SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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                                    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 6, 2002


                                QWEST CORPORATION
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             (Exact name of registrant as specified in its charter)


                                    Colorado
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                 (State or other jurisdiction of incorporation)



      001-03040                                         84-0273800
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 (Commission File Number)                    (IRS Employer Identification No.)


1801 California Street     Denver, Colorado                 80202
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(Address of principal executive offices)                  (Zip Code)


        Registrant's telephone number, including area code: 303-992-1400
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                                 Not applicable
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          (Former name or former address, if changed since last report)


ITEM 5.     Other Events.

On March 6, 2002, the Company's ultimate parent, Qwest Communications
International Inc. ("Qwest"), announced the following:

o  As Qwest has previously announced, it is negotiating a proposed amendment to
   its existing $4 billion facility, under which the Company is a borrower.

o  Qwest and the Company are in advanced negotiations with their major banks
   under the credit facility and have made significant progress on the major
   terms of a proposed amendment to the $4 billion credit facility. Qwest and
   the Company plan to discuss the proposed amendment with the other banks under
   the credit facility over the next several days and then to seek formal
   approval from all the banks under the credit facility. The Company believes
   that it and Qwest will reach agreement with the banks under the facility
   soon. However, the Company cautions that there is no assurance that it and
   Qwest will reach agreement with the banks to amend the credit facility on
   terms satisfactory to it and Qwest or when it will be able to do so.

o  The Company expects that the proposed amendment to the credit facility will
   require the approval of banks holding more than 50% of the loan outstanding
   under the credit facility.

Forward Looking Statements Warning
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This Current Report on Form 8-K contains 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 Qwest Corporation (together with its affiliates, "the
Company", "we" or "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: potential fluctuations in quarterly
results; intense competition in the markets in which we compete; changes in
demand for our products and services; the duration and extent of the current
economic downturn, including its effect on our customers and suppliers; adverse
economic conditions in the markets served by us or by companies in which we have
substantial investments; dependence on new product development and 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; rapid and
significant changes in technology and markets; adverse changes in the regulatory
or legislative environment affecting our business; delays in our ability to
provide interLATA services within our 14-state local service area; failure to
maintain rights-of-way; and failure to achieve the projected synergies and
financial results expected to result from the acquisition of U S WEST, and
difficulties in combining the operations of the combined company.

The information contained in this Current Report on Form 8-K is a statement of
the Company'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 the Company's assumptions. The

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Company may change its intention, belief or expectation, at any time and without
notice, based upon any changes in such factors, in the Company's assumptions or
otherwise. This Current Report on Form 8-K includes analysts' estimates and
other information prepared by third parties for which the Company assumes no
responsibility. The Company undertakes no obligation to review or confirm
analysts' expectations or estimates or to release publicly any revisions to any
forward-looking statements to reflect events or circumstances after the date
hereof or to reflect the occurrence of unanticipated events.

By including any information in this Current Report on Form 8-K, the Company
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, the Company
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.



                                    QWEST CORPORATION



DATE:  March 6, 2002              By:  /s/ Bryan Treadway
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                                       Bryan Treadway
                                       Vice President and Controller


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