8-K

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 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): March 7, 2002


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


                                    Colorado
                               -------------------
                 (State or other jurisdiction of incorporation)



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


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


        Registrant's telephone number, including area code: 303-992-1400
                                                            ------------

                                 Not applicable
                -------------------------------------------------
          (Former name or former address, if changed since last report)

ITEM 5.     Other Events.

On March 7, 2002, the Company issued a press release announcing an offering of
$1.5 billion in indebtedness. The press release announcing the same is attached
as Exhibit 99.1 to this Current Report on Form 8-K.

Forward Looking Statements Warning
- ----------------------------------

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 Communications International Inc. or Qwest Corporation
(together with their 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
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.

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                                   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 7, 2002                 By: /s/ Bryan Treadway
                                        ----------------------------------------
                                        Bryan Treadway
                                        Vice President and Controller


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EX-99.1

ride the light
Qwest
[graphic logo omitted]                                                      NEWS

         QWEST CORPORATION ANNOUNCES $1.5 BILLION SENIOR NOTES OFFERING

DENVER, MARCH 7, 2002 --Qwest Corporation, a wholly-owned subsidiary of Qwest
Communications International Inc. (NYSE: Q), today announced that it is offering
$1.5 billion principal amount of indebtedness at an interest rate of 8 7/8% per
annum. The debt, which matures ten years from the date of issuance, will be
issued in an unregistered offering pursuant to Rule 144A and Regulation S under
the Securities Act of 1933. Qwest Corporation has agreed to offer to exchange
the unregistered senior notes for substantially identical registered senior
notes following completion of the offering.

The notes will rank equally with all of Qwest Corporation's other unsecured and
unsubordinated indebtedness, and are not guaranteed by Qwest Communications
International Inc. Qwest expects that the offering will be completed on Tuesday,
March 12, 2002, subject to satisfaction of customary closing conditions. Qwest
expects to apply the net proceeds of the issuance to repay short-term
indebtedness and current maturities of long-term indebtedness.

The notes will not be registered under the Securities Act and may not be offered
or sold in the United States absent registration or an applicable exemption from
registration requirements. This notice does not constitute an offer to sell or
the solicitation of an offer to buy any securities and shall not constitute an
offer, solicitation or sale in any jurisdiction in which such offering,
solicitation or sale would be unlawful

                                    # # #


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
Qwest Communications International Inc. or Qwest Corporation (together with
their affiliates, "Qwest", "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; volatility of Qwest's stock price; 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. This release may include analysts' estimates
and other information prepared by third parties for which we assume no

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responsibility. We undertake 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.

The Qwest logo is a registered trademark of, and CyberCenter is a service mark
of, Qwest Communications International Inc. in the U.S. and certain other
countries.


      Contacts:   Media Contact:                Investor Contact:
                  -------------                 ----------------
                  Tyler Gronbach                Lee Wolfe
                  303-992-2155                  800-567-7296
                  tyler.gronbach@qwest.com      IR@qwest.com


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