and restricted stock. Beginning in 2008, the Committee has decided to add performance shares as a component of the executive equity awards. For 2008, the following awards will be granted to our current named executive officers and to Thomas E. Richards, with the number of shares of restricted stock and performance shares to be determined by dividing the dollar amounts shown below by the closing market price of our common stock on March 5, 2008:

	Stock Options	Restricted Stock		Performance Shares
Edward A. Mueller	1,556,000	$	2,100,000	$	2,100,000
John W. Richardson	389,000	$	525,000	$	525,000
Richard N. Baer	470,000	$	635,000	$	635,000
Paula Kruger	367,000	$	496,000	$	496,000
Thomas E. Richards	356,000	$	480,000	$	480,000

The stock options and restricted stock for Mr. Richardson will vest ratably over 2 years, and the stock options and restricted stock for all other executives will vest ratably over 3 years. The performance shares will vest at the end of a performance period if the executive remains employed by us over the performance period (except in the case of death, disability or a change in control). The performance period will be 2 years for Mr. Richardson and 3 years for all other executives. Payout under the performance share awards can range from 0% to 200% depending on our relative total shareholder return (“TSR”) over the performance period as compared to a group of our peers in the telecommunications industry. TSR is measured generally as the increase or decrease in the market value of common

stock including the reinvestment of dividends. Executives can elect to receive payout under the awards in the form of shares of our common stock or cash.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description

Exhibit 10.1		Form of Performance Share Agreement

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.

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: February 26, 2008	By:	/s/ STEPHEN E. BRILZ
	Name:	Stephen E. Brilz
	Title:	Assistant Secretary

EXHIBIT INDEX

Exhibit No.		Description

Exhibit 10.1		Form of Performance Share Agreement