S-3

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TABLE OF CONTENTS

As filed with the Securities and Exchange Commission on February 5, 2002

Registration No. 333-      

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

QWEST COMMUNICATIONS INTERNATIONAL INC.	DELAWARE	84-1339282
QWEST CAPITAL FUNDING, INC.	COLORADO	84-1028672
(Exact name of registrant as specified in its charter)	(State of incorporation)	(I.R.S. Employer Identification Number)

1801 California Street
Denver, Colorado 80202
(303) 992-1400
(Address, including zip code and telephone number, including area code, of principal executive office)

Yash A. Rana
Vice President, Senior Associate General Counsel & Assistant Secretary
Qwest Communications International Inc.
1801 California Street
Denver, Colorado 80202
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Steven L. Grossman, Esq.
O'Melveny & Myers LLP
1999 Avenue of the Stars, Suite 700
Los Angeles, California 90067
(310) 553-6700

Approximate date of commencement of proposed sale to the public:
from time to time after the registration statement becomes effective, as determined by market and other conditions.

      If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. / /

      If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 of the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. /x/

      If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / /

      If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / /

      If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. / /

CALCULATION OF REGISTRATION FEE

Title of each Class of Securities to be Registered	Amount to be Registered(1)(2)	Proposed Maximum Offering Price Per Unit	Proposed Maximum Aggregate Offering Price(3)	Amount of Registration Fee
Qwest Communications International Inc. Common Stock, par value $0.01 per share(4)(5)
Qwest Communications International Inc. Purchase Contracts(4)(5)
Qwest Communications International Inc. Purchase Units(4)(5)
Qwest Capital Funding, Inc. Debt Securities(4)(5)
Qwest Communications International Inc. Guarantees of Qwest Capital Funding, Inc. Debt Securities(5)(6)
Total	$2,500,000,000	100%	$2,500,000,000	$230,000

(1)

In U.S. Dollars or the equivalent thereof in one or more foreign or composite currencies.

(2)

Plus such additional principal amount as may be necessary such that the aggregate initial offering price of all debt securities, if any, issued with original issue discount will equal their aggregate principal amount at maturity.

(3)

Estimated solely for the purpose of determining the registration fee pursuant to Rule 457. Exclusive of accrued interest or dividends, if any.

(4)

There are being registered hereunder such presently indeterminate principal amount or number of (a) shares of Common Stock, Purchase Contracts and Purchase Units which may be sold from time to time by Qwest Communications International Inc., and (b) Debt Securities which may be sold from time to time by Qwest Capital Funding, Inc., and which will be guaranteed as to payment as set forth herein by Qwest Communications International Inc. In no event will the aggregate initial offering price of all Common Stock, Purchase Contracts, Purchase Units or Debt Securities issued from time to time pursuant to this Registration Statement exceed $2,500,000,000. If any such securities are issued at an original issue discount, then the aggregate initial offering price as so discounted shall not exceed $2,500,000,000 notwithstanding that the stated principal amount of such securities may exceed such amount. In addition, there are being registered such indeterminate amount of securities as may be issued upon conversion of, or in exchange for, or upon exercise of, convertible or exchangeable securities (including any securities issuable upon stock splits and similar transactions pursuant to Rule 416 under the Securities Act) as may be offered pursuant to this Registration Statement or otherwise.

(5)

Any securities registered hereunder may be sold separately or as units with other securities registered hereunder.

(6)

No separate consideration will be received for the Guarantees.

The registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED FEBRUARY 5, 2002

PROSPECTUS

$2,500,000,000

QWEST COMMUNICATIONS INTERNATIONAL INC.

COMMON STOCK
PURCHASE CONTRACTS
PURCHASE UNITS

QWEST CAPITAL FUNDING, INC.

DEBT SECURITIES
GUARANTEED AS TO PAYMENT AS DESCRIBED
IN THIS PROSPECTUS BY QWEST COMMUNICATIONS INTERNATIONAL INC.

        We will provide the specific terms of these securities in supplements to this prospectus. You should read this prospectus and the supplements carefully before you invest. This prospectus may not be used to sell securities unless accompanied by a prospectus supplement.

        We may offer the securities directly or through underwriters or agents. The applicable prospectus supplement will describe the terms of any particular plan of distribution.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is                , 2002.

TABLE OF CONTENTS

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ABOUT THIS PROSPECTUS

        This prospectus is part of a registration statement that Qwest Communications International Inc. ("Qwest") and Qwest Capital Funding, Inc. ("Qwest Capital Funding") filed with the Securities and Exchange Commission, or SEC, using a shelf registration process. Under this shelf process, we may, from time to time, sell combinations of the securities described in this prospectus in one or more offerings up to a total dollar amount of $2,500,000,000. This prospectus provides a general description of the securities we may offer. Each time we sell securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with additional information described under "Where You Can Find More Information".

        We may use this prospectus to offer from time to time:

•

shares of Qwest Common Stock ("Common Stock");

•

Qwest's purchase contracts ("Purchase Contracts");

•

Qwest's purchase units ("Purchase Units"); and

•

Qwest Capital Funding's unsecured and unsubordinated debt securities ("Debt Securities").

        Qwest will unconditionally guarantee the payment of principal, premium and interest on the Debt Securities ("Guarantees") as described below in "Description of the Debt Securities—Qwest Guarantees".

        We sometimes refer to the securities listed above collectively as the Securities.

        For more detailed information about the Securities and the Guarantees, you can read the exhibits to the registration statement. Those exhibits have been either filed with the registration statement (including by amendment thereto), filed on Form 8-K or incorporated by reference to earlier SEC filings listed in the registration statement.

WHERE YOU CAN FIND MORE INFORMATION

Available Information

        Qwest files annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any document Qwest filed at the SEC's public reference facilities in Washington, D.C., New York, New York, and Chicago, Illinois. For further information on the operation of the SEC's public reference rooms, please call the SEC at 1-800-SEC-0330. Qwest's SEC filings are also available to the public from the SEC's web site at http://www.sec.gov. In addition, its SEC filings may be inspected at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005.

Incorporation By Reference

        The rules of the SEC allow us to incorporate by reference information into this prospectus, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus, and later information that we file with the SEC will automatically update and supersede that information. Qwest incorporates by reference into this prospectus the documents listed below and any future filings (including filings made after the date of this prospectus, but before the registration statement becomes effective) made by Qwest with the SEC under Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended.

•

Qwest's Annual Report on Form 10-K for the year ended December 31, 2000 (as amended by Form 10-K/A filed August 20, 2001);

•

Qwest's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2001, June 30, 2001 and September 30, 2001; and

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•

Qwest's Current Reports on Form 8-K filed January 25, 2001, February 27, 2001, March 15, 2001, March 22, 2001, March 29, 2001, April 5, 2001, April 25, 2001, April 27, 2001, May 17, 2001, June 5, 2001 (as amended by Form 8-K/A filed June 5, 2001), June 8, 2001, June 20, 2001, June 21, 2001, July 20, 200, July 26, 2001 (as amended by Form 8-K/A filed July 26, 2001), August 7, 2001 (as amended by Form 8-K/A filed August 13, 2001), September 10, 2001, October 31, 2001, December 14, 2001 and January 30, 2002.

        You may obtain documents incorporated by reference in this prospectus at no cost by requesting them in writing from Qwest at the following address:

Corporate Secretary
Qwest Communications International Inc.
1801 California Street, Suite 3800
Denver, Colorado 80202
(303) 992-1400

        Any statements contained in this prospectus or in a document incorporated or deemed to be incorporated by reference herein will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein or therein, or in any other subsequently filed document that also is or is deemed to be incorporated herein or therein by reference, modifies or supersedes such statement. Any such statement so modified or superseded will not be deemed to constitute a part of this prospectus except as so modified or superseded.

        You should rely only on the information in this prospectus or incorporated by reference in this prospectus. We have not authorized anyone to provide you with different information. We are not making any offer of these Securities in any state where the offer is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front page of this prospectus.

        No separate financial statements of Qwest Capital Funding are included or incorporated by reference into this prospectus. We consider these financial statements not to be material to holders of the Securities because Qwest Capital Funding has no independent operations and its purposes are limited as described below. Qwest Capital Funding does not file annual, quarterly or special reports with the SEC. Any securities issued by Qwest Capital Funding will be fully and unconditionally guaranteed by Qwest. See "Description of the Debt Securities—Qwest Guarantees".

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

        This prospectus contains or incorporates by reference financial projections, synergy estimates and other forward-looking statements as that term is used in federal securities laws about our financial condition, results of operations and business. These statements include, among others:

•

Statements concerning the benefits that we expect will result from our business activities and certain transactions we have completed, such as increased revenues, decreased expenses and avoided expenses and expenditures; and

•

Statements of our expectations, beliefs, future plans and strategies, anticipated developments and other matters that are not historical facts.

        These statements may be made expressly in this prospectus, or may be incorporated by reference to other documents filed with the SEC. You can find many of these statements by looking for words such as "believes," "expects," "anticipates," "estimates" or similar expressions used in this prospectus or incorporated by reference in this prospectus.

        These forward-looking statements are subject to numerous assumptions, risks and uncertainties that may cause our actual results to be materially different from any future results expressed or implied by us in those statements. The risks and uncertainties include those risks, uncertainties and risk factors identified, among other places, under "Risk Factors" and under "Management's Discussion and

4

Analysis of Financial Condition and Results of Operations" in the documents incorporated by reference in this prospects.

        The most important risk factors that could prevent us from achieving our stated goals include the following:

•

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 and delays in our ability to provide interLATA services in 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, Inc., and difficulties in combining the operations of the combined company.

        Because the statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by the forward-looking statements. We caution you not to place undue reliance on the statements, which speak only as of the date of this prospectus or, in the case of documents incorporated by reference, the date of the document.

        The cautionary statements contained or referred to in this section should be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on their or our behalf may issue. Neither of us undertake any 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 of this prospectus or to reflect the occurrence of unanticipated events.

QWEST COMMUNICATIONS INTERNATIONAL INC.

        Qwest is an international leader in broadband Internet communications and application services to over 29 million customers. The Qwest Macro Capacity® Fiber Network, designed with the newest optical networking equipment for speed and efficiency, spans more than 190,000 miles globally. Qwest provides Internet-based data, image and voice communications, Digital Subscriber Line (DSL) services and long-distance services internationally, and wireless, local communications and directory services in 14 states of the United States. Qwest's strategy is to become a premier end-to-end international provider of advanced broadband Internet-based communications. Qwest's broadband Internet leadership position extends to business and retail customers throughout the world.

