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): July 28, 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(c) and (e). Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 28, 2008, the Compensation and Human Resources Committee (the “Compensation Committee”) of the Board of Directors of Qwest Communications International Inc. (“Qwest” or the “Company” or “we” or “us” or “our”) appointed Thomas E. Richards to the position of Executive Vice President and Chief Operating Officer.  A copy of the press release announcing the same is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Mr. Richards, 53, previously served as our Executive Vice President – Business Markets since April 2005.  From January 2004 to March 2005, Mr. Richards worked periodically as an independent consultant.  From 1999 to December 2003, Mr. Richards was Chairman, President and Chief Executive Officer of Clear Communications, Inc., a supplier of optical and digital network management software. Prior to joining Clear Communications, Mr. Richards held executive positions at Ameritech Corporation and Bell Atlantic Corporation. Mr. Richards received a bachelor’s degree from the University of Pittsburgh and an M.S. degree in management from the Massachusetts Institute of Technology.

In connection with Mr. Richards’ promotion, the Compensation Committee increased his annual base salary to $700,000, his target bonus to 150% and his annual flexible benefit payment to $50,000.  Mr. Richards also received the following equity awards on July 28, 2008:

Stock options	1,120,000
Restricted stock	199,000
Performance shares	199,000

The awards were granted under our Equity Incentive Plan.  The stock options and restricted stock vest ratably over 3 years, and the stock options have an exercise price of $3.52.  The performance shares vest at the end of a 3 year performance period if Mr. Richards remains employed by us over that period.  Payout under the performance shares 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.  Mr. Richards can elect to receive payout under the performance shares in the form of shares of our common stock or cash.  The awards vest immediately upon death, disability or a change in control.

The foregoing descriptions do not purport to be complete and are qualified in their entirety by reference to the documents filed herewith as Exhibits 10.1 and 10.2, which documents are incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
Exhibit 10.1	Letter Agreement, dated July 28, 2008, by and between Thomas E. Richards and Qwest.
Exhibit 10.2	Forms of option, restricted stock and performance share agreements used under Equity Incentive Plan, as amended and restated (incorporated by reference to Qwest Communications International Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006, and Current Report on Form 8-K filed on February 26, 2008, File No. 001-15577).
Exhibit 99.1	Press Release dated July 29, 2008.

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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:  July 29, 2008	By:	/s/ STEPHEN E. BRILZ
	Name:	Stephen E. Brilz
	Title:	Assistant Secretary

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EXHIBIT INDEX

Exhibit No.	Description
Exhibit 10.1	Letter Agreement, dated July 28, 2008, by and between Thomas E. Richards and Qwest.
Exhibit 10.2	Forms of option, restricted stock and performance share agreements used under Equity Incentive Plan, as amended and restated (incorporated by reference to Qwest Communications International Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006, and Current Report on Form 8-K filed on February 26, 2008, File No. 001-15577).
Exhibit 99.1	Press Release dated July 29, 2008.

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EX-10.1

Exhibit 10.1

July 28, 2008

Thomas E. Richards

1801 California Street

Denver, CO  80202

Dear Tom:

Giving people the opportunity to develop professionally through new challenges is an investment in our greatest resource – employees.  Fostering and developing the talent of employees is critical to the success of the business and to our future.  With that, I am pleased to offer you a promotion to the position of Executive Vice President and Chief Operating Officer, continuing to report directly to me, effective July 28, 2008. I am confident of the value you will continue to bring to the business.

1.Base Salary:  Your base salary increases to $700,000 per annum.

2.Annual Bonus Plan:  You will be eligible to participate in the annual bonus plan for 2008.  Your target bonus will increase to 150% of your annual base pay (based upon your performance rating, if any, prorated to reflect your promotion date and other changes in accordance with the terms of the plan and adjusted for Company, business unit and individual performance).

3.Equity Incentive Plan: You are entitled to participate in Qwest’s Equity Incentive Plan.  You will receive an equity award with an approximate value of $2,800,000.  Fifty percent of the equity value will be awarded in stock options, twenty five percent in restricted stock and twenty five percent in performance shares. The actual number of stock options will be determined using a Black Scholes value of $1.25. The actual number of restricted and performance shares will be determined by the market close price of Qwest stock on July 28, 2008.  All will be rounded to the nearest 1000.

