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):  August 25, 2009

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(b). Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 25, 2009, Thomas E. Richards, Executive Vice President and Chief Operating Officer of Qwest Communications International Inc. (“Qwest” or the “Company” or “we” or “us” or “our”) resigned from his position with the Company.  On August 26, 2009, our Board of Directors appointed Teresa A. Taylor to the position of Executive Vice President and Chief Operating Officer.  A copy of the press release announcing these developments is attached hereto as Exhibit 99.1.

Ms. Taylor, 45, has served as our Executive Vice President, Business Markets Group, since August 2008.  Previously, Ms. Taylor held several other management positions with Qwest, including Executive Vice President and Chief Administrative Officer from December 2004 until August 2008, Executive Vice President, Wholesale Markets Group, from 2003 until December 2004, and Executive Vice President, Products and Pricing, from 2000 until 2003.  Ms. Taylor also held a number of leadership positions with U S WEST, Inc. from 1988 until its merger with Qwest in 2000.  Ms. Taylor received her bachelor’s degree from the University of Wisconsin - La Crosse.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
Exhibit 99.1	Press Release dated August 31, 2009.

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; our ability to utilize net operating losses in projected amounts; and continued unfavorable general economic conditions, including the current financial crisis.

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:	August 31, 2009	By:	/s/ STEPHEN E. BRILZ
		Name:	Stephen E. Brilz
		Title:	Vice President and Assistant Secretary

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EXHIBIT INDEX

Exhibit No.	Description
Exhibit 99.1	Press Release dated August 31, 2009.

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EX-99.1

Exhibit 99.1

Qwest Announces Key Leadership Change

·Teresa Taylor named Chief Operating Officer

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

DENVER, Aug. 31, 2009 — Qwest Communications (NYSE: Q) and its board of directors announced today that Teresa A. Taylor has been named chief operating officer. Taylor replaces Thomas E. Richards, who has served as the company’s chief operating officer since July 2008 and is leaving the company to become president and chief operating officer of CDW Corporation.

“Teresa is an experienced telecommunications veteran and a proven leader here at Qwest,” said Edward A. Mueller, chairman and CEO of Qwest. “She has led our Business Markets, Wholesale and Product groups with great success and also served as our chief administrative officer in which, among other things, she led two negotiations with the Communications Workers of America and the IBEW. Teresa is well-equipped to step into the COO position and allow us to continue our intense focus on the daily operations of the company and our goal of perfecting the customer experience.

“I want to thank Tom for all of his work and wish him the best as he returns to Chicago. I am confident that with the seasoned operations team we have built here at Qwest, the transition to Teresa as our COO will be seamless.”

Taylor will report to Mueller. Rich Baer, general counsel and chief administrative officer, Stephanie Comfort, chief strategy officer, and Joe Euteneuer, chief financial officer, also will continue to report to Mueller.

“I am honored and excited to assume this new role,” Taylor said. “I look forward to working with such an experienced executive team as we continue to execute on our current plan and drive the company’s strategies for growth.”

Taylor, 45, served as executive vice president of Business Markets Group (BMG) since August 2008. In that role, she had full P&L responsibility and oversaw the sales, marketing and delivery of voice and data communications services to business and government customers. Taylor also served as Qwest’s executive vice president and chief administrative office from 2004 to 2008. In addition, she also led the company’s Wholesale business unit as its executive vice president from 2003 to 2004 and, from 2000 to 2003, was executive vice president of Qwest’s Products and Pricing group. Taylor also has held a number of leadership positions with US WEST from 1988-2000 prior to its merger with Qwest in 2000.

Taylor is active in community affairs and currently serves on the board of directors for both the Colorado Symphony Orchestra and the Colorado Children’s Campaign. In January 2008, Colorado Gov. Bill Ritter appointed her co-chair of the state’s Jobs Cabinet. Taylor holds a bachelor of science degree from the University of Wisconsin-La Crosse.

Qwest also announced today that Christopher Ancell, 47, previously vice president of sales for BMG, has been promoted to executive vice president of BMG, replacing Taylor. “Chris has done an outstanding job in driving sales for our western region and has a great deal of knowledge and experience in BMG,” Taylor said. “I look forward to working with him in his new role and am confident in his ability to continue BMG’s strong performance.”

Also reporting to Taylor will be Dan Yost,  executive vice president of the Mass Markets Organization; Roland Thornton, executive vice president of Wholesale Markets; Neil Cox, executive vice president of Product/IT; and Bob Tregemba, executive vice president of Network.

About Qwest

Customers coast-to-coast turn to Qwest’s industry-leading national fiber-optic network and world-class customer service to meet their communications and entertainment needs. For residential customers, Qwest offers a new generation of fiber-optic Internet service, high-speed Internet solutions, as well as digital home phone, wireless service available through Verizon Wireless and DIRECTV® services.  Qwest is also the choice of 95 percent of Fortune 500 companies, offering a full suite of network, data and voice services for small businesses, large businesses, government agencies and wholesale customers. Additionally, Qwest participates in Networx, the largest communications services contract in the world, and is recognized as a leader in the network services market by a leading technology industry analyst firm.

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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
303-992-0029
kurt.fawkes@qwest.com

Attachment for biography

Teresa A. Taylor, 45, most recently was executive vice president of Business Markets Group (BMG) for Qwest, a position she held since 2008. Prior to that role, she was the company’s executive vice president and chief administrative officer and served in that role from 2004-2008. From 2003-2004, Taylor was executive vice president of Qwest’s Wholesale Markets business unit and from 2000-2003, she was executive vice president of the company’s Product and Pricing organization. She joined US West in 1988 and held numerous positions in sales, marketing and product prior to the US West-Qwest merger in 2000. Before 1988, she worked for two start-up companies in both the telecommunications and information service industries. She holds various board positions in the Denver area, including the Colorado Symphony Orchestra and the Colorado Children’s Campaign, and was named by Gov. Bill Ritter to the Colorado State Job Cabinet as co-chair in 2008. Taylor holds a bachelor of science degree from the University of Wisconsin-La Crosse, and she and her husband and two sons live in Golden, Colo.

Christopher K. Ancell, 47, most recently was vice president of sales, western region, for Qwest’s Business Markets Group (BMG), a position he held since 2004. Prior to that role, he served as vice president of sales support for BMG from 2002-2004, where he was responsible for a national team of sales engineers, service managers, project managers, post-sale account managers and a specialized product sales group. Ancell joined Qwest in 2000 as a vice president in the product organization and later became vice president of hosting sales. Prior to joining Qwest, Ancell was vice president of professional services at Service Metrics, Inc., an Exodus Communications Company, from 1999-2000. He also has held management positions at PricewaterhouseCoopers and with Oracle’s Telecommunications Consulting Practice. Ancell holds a bachelor of science degree in Economics from the University of Denver, and he resides in the Denver area.