        Qwest is a Delaware corporation incorporated on February 18, 1997. Its principal executive offices are located at 1801 California Street, Denver, Colorado 80202, and its telephone number is

5

(303) 992-1400. For additional information about Qwest, please refer to the documents we have incorporated by reference. See "Where You Can Find More Information".

Holding Company Structure

        Qwest conducts its operations primarily through its wholly-owned subsidiaries, and substantially all of Qwest's consolidated assets are held by these other subsidiaries. Accordingly, Qwest's cash flow, its ability to pay dividends on its capital stock and its ability to meet its obligations under the Guarantees are largely dependent upon the earnings of its subsidiaries and the distribution or other payment of such earnings to Qwest in the form of dividends, loans or advances or repayment of loans and advances from Qwest. The subsidiaries are separate and distinct legal entities and have no obligation to pay any amounts due on any Securities (except for the Securities issued by such subsidiaries) or to make any funds available for such payment.

        Because Qwest is a holding company, its obligations under the Guarantees will be effectively subordinated to all existing and future liabilities of its subsidiaries. Therefore, Qwest's rights and the rights of its stockholders and creditors, including rights of a holder of any Security under a Guarantee, to participate in the assets of any subsidiary if such a subsidiary is liquidated or reorganized, will be subject to the prior claims of such subsidiary's creditors. To the extent that Qwest may itself be a creditor with recognized claims against any such subsidiary, Qwest's claims would still be effectively subordinated to any security interest in, or mortgages or other liens on, the assets of the subsidiary and would be subordinated to any indebtedness or other liabilities of the subsidiary senior to that held by Qwest. Although certain agreements to which Qwest and its subsidiaries are parties limit their ability to incur additional indebtedness, Qwest and its subsidiaries retain the ability to incur substantial additional indebtedness and other liabilities.

QWEST CAPITAL FUNDING, INC.

        Qwest Capital Funding is a Colorado corporation and a wholly-owned subsidiary of Qwest. Qwest Capital Funding's primary business is to provide financing for the operations of Qwest and its affiliates.

        Qwest Capital Funding's principal executive offices are located at 1801 California Street, Denver, Colorado 80202 and its telephone number is (303) 992-1400.

USE OF PROCEEDS

        Unless we indicate differently in the applicable prospectus supplement, the net proceeds from the sale of any Debt Securities issued by Qwest Capital Funding will be loaned to Qwest and/or its affiliates. Qwest and/or its affiliates are expected to use the proceeds of such loans, or the proceeds from the sale of any Securities issued directly by Qwest, for general corporate purposes. These general corporate purposes may include, among others:

•

investing in business activities;

•

reducing short-term debt incurred to provide interim financing for such activities; and

•

and repaying or refinancing long-term debt.

        Proceeds may also be used for other purposes specified in the applicable prospectus supplement. Net proceeds may be temporarily invested prior to use. The precise amounts and timing of the application of proceeds will depend upon, among other things, Qwest's funding requirements and the funding requirements of Qwest's subsidiaries at the time of issuance and the availability of other funds.

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RATIOS OF EARNINGS TO FIXED CHARGES

        The following table sets forth the ratio of earnings to fixed charges of Qwest (which, before the merger of Qwest and U S WEST, Inc., is U S WEST, Inc.) for each of the periods indicated.(1)

Year Ended December 31,					Nine Months Ended September 30,
1996	1997	1998	1999	2000	2000	2001
5.20	5.67	4.75	3.19	1.05	1.16	$	(123)	(2)

(1)

"Earnings" is computed by adding income before income taxes, extraordinary items and cumulative effect of change in accounting principles and fixed charges. Also included in earnings is the add-back of Qwest's share of losses in its equity method affiliates. "Fixed charges" consist of interest on indebtedness and the portion of rentals representative of the interest factor.

(2)

For the nine months ended September 30, 2001, the ratio of earnings to fixed charges was calculated as a negative ratio. As a result, disclosed above is the calculation of the coverage deficiency. For the purposes of this calculation we have included the impact of the $3.048 billion write-down of the investment in KPNQwest that occurred during the second quarter of 2001, as an add-back of Qwest's share of losses in its equity method affiliates.

DESCRIPTION OF QWEST'S CAPITAL STOCK

        The description below is a summary of certain provisions of Qwest's capital stock. The Delaware General Corporation Law and Qwest's certificate of incorporation and bylaws determine the rights and privileges of holders of Qwest's capital stock. We encourage you to read such documents, which have been filed with the SEC, and the Delaware General Corporation Law for more information regarding such capital stock.

Authorized Capital

        Under Qwest's certificate of incorporation, Qwest's authorized capital stock consists of five billion shares of common stock, par value $.01 per share, and 200 million shares of preferred stock, par value $1.00 per share.

Common Stock

        Each holder of common stock is entitled to one vote for each share of common stock held of record on the applicable record date on all matters submitted to a vote of stockholders.

        The holders of common stock are entitled to receive, from funds legally available for the payment thereof, dividends when and as declared by resolution of the board of directors, subject to any preferential dividend rights granted to the holders of any outstanding preferred stock. In the event of liquidation, each share of common stock is entitled to share pro rata in any distribution of Qwest's assets after payment or providing for the payment of liabilities and the liquidation preference of any outstanding preferred stock.

        Holders of Qwest common stock have no preemptive rights to purchase, subscribe for or otherwise acquire any unissued or treasury shares or other securities.

        The Transfer Agent and Registrar for Qwest's common stock is The Bank of New York.

Preferred Stock

        Under Qwest's certificate of incorporation, the Qwest board of directors has the authority, without stockholder approval, to create one or more classes or series within a class of preferred stock, to issue shares of preferred stock in such class or series up to the maximum number of shares of the relevant

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class or series of preferred stock authorized, and to determine the preferences, rights, privileges and restrictions of any such class or series. This could dilute the voting strength of the holders of common stock and may help Qwest's management impede a takeover or attempted change in control.

        We currently have no shares of preferred stock issued and outstanding.

DESCRIPTION OF THE PURCHASE CONTRACTS

        We may issue Purchase Contracts representing contracts obligating holders to purchase from us, and us to sell to the holders, a specified number of shares of Common Stock or a specified principal amount of Debt Securities or any of the other securities that we may sell under this prospectus at a future date or dates. The consideration payable upon settlement of the Purchase Contracts may be fixed at the time such contracts are issued or may be determined by reference to a specific formula set forth in the Purchase Contracts. The Purchase Contracts may be issued separately or as a part of other Purchase Units that consist of a Purchase Contract and other securities or obligations issued by us or third parties, including United States treasury securities, securing the holders' obligations to purchase the securities under the Purchase Contracts. The Purchase Contracts may require us to make periodic payments to the holders of the Purchase Units or vice-versa. These payments may be unsecured or prefunded on some basis. The Purchase Contracts may require holders to secure their obligations thereunder in a specified manner.

        Any applicable prospectus supplement will describe the terms of any Purchase Contracts.

DESCRIPTION OF THE PURCHASE UNITS

        We may, from time to time, issue Purchase Units comprised of one or more of the other Securities that may be offered under this prospectus, in any combination. Each Purchase Unit will be issued so that the holder of the Purchase Unit is also the holder of each security included in the Purchase Unit. Thus, the holder of a Purchase Unit will have the rights and obligations of a holder of each included security. The Purchase Unit Agreement under which a Purchase Unit is issued may provide that the securities included in the Purchase Unit may not be held or transferred separately at any time, or at any time before a specified date.

        Any applicable prospectus supplement will describe:

•

the material terms of the Purchase Units and of the securities comprising the Purchase Units, including whether and under what circumstances those securities may be held or transferred separately;

•

any material provisions relating to the issuance, payment, settlement, transfer or exchange of the Purchase Units or of the securities comprising the Purchase Units; and

•

any material provisions of the governing Purchase Unit Agreement.

DESCRIPTION OF THE DEBT SECURITIES

        The following description sets forth certain general terms and provisions of Qwest Capital Funding's unsecured and unsubordinated Debt Securities, consisting of notes or debentures, that we may offer by this prospectus. We will describe the particular terms of Debt Securities, and provisions that vary from those described below, in one or more prospectus supplements.

        Qwest Capital Funding may issue the Debt Securities from time to time in the future in one or more series. The Debt Securities and the Guarantee or Guarantees of Qwest relating thereto will be issued under the Indenture, dated as of June 29, 1998 (as such indenture has been and may be supplemented, the "Indenture"), among Qwest Capital Funding, Qwest and Bank One Trust Company, National Association (formerly known as The First National Bank of Chicago), as trustee (the "Trustee"). The Indenture is filed as an exhibit to the registration statement.

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        The Indenture and its associated documents contain the full legal text of the matters described in this section. Because this section is a summary, it does not describe every aspect of the Debt Securities or the Indenture. This summary is subject to and qualified in its entirety by reference to all the provisions of the Indenture, including definitions of certain terms used in the Indenture. We also include references in parentheses to certain sections of the Indenture. Whenever we refer to particular sections or defined terms of the Indenture in this prospectus or in a prospectus supplement, such sections or defined terms are incorporated by reference herein or in the prospectus supplement. This summary also is subject to and qualified by reference to the description of the particular terms of your securities described in the applicable prospectus supplement or supplements. The Indenture has been qualified under the Trust Indenture Act, and you should refer to the Trust Indenture Act for provisions that apply to the Debt Securities.

General

        We may issue an unlimited amount of Debt Securities or other securities under the Indenture. The Debt Securities and all other debt securities issued previously or hereafter under the Indenture are collectively referred to herein as the Indenture Securities. We may, from time to time, reopen any series of Debt Securities with the same terms (excluding the issue price and issue date, but including maturity and interest payment terms), without the consent of the existing holders of that series of Debt Securities. After such additional Debt Securities are issued, they will be fungible with the previously issued Debt Securities to the extent specified in the prospectus supplement therefor.

        The Debt Securities will be unsecured and unsubordinated obligations of Qwest Capital Funding, and by the Guarantees will be unconditionally guaranteed by Qwest as to payment of principal and any interest and premium. See "—Qwest Guarantees".