4.Executive Perquisite: For 2008, you will receive an additional executive perquisite benefit of $15,000 (prorated and grossed up for income tax). Your perquisite check will be paid to you on or before August 8, 2008. Beginning in 2009, you will receive an executive perquisite benefit of $50,000 (grossed up for income tax).

5.Background Check:  As a condition of this promotion, you must undergo and pass a background check at this time. Please complete and return the enclosed Request for Information and Consent and Disclosure forms within 5 business days of your receipt of this letter to Jana Venus at 1801 California Street, 23rd Floor, Denver, CO  80202. You will not be contacted as to the results of the background check unless there is a problem.

Congratulations on this wonderful opportunity, Tom.  Your hard work and commitment to delivering the Spirit of Service is genuinely appreciated.

Sincerely,

Edward A. Mueller

Chairman and Chief Executive Officer

EX-99.1

Exhibit 99.1

QWEST ANNOUNCES KEY LEADERSHIP ROLE

·Tom Richards Becomes Chief Operating Officer

·Will Oversee All Sales Organizations, Network, Marketing, Product and  IT

DENVER, July 29, 2008 – Qwest Communications International Inc. (NYSE: Q) and its Board of Directors announced that, effective today, Thomas E. Richards, currently executive vice president of Business Markets Group, will become chief operating officer. Richards, who will continue to report to Qwest Chairman and CEO Edward A. Mueller, will direct the daily operations of Business Markets Group (BMG), Mass Markets Organization (MMO), Wholesale, Network, Marketing, Product and IT.

“Tom is a proven, market-tested telecommunications veteran who brought continued focus to our BMG organization and achieved significantly improved results,” Mueller said. “Building on that success, he will focus intensely on the daily operations and continue to improve the customer experience by aligning our key sales, network, product, marketing and IT organizations.  With our new business-segment reporting structure and our focus on operating margin improvement and enhanced free-cash flow, I am confident Tom’s leadership will bring much to our seasoned team.”

Reporting to Richards will be the executive vice presidents of BMG, MMO, Wholesale, Product/IT and Network. He will continue to oversee BMG until a successor is named.

“I am pleased to assume this new and exciting role,” Richards said. “As Ed continues to drive the company’s strategies for growth, I will devote my energies to implementing those strategies throughout our sales, network, marketing, product and IT units. I look forward to partnering with Ed and the other members of the senior leadership team in this endeavor.”

Richards, who joined Qwest in 2005 as executive vice president of BMG, has more than 30 years of experience in the telecommunications industry. His telecom experience includes executive vice president of communications and information products at Ameritech, where he was responsible for network, wholesale, wireless, video, Internet, security monitoring and more. Before moving to Qwest, he served as chairman, CEO and president of Clear Communications, an international supplier of optical and digital network management software. He also held key executive positions at Bell Atlantic prior to joining Ameritech.

Richards holds a bachelor’s degree in Economics from the University of Pittsburgh and a master’s degree in Management from the Massachusetts Institute of Technology’s (MIT) Sloan School of Management, where he was an Alfred P. Sloan fellow. Richards and his wife live in Denver.

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 on Qwest please visit www.qwest.com. For information about the products and services Qwest is offering in the Networx contract, visit www.gsanetworx.com.

# # #

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, 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 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 marks that comprise the Qwest logo are registered trademarks of Qwest Communications International Inc. in the U.S. and certain other countries.

Contact Information:

Media Contact

Nicholas Sweers

303-992-2085

Nicholas.Sweers@qwest.com

Investor Contact

Kurt Fawkes

800-567-7296

IR@qwest.com

Attachment for biography

Thomas E. Richards, 53, most recently was executive vice president of Business Markets Group for Qwest, a position he held since 2005. Prior to that role, he was chairman, CEO and president of Clear Communications and served in that role from 1999-2003. He served as executive vice president of communications and information products and as president of network services at Ameritech, where he worked from 1995-1999. Richards served in various executive and management roles at Bell Atlantic from 1983-1995, and began his telecommunications career at Bell of Pennsylvania in 1976. He has served on various board positions and holds a bachelor’s degree in economics from the University of Pittsburgh and a master’s degree in management from the Massachusetts Institute of Technology’s (MIT) Sloan School of Management, where he was an Alfred P. Sloan fellow.