        Before the issuance of each series, certain aspects of the particular Debt Securities have to be specified in a supplemental indenture, in a board resolution of Qwest Capital Funding, or in one or more officer's certificates of Qwest Capital Funding pursuant to a supplemental indenture or a board resolution. We refer you to the applicable prospectus supplement(s) for a description of the following terms of the series of Debt Securities:

(a)

the title of such Debt Securities;

(b)

any limit upon the principal amount of such Debt Securities (including any limit on the amount of principal that may be paid upon acceleration);

(c)

the date or dates on which principal will be payable;

(d)

the rate or rates of interest, which may be fixed or variable, or the method of determination of the rate or rates of interest; the date from which interest will accrue; the dates on which interest will be payable ("Interest Payment Dates"); any record dates for the interest payable on such Interest Payment Dates; and the basis upon which interest will be calculated if other than that of a 360-day year of twelve 30-day months;

(e)

any obligation or option of Qwest Capital Funding to redeem, purchase or repay Debt Securities, or any option of the Holder to require Qwest Capital Funding to redeem or repurchase Debt Securities, and the terms and conditions upon which such Debt Securities will be redeemed, purchased or repaid;

(f)

the denominations in which such Debt Securities will be issuable (if other than denominations of $1,000 and any integral multiple thereof);

(g)

whether such Debt Securities are to be issued in registered or unregistered form and whether issued in whole or in part in the form of one or more global Debt Securities (and, if so, the identity of the depositary for such global Debt Securities);

(h)

any mandatory or optional sinking fund or analogous provisions;

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(i)

whether the payments of principal or interest on the Debt Securities may be determined with reference to an index, formula or other method, or based on a coin or currency other than that in which the Debt Securities are stated to be payable;

(j)

whether the securities are convertible or exchangeable into shares of other securities and, if so, the terms of such conversion or exchange rights;

(k)

any terms applicable to original issue discount, if any, including the rate or rates at which such original issue discount, if any, shall accrue;

(l)

any addition to or change in the Events of Default and any change in the acceleration rights of the Trustee or the Holders;

(m)

any addition to or change in the covenants which apply to any Debt Securities; and

(n)

any other terms of such Debt Securities.

(See Section 2.02.)

Qwest Guarantees

        Qwest will unconditionally guarantee the payment of principal of and any interest and premium on the Debt Securities, when due and payable, whether at the stated maturity date, by declaration of acceleration, call for redemption or otherwise, in accordance with the terms of such Debt Securities and the Indenture. The Guarantees will remain in effect until the entire principal of and any premium and interest on the Debt Securities has been paid in full or otherwise discharged in accordance with the provisions of the Indenture. (See Section 2.16.) The Guarantees will be unsecured debt of Qwest, not subordinated by their terms to any other obligations of Qwest. See "Qwest—Holding Company Structure", above, however, with regard to the effect of the holding company structure on the status of Qwest's obligations compared to obligations of its subsidiaries.

Payment of Debt Securities

        Principal and Interest.    Unless we indicate differently in a prospectus supplement, we will pay principal of and interest on each Debt Security on each applicable Payment Date by check mailed to the person in whose name such Debt Security is registered (the registered holder of any Indenture Security being called a "Holder" in this prospectus) as of the close of business on the relevant record date relating to such Interest Payment date. (See Section 2.05.)

        Paying Agent.    Unless we indicate differently in a prospectus supplement, we will pay principal of and any interest and premium on the Debt Securities upon presentation and surrender of the Debt Securities at the office of Bank One Trust Company, National Association, in New York, New York, as our Paying Agent. Any other Paying Agent initially designated for the Debt Securities of a particular series will be named in the applicable prospectus supplement.

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        We may appoint one or more additional Paying Agents for Debt Securities and may terminate the appointment of any such Paying Agent.

(See Section 2.04.)

Form; Transfers; Exchanges

        Unless otherwise indicated in a prospectus supplement, the Debt Securities will be issued:

(a)

only in fully registered form;



(b)

without interest coupons; and



(c)

in denominations that are integral multiples of $1,000.

        You may have your Debt Securities divided into Debt Securities of smaller denominations (of at least $1,000) or combined into Debt Securities of larger denominations, as long as the total principal amount is not changed. This is called an exchange.

        You may exchange or transfer Debt Securities at the office of the Trustee. We will maintain an office or agency where Debt Securities may be presented for registration of transfer or for exchange, called the Registrar. If we fail to maintain a Registrar, the Trustee shall act as such.

        Except as otherwise provided in a prospectus supplement, there will be no service charge for any transfer or exchange of the Debt Securities, but you may be required to pay a sum sufficient to cover any tax or other governmental charge payable in connection therewith. We may block the transfer or exchange of (a) Debt Securities during a period of 15 days prior to giving any notice of redemption or (b) any Debt Security selected for redemption in whole or in part, except the unredeemed portion of any Debt Security being redeemed in part. (See Sections 2.02 and 2.08.)

Redemption

        We will set forth any terms for the redemption of Debt Securities in a prospectus supplement. Unless we indicate differently in a prospectus supplement, and except with respect to Debt Securities redeemable at the option of the Holder, Debt Securities will be redeemable upon notice by mail between 30 and 90 days before the redemption date. If less than all of the Debt Securities of any series are to be redeemed, the Trustee will select the Debt Securities to be redeemed not more than 60 days prior to the redemption date, by such method as the Trustee shall deem fair and appropriate. (See Sections 3.02 and 3.03.)

        Debt Securities will cease to bear interest on the redemption date. Qwest Capital Funding will pay the redemption price and any accrued interest once the Debt Securities are surrendered for redemption. (See Section 3.04.) If only part of a Debt Security is redeemed, the Trustee will deliver to the Holder a new Debt Security of the same series for the remaining portion. (See Section 3.06.)

        On or before the redemption date, Qwest Capital Funding will deposit with the Trustee or Paying Agent money sufficient to pay the redemption price of and any accrued interest on the Debt Securities. (See Section 3.05.)

Events Of Default

        An Event of Default occurs with respect to Indenture Securities of any series if:

(a)

we do not pay any interest on any Indenture Securities of the applicable series when the same becomes due and payable and the Default continues for a period of 90 days;



(b)

we do not pay principal or premium on any Indenture Securities of the applicable series on its due date;

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(c)

we remain in breach of any other agreement in the Indenture Securities of that Series or of the Indenture for 90 days after we have been given a written notice of default stating we are in breach and requiring remedy of the breach (the notice must be sent by either the Trustee or Holders of 25% of the principal amount of Indenture Securities of the affected series);



(d)

we file for bankruptcy or certain other events in bankruptcy, insolvency, receivership or reorganization occur; or



(e)

any other Event of Default specified in the prospectus supplement occurs.

(See Section 6.01.)

        No Event of Default with respect to the Debt Securities necessarily constitutes an Event of Default with respect to the Indenture Securities of any other series issued under the Indenture.

Remedies

Acceleration. If an Event of Default occurs and is continuing with respect to any series of Indenture Securities, then either the Trustee or the Holders of 25% in principal amount of the outstanding Indenture Securities of such series may declare the principal amount of all of the Indenture Securities of such series to be due and payable immediately. (See Section 6.02.)

Rescission of Acceleration. After the declaration of acceleration has been made and before the Trustee has obtained a judgment or decree for payment of the money due, such declaration and its consequences may be rescinded if the rescission would not conflict with any judgment or decree and if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration.

(See Section 6.02.) For more information as to waiver of defaults, see "—Waiver of Existing Defaults" below.

Control by Holders; Limitations

        Subject to the Indenture, if an Event of Default with respect to the Indenture Securities occurs and is continuing, the Holders of a majority in principal amount of each series affected (with each series voting as a class) will have the right to:

(a)

direct the time, method and place of conducting any proceeding for any remedy available to the Trustee; or



(b)

exercise any trust or power conferred on the Trustee with respect to the Indenture Securities of such series.

        These rights of Holders to make direction are subject to the following limitations:

(a)

the Holders' directions may not conflict with any law or the Indenture; and



(b)

the Holders' directions may not involve the Trustee in personal liability.

(See Section 6.05.)

        In addition, the Indenture provides that no Holder of any series of Indenture Securities will have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture for the appointment of a receiver or for any other remedy thereunder unless:

(a)

that Holder has previously given the Trustee written notice of a continuing Event of Default;



(b)

the Holders of 25% in aggregate principal amount of the outstanding Indenture Securities of that series have made written request to the Trustee to pursue the remedy and have offered

12

the Trustee reasonable indemnity against costs and liabilities incurred in complying with such request; and

(c)

for 60 days after receipt of the request and offer of indemnity, the Trustee does not comply with the request and no direction inconsistent with such request has been given to the Trustee during such 60-day period by the Holders of a majority in aggregate principal amount of outstanding Indenture Securities of that series.

        Furthermore, no Holder will be entitled to institute any such action if and to the extent that such action would disturb or prejudice the rights of other Holders. (See Section 6.06.)

        However, each Holder has an absolute and unconditional right to receive payment when due and to bring a suit to enforce that right. (See Section 6.07.)

Notice of Default

        The Trustee is required to give the Holders of the Indenture Securities notice of any default known to the Trustee within 90 days after it occurs, unless such default has been cured or waived. The Trust Indenture Act currently permits the Trustee to withhold notices of default (except for certain payment defaults) if the Corporate Trustee Committee or committee of Responsible Officers in good faith determines the withholding of such notice to be in the interests of the Holders. (See Section 7.05.)

Waiver of Existing Defaults

        The Holders of a majority in principal amount of any series of Indenture Securities by notice to the Trustee may waive an existing Default with respect to that series and its consequences, except a Default in the payment of the principal of or interest on any Indenture Security. (See Section 6.04.)

Consolidation, Merger and Conveyance of Assets as an Entirety; No Financial Covenants

        We have each agreed not to consolidate with, merge into or be merged into, or transfer or lease their properties and assets substantially as an entirety to, any other entity unless:

(a)

that entity is a corporation which assumes by supplemental indenture all the obligations of either of us, as the case may be, under the Securities and any coupons appertaining thereto and under the Indenture; and



(b)

after giving effect to such transactions, no Default or Event of Default shall have occurred and be continuing. (See Sections 5.01 and 5.02.)

        The Indenture does not prevent or restrict:

(a)

any consolidation or merger after the consummation of which either of us would be the surviving or resulting entity; or



(b)

any conveyance or other transfer or lease of any part of our properties which does not constitute the entirety, or substantially the entirety, thereof. (See Sections 501 and 502.)

        Except as described in a prospectus supplement, neither the Indenture nor the Guarantee contains any financial or other similar restrictive covenants.

Modification of Indenture

        Without Holder Consent.    Without the consent of any Holders of Indenture Securities, we and the Trustee may enter into one or more supplemental indentures for any of the following purposes:

(a)

to evidence the succession of another entity to us;

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(b)

to add one or more covenants of ours or other provisions for the benefit of the Holders of all or any series of Indenture Securities, or to surrender any right or power conferred upon us;



(c)

to add to, delete from, or revise the conditions, limitations, and restrictions on the authorized amount, terms, or purposes of issue, authentication, and delivery of Indenture Securities, as set forth in the Indenture;



(d)

to provide security for the Indenture Securities of any series;



(e)

to establish the form or terms of Indenture Securities of any series or any Guarantees as permitted by the Indenture;



(f)

to provide for uncertificated Indenture Securities in addition to or in place of certificated Indenture Securities;



(g)

to cure any ambiguity, defect or inconsistency in the Indenture, in the Indenture Securities of any series or in the Guarantees; or



(h)

to make any change that does not adversely affect the rights of any Holder in any material respect.

(See Section 9.01.)

        If the Trust Indenture Act is amended after the date of the Indenture so as to require changes to the Indenture or so as to permit changes to, or the elimination of, provisions which, at the date of the Indenture or at any time thereafter, were required by the Trust Indenture Act to be contained in the Indenture, the Indenture will be deemed to have been amended so as to conform to such amendment or to effect such changes or elimination, and we and the Trustee may, without the consent of any Holders, enter into one or more supplemental indentures to effect or evidence such amendment.

        With Holder Consent.    With the written consent of the Holders of a majority in principal amount of the outstanding Indenture Securities of each Series affected by such supplemental indenture (with each series voting as a class), we and the Trustee may enter into a supplemental indenture to add any provisions to or to change or eliminate any provisions of this Indenture or of any supplemental indenture or to modify, in each case in any manner not covered in the above section "Without Holder Consent", the rights of the Holders of the Indenture Securities. The Holders of a majority in principal amount of the outstanding Indenture Securities affected by such waiver (with each series voting as a class), by notice to the Trustee, may waive compliance by us with any provision of this Indenture, any supplemental indenture, or the Indenture Securities of any such series, except a Default in the payment of the principal of or interest on any Indenture Security.

        However, no amendment or modification may, without the consent of the Holder of each outstanding Indenture Security directly affected thereby:

(a)

reduce the amount of Indenture Securities whose Holders must consent to an amendment or waiver;



(b)

change the rate of or change the time for payment of interest on any Indenture Security;



(c)

change the principal or the fixed maturity of any Indenture Security;



(d)

waive a Default in the payment of the principal of or interest on any Indenture Security; or



(e)

make any Indenture Security payable in money other than that stated in the Indenture Security.

(Section 9.02.)

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Satisfaction and Discharge

        Any Indenture Securities or any portion will be deemed to have been paid for purposes of the Indenture, and at Qwest Capital Funding's election, its entire indebtedness will be satisfied and discharged, if there shall have been irrevocably deposited with the Trustee or any Paying Agent (other than one of us), in trust:

(a)

money sufficient;



(b)

in the case of a deposit made before the maturity of such Indenture Securities, non-redeemable U.S. Government Obligations (as defined in the Indenture) sufficient; or



(c)

a combination of (a) and (b), which in total are sufficient,

to pay when due the principal of, and any premium, and interest due and to become due on such Indenture Securities or portions thereof on and before the maturity thereof. (See Section 8.01.)

        The Indenture will be deemed satisfied and discharged when no Indenture Securities remain outstanding and when we have paid all other sums payable by us under the Indenture. (See Section 8.01.)

        All moneys we pay to the Trustee or any Paying Agent on Debt Securities which remain unclaimed at the end of two years after payments have become due will be paid to or upon the order of Qwest Capital Funding. Thereafter, the Holder of such Debt Security may look only to us for payment thereof. (See Section 8.03.)

Resignation and Removal of the Trustee; Deemed Resignation

        The Trustee may resign at any time by giving written notice thereof to us.

        The Trustee may also be removed with respect to any series by act of the Holders of a majority in principal amount of the then outstanding Indenture Securities of such series.

        No resignation or removal of the Trustee and no appointment of a successor trustee will become effective until the acceptance of appointment by a successor trustee in accordance with the requirements of the Indenture.

(See Section 7.08.)

Governing Law

        The Indenture, the Debt Securities and the Guarantees provide or will provide that they are to be governed by and construed in accordance with the laws of the State of New York. (See Section 11.08.)

Concerning the Trustee and the Paying Agent

        Qwest and certain of its affiliates, including Qwest Capital Funding, maintain banking and other business relationships in the ordinary course of business with Bank One Trust Company, National Association. In addition, Bank One Trust Company, National Association and certain of its affiliates serve as trustee, authenticating agent or paying agent with respect to certain Debt Securities of Qwest and its affiliates.

EXPERTS

        The consolidated financial statements of Qwest as of December 31, 2000 and 1999, and the related consolidated statements of operations, stockholders' equity and cash flows for each of the three years in the period ended December 31, 2000, included in Qwest's Annual Report on Form 10-K filed with the SEC on March 16, 2001 (as amended by Form 10-K/A filed August 20, 2001), incorporated by

15

reference in this prospectus and the registration statement have been audited by Arthur Andersen LLP, independent public accountants, as indicated in their report with respect thereto, and are included herein in reliance upon the authority of said firm as experts in giving said reports.

LEGAL MATTERS

        O'Melveny & Myers LLP, Los Angeles, California, will pass upon the validity of the Securities for us.

PLAN OF DISTRIBUTION

        We may sell the Securities (a) to purchasers directly; (b) to underwriters for public offering and sale by them; or (c) through agents or dealers. We may determine the price or other terms of the Securities offered under this prospectus by use of an electronic auction. We will describe how any auction will determine the price or any other terms, how potential investors may participate in the auction and the nature of the underwriters' obligations in any related supplement to this prospectus.

Direct Sales

        We may sell the Securities directly to institutional investors or others who may be deemed to be underwriters within the meaning of the Securities Act with respect to any resale of the Securities. A prospectus supplement will describe the terms of any such sale.

To Underwriters

        The applicable prospectus supplement will name any underwriter involved in a sale of Securities. Underwriters may offer and sell Securities at a fixed price or prices, which may be changed, or from time to time at market prices or at negotiated prices. Underwriters may be deemed to have received compensation from us from sales of Securities in the form of underwriting discounts or commissions and may also receive commissions from purchasers of Securities for whom they may act as agent.

        Underwriters may sell Securities to or through dealers, and such dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters and/or commissions (which may be changed from time to time) from the purchasers for whom they may act as agent.

        Unless otherwise provided in a prospectus supplement, the obligations of any underwriters to purchase particular Securities will be subject to certain conditions precedent, and the underwriters will be obligated to purchase all such Securities if any are purchased.

Through Agents

        We will name any agent or dealer involved in a sale of Securities, as well as any commissions payable by us to such agent, in a prospectus supplement. Unless we indicate differently in the prospectus supplement, any such agent will be acting on a reasonable efforts basis for the period of its appointment.

General Information

        Underwriters, dealers acting as principals and agents participating in a sale of Securities may be deemed to be underwriters as defined in the Securities Act, and any discounts and commissions received by them and any profit realized by them on resale of the Securities may be deemed to be underwriting discounts and commissions under the Securities Act. We may have agreements with underwriters, dealers and agents to indemnify them against certain civil liabilities, including liabilities under the Securities Act, and to reimburse them for certain expenses.

16

        Underwriters or agents and their associates may be customers of, engage in transactions with or perform services for us or our affiliates in the ordinary course of business.

        Each series of Securities will be a new issue and, except for the Common Stock, which is listed on the New York Stock Exchange, will have no established trading market. We may elect to list any series of new Securities on an exchange, or in the case of the Common Stock, on any additional exchange, but unless we advise you differently in any prospectus supplement, we have no obligation to cause any Securities to be so listed. Any underwriters that purchase Securities for public offering and sale may make a market in the Securities, but such underwriters will not be obligated to do so and may discontinue any market making at any time without notice. We make no assurance as to the liquidity of, or the trading markets for, any Securities.

17

PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

Securities and Exchange Commission registration fee		$	230,000
Printing expenses			100,000
Trustee and registrar expenses			75,000
Legal fees and expenses			250,000
Accounting fees and expenses			50,000
Rating agency fees			50,000
Miscellaneous			50,000
	Total	$	805,000

All of the above except the Securities and Exchange Commission registration fee are estimated.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

        Section 145 of the Delaware General Corporation Law (the DGCL) permits the board of directors of Qwest to indemnify any person against expenses (including attorneys' fees), judgments, fines and amounts paid in settlements actually and reasonably incurred by him or her in connection with any threatened, pending or completed action, suit or proceeding in which such person is made a party by reason of his or her being or having been a director, officer, employee or agent of Qwest, in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the Securities Act. The statute provides that indemnification pursuant to its provisions is not exclusive of other rights of indemnification to which a person may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors, other otherwise.

        Qwest's certificate of incorporation and bylaws provide for indemnification of its directors and officers to the fullest permitted by law.

        As permitted by section 102 of the DGCL, Qwest's certificate of incorporation eliminates a director's personal liability for monetary damages to Qwest and its stockholders arising from a breach of a director's fiduciary duty except for liability under section 174 of the DGCL, for liability for any breach of the director's duty of loyalty to Qwest or its stockholders, for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law or for any transactions from which the director derived an improper personal benefit.

        Qwest Capital Funding's bylaws provide for the indemnification of its directors and officers to the extent permissible under applicable law. Section 7-109-102 of the Colorado Business Corporation Act (the CBCA) specifies the circumstances under which a corporation may indemnify its directors, officers, employees or agents. For acts done in a person's "official capacity," the CBCA generally requires that an act be done in good faith and in a manner reasonably believed to be in the best interests of the corporation. In all other civil cases, the person must have acted in good faith and in a way that was not opposed to the corporation's best interests. In criminal actions or proceedings, the CBCA imposes an additional requirement that the actor had no reasonable cause to believe his conduct was unlawful. In any proceeding by or in the right of the corporation, or charging a person with the improper receipt of a personal benefit, no indemnification, except for court-ordered indemnification for reasonable expenses occurred, can be made. Indemnification is mandatory when any director or officer is wholly successful, on the merits or otherwise, in defending any civil or criminal proceeding. The rights granted by the bylaws will not be deemed exclusive of any other rights to which those seeking indemnification,

II-1

contribution, or advancement of expenses may be entitled under any statute, certificate or articles of incorporation, agreement, contract of insurance, vote of stockholders or disinterested directors, or otherwise. The rights of indemnification and advancement of expenses provided by or granted pursuant to the bylaws will continue as to a person who has ceased to be an indemnified representative in respect of matters arising before such time and will inure to the benefit of the heirs, executors, administrators, and personal representatives of such a person.

        The directors and officers of Qwest and Qwest Capital Funding are covered by insurance policies indemnifying against certain liabilities, including certain liabilities arising under the Securities Act which might be incurred by them in such capacities and against which they cannot be indemnified by or on behalf of Qwest or Qwest Capital Funding.

ITEM 16. EXHIBITS.

        Reference is made to the Exhibit Index filed herewith at page II-7, such Exhibit Index being incorporated in this Item 16 by reference.

ITEM 17. UNDERTAKINGS.

(a)

The undersigned registrants hereby undertake:



(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:



(i)

To include any prospectus required by Section 10(a)(3) of the Securities Act, unless the information required to be included in such post-effective amendment is contained in periodic reports filed by the registrants pursuant to Section 13 or Section 15(d) of the Exchange Act and incorporated herein by reference;



(ii)

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement, unless the information required to be included in such post-effective amendment is contained in a periodic report filed by the registrants pursuant to Section 13 or Section 15(d) of the Exchange Act and incorporated herein by reference. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement;



(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2)

That, for the purpose of determining any liability under the Securities Act, each post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bone fide offering thereof.



(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

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(b)

Each of the registrants hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Qwest's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.



(h)

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrants pursuant to the foregoing provisions, or otherwise, the registrants have been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrants in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrants will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

        Pursuant to the requirements of the Securities Act, each registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on the 5^th day of February, 2002.

QWEST COMMUNICATIONS INTERNATIONAL INC.
By:	/s/  YASH A. RANA Yash A. Rana Vice President, Senior Associate General Counsel and Assistant Secretary

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Yash A. Rana, as his true and lawful attorney-in-fact and agent, with full power of substitution, for him in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated on the 5^th day of February, 2002.

	Title
* Philip F. Anschutz	Director, Chairman of the Board
Principal Executive Officer:
/s/  JOSEPH P. NACCHIO Joseph P. Nacchio	Director, Chairman and Chief Executive Officer
Principal Financial Officer and Accounting Officer:
/s/  ROBIN R. SZELIGA Robin R. Szeliga	Executive Vice President and Chief Financial Officer

II-4

Directors:
* Linda G. Alvarado	Director
* Craig R. Barrett	Director
* Hank Brown	Director
* Thomas J. Donohue	Director
* Jordan L. Haines	Director
* Cannon Y. Harvey	Director
Peter S. Hellman	Director
* Vinod Khosla	Director
* Marilyn C. Nelson	Director
* Frank Popoff	Director
* Craig D. Slater	Director
* W. Thomas Stephens	Director

*By:
/s/  YASH A. RANA Yash A. Rana
As Attorney-In-Fact

II-5

SIGNATURES

        Pursuant to the requirements of the Securities Act, each registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on the 5^th day of February, 2002.

QWEST CAPITAL FUNDING, INC.
By:	/s/  YASH A. RANA Yash A. Rana Vice President, Senior Associate General Counsel and Assistant Secretary

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Yash A. Rana, as his true and lawful attorney-in-fact and agent, with full power of substitution, for him in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated on the 5^th day of February, 2002.

	Title
Principal Executive Officer:
/s/  JOSEPH P. NACCHIO Joseph P. Nacchio	Chairman and Chief Executive Officer
Principal Financial Officer and Accounting Officer:
/s/  ROBIN R. SZELIGA Robin R. Szeliga	Executive Vice President & Chief Financial Officer
Directors:
/s/  DRAKE S. TEMPEST Drake S. Tempest	Director
/s/  ROBIN R. SZELIGA Robin R. Szeliga	Director

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EXHIBIT INDEX

Exhibit No.	Description
1.1*	Form of Underwriting Agreement with respect to Securities
3.1	Amended and Restated Certificate of Incorporation of Qwest (incorporated by reference from Exhibit 3.1 of Qwest's Registration Statement on Form S-1, filed June 17, 1997, File No. 333-25391)
3.2	Amended and Restated Bylaws of Qwest (incorporated by reference from Exhibit 3.2 of Qwest's Annual Report on Form 10-K for the year ended December 31, 2000)
4.1**	Indenture dated as of June 29, 1998, among Qwest Capital Funding, Qwest and Bank One Trust Company, National Association (formerly known as The First National Bank of Chicago), as trustee (incorporated by reference from Exhibit 4(a) to U S WEST, Inc.'s Form 8-K filed November 18, 1998, File No. 1-14087)
4.2	First Supplemental Indenture, dated as of June 30, 2000 (incorporated by reference from Qwest's quarterly report on Form 10-Q for the quarter ended June 30, 2000)
4.3	Second Supplemental Indenture, dated as of February 4, 2002
5.1	Opinion of O'Melveny & Myers LLP as to the legality of the Securities
12.1	Calculation of Ratio of Earnings to Fixed Charges
23.1	Consent of Arthur Andersen LLP
23.2	Consent of O'Melveny & Myers LLP (included in Exhibit 5.1)
24.1	Power of Attorney of Directors of Qwest (incorporated by reference from Exhibit 24-A of Qwest's Registration Statement on Form S-4, filed October 30, 2001)
24.2	Powers of Attorney (see pages II-4 and II-6)
25.1	Form T-1 Statement of Eligibility of Trustee under the Trust Indenture Act of 1939

*

To be filed by a post-effective amendment to the Registration Statement or incorporated by reference from a Current Report on Form 8-K.

**

The form or forms of debt securities with respect to each particular series of debt securities registered hereunder will be filed by a post-effective amendment to the Registration Statement or incorporated by reference from a Current Report on Form 8-K.

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EX-4.3

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EXHIBIT 4.3

SECOND SUPPLEMENTAL INDENTURE

        This SECOND SUPPLEMENTAL INDENTURE (the "Second Supplemental Indenture"), dated as of February 4, 2002, is entered into by and among Qwest Capital Funding, Inc., a Colorado corporation (the "Company"), Qwest Communications International Inc., a Delaware corporation (the "Guarantor"), and Bank One Trust Company, National Association, a national banking association, as Trustee (the "Trustee"). All capitalized terms not defined herein have the meanings assigned to them in the Indenture (as defined below).

RECITALS

        WHEREAS, predecessors in interest of the Company and the Guarantor have heretofore executed and delivered to the Trustee an Indenture, dated as of June 29, 1998 (as amended by the First Supplemental Indenture, dated as of June 30, 2000, the "Indenture"), providing for the issuance from time to time of its unsecured debentures, notes or other evidences of indebtedness (the "Securities"), to be issued in one or more series as provided in the Indenture;

        WHEREAS, pursuant to the First Supplemental Indenture, the Company and the Guarantor assumed all of the obligations, succeeded to all of the rights, and otherwise substituted themselves in place of their predecessors in interest under the Indenture;

        WHEREAS, Section 9.01(5) of the Indenture provides that, without the consent of any Securityholders, the Company, the Guarantor and the Trustee may enter into a supplemental indenture to add to or revise the conditions, limitations, and restrictions on the terms of the Securities;

        WHEREAS, the Guarantor has delivered, or caused to be delivered on its behalf, to the Trustee (i) an Officer's Certificate, and (ii) an Opinion of Counsel, in each case stating that, in the opinion of the signer, this Second Supplemental Indenture complies with the applicable provisions of Article 9 of the Indenture and that all conditions precedent provided for in the Indenture relating to the execution and delivery of this Second Supplemental Indenture have been complied with; and

        WHEREAS, all things necessary to make this Second Supplemental Indenture when executed by the parties hereto a valid and binding amendment of and supplement to the Indenture have been done and performed.

        NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:

        For and in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby mutually covenant and agree as follows:

        SECTION 1.    Amendments to Section 2.02 of the Indenture.

        (a)  Existing Subsection 2.02(a)(17) is hereby renumbered as Subsection 2.02(a)(21).

        (b)  Section 2.02 of the Indenture is hereby amended to include the following additional terms of any series of Securities which may be established by a Company Board Resolution, by one or more Officers of the Company pursuant to a Company Board Resolution, or by a supplemental indenture:

New Subsection 2.02(a)(17)

"whether, and the terms and conditions upon which, the Securities of the series may or must be converted into or exchanged for securities of the Company, the Guarantor or another enterprise"

New Subsection 2.02(a)(18)

"any terms applicable to Original Issue Discount, if any (as that term is defined in the Internal Revenue Code of 1986 and the Regulations thereunder) including the rate or rates at which such Original Issue Discount, if any, shall accrue"

New Subsection 2.02(a)(19)

"any addition to or change in the Events of Default which apply to any Series of Securities and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 6.02"

New Subsection 2.02(a)(20)

"any addition to or change in the covenants set forth in Article 4 which apply to any Series of Securities"

        (c)  Subsection 2.02(a)(16) is hereby amended in its entirety to read as follows: "if the amount of payments of principal or interest on the Series of Securities may be determined with reference to an index, formula or other method, or based on a coin or currency other than that in which the Securities are stated to be payable, the manner in which such amounts shall be determined and the calculation agent, if any with respect thereto".

        SECTION 2.    Separability.    In case any provision in this Second Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

        SECTION 3.    No Third Party Benefit.    Nothing in this Second Supplemental Indenture, express or implied, shall give to any Person, other than the parties hereto and their successors under the Indenture, and the Securityholders of the Securities, any benefit or any legal or equitable right, remedy or claim under the Indenture, as amended by this Second Supplemental Indenture.

        SECTION 4.    Continuance of Indenture: Effectiveness.    This Second Supplemental Indenture supplements the Indenture and shall be a part of and subject to all the terms thereof. The Indenture, as supplemented by this Second Supplemental Indenture, shall continue in full force and effect. This Second Supplemental Indenture shall become effective immediately upon execution hereof.

        SECTION 5.    Governing Law.    This Second Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.

        SECTION 6.    Counterparts.    This Second Supplemental Indenture may be executed in any number of counterparts, each of which so executed will be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

        IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed, and their respective corporate seals to be hereunto affixed and attested, all as of the day and year first above written.

		QWEST CAPITAL FUNDING, INC.
		By:	/s/ YASH A. RANA
		Name:	Yash A. Rana
		Title:	Vice President, Senior Associate General Counsel and Assistant Secretary
Attest:	/s/ DRAKE S. TEMPEST
Name:	Drake S. Tempest
Title:	Executive Vice President, General Counsel, Chief Administrative Officer and Secretary
		QWEST COMMUNICATIONS INTERNATIONAL INC.
		By:	/s/ YASH A. RANA
		Name:	Yash A. Rana
		Title:	Vice President, Senior Associate General Counsel and Assistant Secretary
Attest:
	/s/ DRAKE S. TEMPEST
Name:	Drake S. Tempest
Title:	Executive Vice President, General Counsel, Chief Administrative Officer and Secretary
		BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION
		By:	/s/ CHRISTOPHER HOLLY
		Name:	Christopher Holly
		Title:	Vice President
Attest:	/s/ STEVE WAGNER
Name:	Steve Wagner
Title:	First Vice President

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EXHIBIT 4.3

SECOND SUPPLEMENTAL INDENTURE

EX-5.1

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EXHIBIT 5.1

[O'Melveny & Meyers LLP Letterhead]

February 5, 2002

Qwest Communications International Inc.
1801 California Street
Denver, Colorado 80202

Re:    Registration Statement on Form S-3 Filed February 5, 2002

Ladies and Gentlemen:

        We have acted as special counsel to Qwest Communications International Inc., a Delaware corporation ("QCI") and Qwest Capital Funding, Inc., a Colorado corporation ("QCF" and with QCI, the "Companies"), in connection with the preparation of the Registration Statement on Form S-3 (the "Registration Statement") filed with the Securities and Exchange Commission (the "Commission") by the Companies on February 5, 2002 under the Securities Act of 1933, as amended (the "Securities Act"). The Registration Statement relates to the issuance and sale from time to time, pursuant to Rule 415 of the General Rules and Regulations of the Commission promulgated under the Securities Act, of the following securities of the Companies with an aggregate initial public offering price of up to $2,500,000,000 or the equivalent thereof in one or more foreign currencies or composite currencies: (i) common stock, par value $0.01 per share, of QCI (the "Common Stock"); (ii) one or more series of debt securities of QCF (the "Debt Securities"), consisting of debentures, notes and/or other evidence of indebtedness (the "Debt Securities") to certain other obligations of QCF; (iii) purchase contracts obligating holders to purchase Securities at a future date or dates (the "Purchase Contracts"); (iv) guarantees by QCI of the Debt Securities (each, a "Guarantee," and collectively, the "Guarantees") and (v) purchase units comprised of one or more Securities in any combination (the "Units," and with the Common Stock, Debt Securities, Purchase Contracts and Guarantees, the "Securities").

        The Debt Securities will be issued under a debt securities indenture dated as of June 29, 1998 filed as an exhibit to the Registration Statement, as it has been amended or supplemented from time to time (the "Indenture"), between QCF, QCI as Guarantor and Bank One Trust Company, National Assoication as Trustee. Each Guarantee will be issued as provided in the Indenture. The Purchase Contracts will be issued under a purchase contract agreement in a form that will be filed as an exhibit to a post-effective amendment to the Registration Statement or incorporated by reference therein (a "Purchase Contract Agreement"). The Units will be issued under a unit agreement in a form that will be filed as an exhibit to a post-effective amendment to the Registration Statement or incorporated by reference therein (a "Unit Agreement").

        This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated under the Securities Act.

        In our capacity as such counsel, we have examined originals or copies of those corporate and other records and documents we considered appropriate, including the following:

(i)	the Registration Statement;
(ii)	the Indenture;
(iii)	the Certificate of Incorporation of QCI, as presently in effect (the "Certificate of Incorporation");
(iv)	the Articles of Incorporation of QCF, as presently in effect (the "Articles of Incorporation"); and
(v)	the Bylaws of QCI and of QCF, as presently in effect (collectively, the "Bylaws").

        We have obtained and relied upon those certificates of public officials as we considered appropriate.

        We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with originals of all documents submitted to us as copies. To the extent that the Company's obligations will depend on the enforceability of a document against other parties to such document, we have assumed that such document is enforceable against such other parties.

        On the basis of such examination, our reliance upon the assumptions in this opinion and our consideration of those questions of law we considered relevant, and subject to the limitations and qualifications in this opinion, we are of the opinion that:

        1.    With respect to the shares of Common Stock (the "Offered Common Stock"), when (i) the Board of Directors, including any appropriate committee appointed thereby (the "Board"), of QCI and officers of QCI have taken all necessary corporate action to authorize the issuance and sale of the Offered Common Stock; (ii) either (a) certificates representing the shares of the Offered Common Stock in the form of the specimen certificates examined by us have been manually signed by an authorized officer of the transfer agent and registrar for the Common Stock and registered by such transfer agent and registrar and delivered to the purchasers thereof or (b) the book entry of the Offered Common Stock by the transfer agent for the Common Stock in the name of Depository Trust Company or its nominee; and (iii) QCI receives consideration per share of the Offered Common Stock in such an amount (not less than the par value per share) as may be determined by the Board of QCI in the form of cash, services rendered, personal property, real property, leases of real property, or a combination thereof, the Offered Common Stock (including any Offered Common Stock duly issued upon conversion, exchange or exercise of any other Securities) will be validly issued, fully paid and nonassessable.

        2.    With respect to any series of Debt Securities offered under the Indenture (the "Offered Debt Securities"), when (i) the Board of QCF and officers of QCF have taken all necessary corporate action to fix and determine the terms of the Offered Debt Securities; (ii) the terms of the Offered Debt Securities and of their issuance and sale have been duly established in conformity with the Indenture; (iii) the Indenture has been duly executed and delivered; (iv) either (a) the Offered Debt Securities have been duly executed and authenticated in accordance with the terms of the Indenture and duly delivered to the purchasers thereof or (b) the book entry of the Offered Debt Securities by the trustee in the name of Depository Trust Company or its nominee; and (v) QCF receives the agreed-upon consideration therefor, the Offered Debt Securities (including any Offered Debt Securities duly issued upon conversion, exchange or exercise of any other Securities) will constitute valid and binding obligations of QCF enforceable against QCF in accordance with their terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to creditors' rights generally (including, without limitation, fraudulent conveyance laws), and by general principles of equity including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief, regardless of whether considered in a proceeding in equity or at law.

        3.    With respect to any offering of any Guarantees related to the Debt Securities (the "Offered Guarantees"), when (i) the Board of QCI and officers of QCI have taken all necessary corporate action to fix and determine the terms of the Offered Guarantees; (ii) the terms of the Offered Guarantees and of their issuance and sale have been duly established in conformity with the Indenture; (iii) the Indenture has been duly executed and delivered; (iv) either (a) the Offered Guarantees have been duly executed and authenticated in accordance with the terms of the applicable guarantee set forth in the Indenture and duly delivered to the purchasers thereof or (b) the book entry of the Offered Guarantees by the trustee in the name of Depository Trust Company or its nominee; and (v) the applicable Company receives the agreed-upon consideration therefor, the Offered Guarantees will constitute valid and binding obligations of QCI enforceable against QCI in accordance with their terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating

to creditors' rights generally (including, without limitation, fraudulent conveyance laws), and by general principles of equity including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief, regardless of whether considered in a proceeding in equity or at law.

        4.    With respect to any offering of Purchase Contracts (the "Offered Purchase Contracts"), when (i) the Board of the applicable Company and its officers have taken all necessary corporate action to fix and determine the terms of the Offered Purchase Contracts; (ii) the terms of the Offered Purchase Contracts and of their issuance and sale have been duly established in conformity with the applicable Purchase Contract Agreement; (iii) the applicable Purchase Contract Agreement has been duly executed and delivered; (iv) either (a) the Offered Purchase Contracts have been duly executed and authenticated in accordance with the terms of the applicable Purchase Contract Agreement and duly delivered to the purchasers thereof or (b) the book entry of the Offered Purchase Contracts by the transfer agent for the Purchase Contracts in the name of Depository Trust Company or its nominee; and (v) the applicable Company receives the agreed-upon consideration therefor, the Offered Purchase Contracts will constitute valid and binding obligations of the applicable Company enforceable against the applicable Company in accordance with their terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to creditors' rights generally (including, without limitation, fraudulent conveyance laws), and by general principles of equity including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief, regardless of whether considered in a proceeding in equity or at law.

        5.    With respect to any offering of any series of Units (the "Offered Units"), when (i) the Board of the applicable Company and its officers have taken all necessary corporate action to fix and determine the terms of the Offered Units, and the Securities constituting part thereof; (ii) the terms of the Offered Units, and the Securities constituting part thereof, and of their issuance and sale have been duly established in conformity with the applicable Unit Agreement; (iii) the applicable Unit Agreement has been duly executed and delivered; (iv) either (a) the Offered Units have been duly executed and authenticated in accordance with the terms of the applicable Unit Agreement and duly delivered to the purchasers thereof or (b) the book entry of the Offered Units by the transfer agent for the Units in the name of Depository Trust Company or its nominee; and (v) the applicable Company receives the agreed-upon consideration therefor, the Offered Units will constitute valid and binding obligations of the applicable Company enforceable against the applicable Company in accordance with their terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to creditors' rights generally (including, without limitation, fraudulent conveyance laws), and by general principles of equity including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief, regardless of whether considered in a proceeding in equity or at law.

        The opinions set forth herein are subject to the following assumptions, qualifications, limitations and exceptions being true and correct at or prior to the time of the delivery of any Securities: (i) the terms of the issuance and sale of the Securities have been duly established in conformity with the Certificate of Incorporation, the Articles of Incorporation, the Bylaws, and any other applicable agreement so as not to violate any applicable law, the Certificate of Incorporation, the Articles of Incorporation, or the Bylaws (subject to the further assumption that the Certificate of Incorporation, the Articles of Incorporation and the Bylaws have not been amended from the date hereof in a manner that would affect the validity of any of the opinions rendered herein), or result in a default under or breach of any agreement or instrument binding upon the applicable Company and so as to comply with any restriction imposed by any court or governmental body having jurisdiction over the applicable Company; (ii) the Registration Statement, as finally amended (including any necessary post-effective amendments) and any additional registration statement filed under Rule 462 will have been declared effective under the Securities Act, and such effectiveness shall not have been terminated or rescinded; (iii) an appropriate Prospectus Supplement will have been prepared, delivered and filed in compliance with the Securities Act and the applicable rules and regulations thereunder describing the Securities;

(iv) the Securities will be issued and sold in compliance with applicable Federal and state securities laws and solely in the manner stated in the Registration Statement and the applicable Prospectus Supplement, and there will not have occurred any change in law affecting the validity of the opinions rendered herein; (v) if the Securities will be sold pursuant to a firm commitment underwritten offering, the underwriting agreement with respect to the Securities in the form that will be filed as an exhibit to a post-effective amendment to the Registration Statement or incorporated by reference therein has been duly authorized, executed and delivered by the applicable Company and the other parties thereto; and (vi) in the case of the Indenture, Purchase Contract Agreement, Unit Agreement, Certificate of Designation, or other agreement or instrument pursuant to which any Securities are to be issued, there shall be no terms or provisions contained therein that would affect the validity of any of the opinions rendered herein.

        Notwithstanding the foregoing, the opinions expressed above with respect to the Offered Debt Securities shall be deemed not to address the application of the Commodity Exchange Act, as amended, or the rules, regulations or interpretations of the Commodity Futures Trading Commission to the Offered Debt Securities the payment or interest on which will be determined by reference to one or more currency exchange rates, commodity prices, equity indices or other factors.

        We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. We also consent to the reference to our firm under the caption "Legal Matters" in the Registration Statement.

Respectfully submitted,

/s/  O'MELVENY & MYERS LLP O'Melveny & Myers LLP

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EXHIBIT 5.1

EX-12.1

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EXHIBIT 12.1

QWEST COMMUNICATIONS INTERNATIONAL INC.
RATIO OF EARNINGS TO FIXED CHARGES(1)
(Dollars in millions)

		Year Ended December 31,										Nine Months Ended September 30,
		1996		1997		1998		1999		2000		2000		2001(2)
Income before income taxes, extraordinary item and cumulative effect of change in accounting principle		$	2,377	$	2,429	$	2,419	$	1,902	$	126	$	196	$	(3,090	)
Interest expense (net of amounts capitalized)			448		405		543		736		1,041		732		1,061
Interest factor on rentals (1/3)			79		91		70		92		137		110		102
	Subtotal earnings		2,904		2,925		3,032		2,730		1,304		1,038		(1,927	)
Add: Losses from equity method affiliates			—		—		—		—		41		16		3,116
Total earnings		$	2,904	$	2,925	$	3,032	$	2,730	$	1,345	$	1,054	$	1,189
Gross interest expense		$	479	$	425	$	568	$	763	$	1,145	$	800	$	1,210
Interest factor on rentals (1/3)			79		91		70		92		137		110		102
Fixed charges		$	558	$	516	$	638	$	855	$	1,282	$	910	$	1,312
Ratio of earnings to fixed charges or (coverage deficiency)			5.20		5.67		4.75		3.19		1.05		1.16	$	(123	)

Note (1):
"Earnings" is computed by adding income before income taxes, extraordinary items and cumulative effect of change in accounting principle and fixed charges. Also included in earnings is the add-back of Qwest's share of losses in its equity method affiliates. "Fixed charges" consist of interest on indebtedness and the portion of rentals representative of the interest factor.

Note (2):
For the nine months ended September 30, 2001, the ratio of earnings to fixed charges was calculated as a negative ratio. As a result, disclosed above is the calculation of the coverage deficiency. For the purposes of this calculation we have included the impact of the $3.048 billion write-down of the investment on KPNQwest that occurred during the second quarter of 2001, as an add-back of Qwest's share of losses in its equity method affiliates.

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EXHIBIT 12.1

QWEST COMMUNICATIONS INTERNATIONAL INC. RATIO OF EARNINGS TO FIXED CHARGES(1) (Dollars in millions)

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

        As independent public accountants, we hereby consent to the incorporation by reference in this Qwest Communications International Inc. Registration Statement on Form S-3 of our report dated January 24, 2001, on the consolidated balance sheets of Qwest Communications International Inc. (the "Company") as of December 31, 2000 and 1999, and the related consolidated statements of operations, stockholders' equity and cash flows for each of the three years in the period ended December 31, 2000, incorporated by reference in the Company's Annual Report on Form 10-K dated March 16, 2001 (as amended by the Company's Form 10-K/A dated August 20, 2001) and to all references to our firm included in this Registration Statement.

/s/ ARTHUR ANDERSEN LLP

Denver, Colorado,
February 5, 2002.

EX-25.1

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EXHIBIT 25.1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY

OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)

BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)

A National Banking Association	31-0838515
	(I.R.S. employer identification number)
100 East Broad Street, Columbus, Ohio	43271-0181
(Address of principal executive offices)	(Zip Code)

Bank One Trust Company, National Association
100 East Broad Street
Columbus, Ohio 43271-0181
Attn: Christopher Holly (312) 732-1643
(Name, address and telephone number of agent for service)

Qwest Capital Funding, Inc.
(Exact name of obligor as specified in its charter)

Colorado	84-1028672
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification number)
1801 California Street Denver, Colorado	80202
(Address of principal executive offices)	(Zip Code)

Qwest Communications International Inc.
(Exact name of obligor as specified in its charter)

Colorado	84-1339282
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification number)
1801 California Street Denver, Colorado	80202
(Address of principal executive offices)	(Zip Code)

Debt Securities
(Title of Indenture Securities)

Item 1. General Information. Furnish the following information as to the trustee:

(a)

Name and address of each examining or supervising authority to which it is subject.

Comptroller of Currency, Washington, D.C.; Federal Deposit Insurance Corporation, Washington, D.C.; The Board of Governors of the Federal Reserve System, Washington D.C.

(b)

Whether it is authorized to exercise corporate trust powers.

The trustee is authorized to exercise corporate trust powers.

Item 2. Affiliations With the Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation.

        No such affiliation exists with the trustee.

Item 16. List of exhibits. List below all exhibits filed as a part of this Statement of Eligibility.

1.

A copy of the articles of association of the trustee now in effect.



2.

A copy of the certificate of authority of the trustee to commence business.



3.

A copy of the authorization of the trustee to exercise corporate trust powers.



4.

A copy of the existing by-laws of the trustee.



5.

Not Applicable.



6.

The consent of the trustee required by Section 321(b) of the Act.



7.

A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.



8.

Not Applicable.



9.

Not Applicable.

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Bank One Trust Company, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Chicago and State of Illinois, on the 4th day of February, 2002.

BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION, TRUSTEE
By:	/s/  CHRISTOPHER HOLLY Vice President

EXHIBIT 1

A COPY OF THE ARTICLES OF ASSOCIATION OF THE
TRUSTEE NOW IN EFFECT

AMENDED AND RESTATED
ARTICLES OF ASSOCIATION
of
BANK ONE TRUST COMPANY, National Association

        FIRST.    The title of this Association shall be BANK ONE TRUST COMPANY, National Association.

        SECOND.    The main office of the Association shall be in the City of Columbus, County of Franklin, State of Ohio.

        The business of the Association will be limited to the fiduciary powers and the support of activities incidental to the exercise of those powers. The Association will not expand or alter its business beyond that stated in this article without the prior approval of the Comptroller of the Currency.

        THIRD.    The Board of Directors of this Association shall consist of not less than five nor more than twenty-five persons, the exact number to be fixed and determined from time to time by resolution of a majority of the full Board of Directors or by resolution of a majority of the shareholders at any annual or special meeting thereof. Each director shall own common or preferred stock of the Association, or of a holding company owning the Association, with an aggregate par, fair market or equity value of not less than $1,000, as of either (i) the date of purchase, (ii) the date the person became a director, or (iii) the date of that person's most recent election to the Board of Directors, whichever is more recent. Any combination of common or preferred stock of the Association or holding company may be used.

        Any vacancy in the Board of Directors may be filled by action of a majority of the remaining directors between meetings of shareholders. The Board of Directors may not increase the number of directors between meetings of shareholders to a number which: (1) exceeds by more than two the number of directors last elected by shareholders where the number was 15 or less; or (2) exceeds by more than four the number of directors last elected by shareholders where the number was 16 or more, but in no event shall the number of directors exceed 25.

        Terms of directors, including directors selected to fill vacancies, shall expire at the next regular meeting of shareholders at which directors are elected, unless the directors resign or are removed from office.

        Despite the expiration of a director's term, the director shall continue to serve until his or her successor is elected and qualifies or until there is a decrease in the number of directors and his or her position is eliminated.

        Honorary or advisory members of the Board of Directors, without voting power or power of final decision in matters concerning the business of the Association, may be appointed by resolution of a majority of the full Board of Directors, or by resolution of shareholders at any annual or special meeting. Honorary or advisory directors shall not be counted to determine the number of directors of the Association or the presence of a quorum in connection with any board action, and shall not be required to own qualifying shares.

        FOURTH.    There shall be an annual meeting of the shareholders to elect directors and transact whatever other business may be brought before the meeting. It shall be held at the main office or any other convenient place the Board of Directors may designate, on the day of each year specified therefor in the Bylaws or, if that day falls on a legal holiday in the state in which the Association is

located, on the next following banking day. If no election is held on the day fixed or in the event of a legal holiday on the following banking day, an election may be held on any subsequent day within 60 days of the day fixed, to be designated by the Board of Directors or, if the directors fail to fix the day, by shareholders representing two-thirds of the shares issued and outstanding. In all cases at least 10 days advance notice of the meeting shall be given to the shareholders by first class mail.

        In all elections of directors, the number of votes each common shareholder may cast will be determined by multiplying the number of shares such shareholder owns by the number of directors to be elected. Those votes may be cumulated and cast for a single candidate or may be distributed among two or more candidates in the manner selected by the shareholder. On all other questions, each common shareholder shall be entitled to one vote for each share of stock held by such shareholder. If the issuance of preferred stock with voting rights has been authorized by a vote of shareholders owning a majority of the common stock of the association, preferred shareholders will have cumulative voting rights and will be included within the same class as common shareholders, for purposes of elections of directors.

        A director may resign at any time by delivering written notice to the Board of Directors, its chairperson, or to the Association, which resignation shall be effective when the notice is delivered unless the notice specifies a later effective date.

        A director may be removed by shareholders at a meeting called to remove him or her, when notice of the meeting stating that the purpose or one of the purposes is to remove him or her is provided, if there is a failure to fulfill one of the affirmative requirements for qualification, or for cause, provided, however, that a director may not be removed if the number of votes sufficient to elect him or her under cumulative voting is voted against his or her removal.

        FIFTH.    The authorized amount of capital stock of this Association shall be eighty thousand shares of common stock of the par value of ten dollars ($10.00) each; but said capital stock may be increased or decreased from time to time, according to the provisions of the laws of the United States.

        No holder of shares of the capital stock of any class of the Association shall have any preemptive or preferential right of subscription to any shares of any class of stock of the Association, whether now or hereafter authorized, or to any obligations convertible into stock of the Association, issued or sold, nor any right of subscription to any thereof other than such, if any, as the Board of Directors, in its discretion, may from time to time determine and at such price as the Board of Directors may from time to time fix. Unless otherwise specified in the Articles of Association or required by law, (1) all matters requiring shareholder action, including amendments to the Articles of Association, must be approved by shareholders owning a majority voting interest in the outstanding voting stock, and (2) each shareholder shall be entitled to one vote per share.

        Unless otherwise specified in the Articles of Association or required by law, all shares of voting stock shall be voted together as a class on any matters requiring shareholder approval. If a proposed amendment would affect two or more classes or series in the same or a substantially similar way, all the classes or series so affected must vote together as a single voting group on the proposed amendment.

        Shares of the same class or series may be issued as a dividend on a pro rata basis and without consideration. Shares of another class or series may be issued as share dividends in respect of a class or series of stock if approved by a majority of the votes entitled to be cast by the class or series to be issued unless there are no outstanding shares of the class or series to be issued. Unless otherwise provided by the Board of Directors, the record date for determining shareholders entitled to a share dividend shall be the date the Board of Directors authorizes the share dividend.

        Unless otherwise provided in the Bylaws, the record date for determining shareholders entitled to notice of and to vote at any meeting is the close of business on the day before the first notice is mailed

or otherwise sent to the shareholders, provided that in no event may a record date be more than 70 days before the meeting.

        If a shareholder is entitled to fractional shares pursuant to preemptive rights, a stock dividend, consolidation or merger, reverse stock split or otherwise, the Association may: (a) issue fractional shares or; (b) in lieu of the issuance of fractional shares, issue script or warrants entitling the holder to receive a full share upon surrendering enough script or warrants to equal a full share; (c) if there is an established and active market in the Association's stock, make reasonable arrangements to provide the shareholder with an opportunity to realize a fair price through sale of the fraction, or purchase of the additional fraction required for a full share; (d) remit the cash equivalent of the fraction to the shareholder; or (e) sell full shares representing all the fractions at public auction or to the highest bidder after having solicited and received sealed bids from at least three licensed stock brokers, and distribute the proceeds pro rata to shareholders who otherwise would be entitled to the fractional shares. The holder of a fractional share is entitled to exercise the rights for shareholder, including the right to vote, to receive dividends, and to participate in the assets of the Association upon liquidation, in proportion to the fractional interest. The holder of script or warrants is not entitled to any of these rights unless the script or warrants explicitly provide for such rights. The script or warrants may be subject to such additional conditions as: (1) that the script or warrants will become void if not exchanged for full shares before a specified date; and (2) that the shares for which the script or warrants are exchangeable may be sold at the option of the Association and the proceeds paid to scriptholders.

        The Association, at any time and from time to time, may authorize and issue debt obligations, whether or not subordinated, without the approval of the shareholders. Obligations classified as debt, whether or not subordinated, which may be issued by the Association without the approval of shareholders, do not carry voting rights on any issue, including an increase or decrease in the aggregate number of the securities, or the exchange or reclassification of all or part of securities into securities of another class or series.

        SIXTH.    The Board of Directors shall appoint one of its members president of this Association, and one of its members chairperson of the board and shall have the power to appoint one or more vice presidents, a secretary who shall keep minutes of the directors' and shareholders' meetings and be responsible for authenticating the records of the Association, and such other officers and employees as may be required to transact the business of this Association. A duly appointed officer may appoint one or more officers or assistant officers if authorized by the Board of Directors in accordance with the Bylaws. The Board of Directors shall have the power to:

(1)

Define the duties of the officers, employees, and agents of the Association.

(2)

Delegate the performance of its duties, but not the responsibility for its duties, to the officers, employees, and agents of the Association.

(3)

Fix the compensation and enter into employment contracts with its officers and employees upon reasonable terms and conditions consistent with applicable law.

(4)

Dismiss officers and employees.

(5)

Require bonds from officers and employees and to fix the penalty thereof.

(6)

Ratify written policies authorized by the Association's management or committees of the board.

(7)

Regulate the manner in which any increase or decrease of the capital of the Association shall be made, provided that nothing herein shall restrict the power of shareholders to increase or decrease the capital of the association in accordance with law, and nothing shall raise or lower from two-thirds the percentage for shareholder approval to increase or reduce the capital.

(8)

Manage and administer the business and affairs of the Association.

(9)

Adopt initial Bylaws, not inconsistent with law or the Articles of Association, for managing the business and regulating the affairs of the Association.

(10)

Amend or repeal Bylaws, except to the extent that the Articles of Association reserve this power in whole or in part to shareholders.

(11)

Make contracts.

(12)

Generally perform all acts that are legal for a Board of Directors to perform.

        SEVENTH.    The Board of Directors shall have the power to change the location of the main office of this Association to any other place within the limits of the City of Columbus, State of Ohio, without the approval of the shareholders; and shall have the power to change the location of the main office of this Association to any other place outside the limits of the City of Columbus, State of Ohio, but not more than thirty miles beyond such limits, with the affirmative vote of shareholders owning two-thirds of the stock of the Association, subject to receipt of a certificate of approval from the Comptroller of the Currency. The Board of Directors shall have the power to establish or change the location of any branch or branches of the Association to any other location permitted under applicable law without the approval of the shareholders, subject to approval by the Office of the Comptroller of the Currency. The Board of Directors shall have the power to establish or change the location of any nonbranch office or facility of the Association without the approval of the shareholders.

        EIGHTH.    The corporate existence of this Association shall continue until termination according to the laws of the United States.

        NINTH.    The Board of Directors of this Association, or any shareholders owning, in the aggregate, not less than 20 percent of the stock of this Association, may call a special meeting of shareholders at any time. Unless otherwise provided by the Bylaws or the laws of the United States, or waived by shareholders, a notice of the time, place, and purpose of every annual and special meeting of the shareholders shall be given by first-class mail, postage prepaid, mailed at least 10, and no more than 60, days prior to the date of the meeting to each shareholder of record at his/her address as shown upon the books of this Association. Unless otherwise provided by the Bylaws, any action requiring approval of shareholders must be effected at a duly called annual or special meeting.

        TENTH.    The Association shall provide indemnification as set forth below:

        Every person who is or was a Director, officer or employee of the Association or of any other corporation which he served as a Director, officer or employee at the request of the Association as part of his regularly assigned duties may be indemnified by the Association in accordance with the provisions of this Article against all liability (including, without limitation, judgments, fines, penalties, and settlements) and all reasonable expenses (including, without limitation, attorneys' fees and investigative expenses) that may be incurred or paid by him in connection with any claim, action, suit or proceeding, whether civil, criminal or administrative (all referred to hereafter in this Article as "Claims") or in connection with any appeal relating thereto in which he may become involved as a party or otherwise or with which he may be threatened by reason of his being or having been a Director, officer or employee of the Association or such other corporation, or by reason of any action taken or omitted by him in his capacity as such Director, officer or employee, whether or not he continues to be such at the time such liability or expenses are incurred; provided that nothing contained in this Article shall be construed to permit indemnification of any such person who is adjudged guilty of, or liable for, willful misconduct, gross neglect of duty or criminal acts, unless, at the time such indemnification is sought, such indemnification in such instance is permissible under applicable law and regulations, including published rulings of the Comptroller of the Currency or other appropriate supervisory or regulatory authority; and provided further that there shall be no indemnification of

Directors, officers, or employees against expenses, penalties, or other payments incurred in an administrative proceeding or action instituted by an appropriate regulatory agency which proceeding or action results in a final order assessing civil money penalties or requiring affirmative action by an individual or individuals in the form of payments to the Association.

        Every person who may be indemnified under the provisions of this Article and who has been wholly successful on the merits with respect to any Claim shall be entitled to indemnification as of right. Except as provided in the preceding sentence, any indemnification under this Article shall be at the sole discretion of the Board of Directors and shall be made only if the Board of Directors or the Executive Committee acting by a quorum consisting of Directors who are not parties to such Claim shall find or if independent legal counsel (who may be the regular counsel of the Association) selected by the Board of Directors or Executive Committee whether or not a disinterested quorum exists shall render their opinion that in view of all of the circumstances then surrounding the Claim, such indemnification is equitable and in the best interests of the Association. Among the circumstances to be taken into consideration in arriving at such a finding or opinion is the existence or non-existence of a contract of insurance or indemnity under which the Association would be wholly or partially reimbursed for such indemnification, but the existence or non-existence of such insurance is not the sole circumstance to be considered nor shall it be wholly determinative of whether such indemnification shall be made. In addition to such finding or opinion, no indemnification under this Article shall be made unless the Board of Directors or the Executive Committee acting by a quorum consisting of Directors who are not parties to such Claim shall find or if independent legal counsel (who may be the regular counsel of the Association) selected by the Board of Directors or Executive Committee whether or not a disinterested quorum exists shall render their opinion that the Directors, officer or employee acted in good faith in what he reasonably believed to be the best interests of the Association or such other corporation and further in the case of any criminal action or proceeding, that the Director, officer or employee reasonably believed his conduct to be lawful. Determination of any Claim by judgment adverse to a Director, officer or employee by settlement with or without Court approval or conviction upon a plea of guilty or of nolo contendere or its equivalent shall not create a presumption that a Director, officer or employee failed to meet the standards of conduct set forth in this Article. Expenses incurred with respect to any Claim may be advanced by the Association prior to the final disposition thereof upon receipt of an undertaking satisfactory to the Association by or on behalf of the recipient to repay such amount unless it is ultimately determined that he is entitled to indemnification under this Article.

        The rights of indemnification provided in this Article shall be in addition to any rights to which any Director, officer or employee may otherwise be entitled by contract or as a matter of law. Every person who shall act as a Director, officer or employee of this Association shall be conclusively presumed to be doing so in reliance upon the right of indemnification provided for in this Article.

ELEVENTH. These Articles of Association may be amended at any regular or special meeting of the shareholders by the affirmative vote of the holders of a majority of the stock of this Association, unless the vote of the holders of a greater amount of stock is required by law, and in that case by the vote of the holders of such greater amount. The Association's Board of Directors may propose one or more amendments to the Articles of Association for submission to the shareholders.

EXHIBIT 2

A COPY OF THE CERTIFICATE OF AUTHORITY OF THE
TRUSTEE TO COMMENCE BUSINESS

CERTIFICATE

I, John D. Hawke, Jr., Comptroller of the Currency, do hereby certify that:

1.

The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq., as amended, 12 U.S.C. 1, et seq., as amended, has possession, custody and control of all records pertaining to the chartering of all National Banking Associations.

2.

"Bank One Trust Company, National Association," Columbus, Ohio, (Charter No. 16235) is a National Banking Association formed under the laws of the United States and is authorized thereunder to transact the business of banking on the date of this Certificate.

IN TESTIMONY WHEREOF, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the Treasury Department in the City of Washington and District of Columbia, this 19th day of April, 2000.

/s/  JOHN D. HAWKE, JR. Comptroller of the Currency

EXHIBIT 3

A COPY OF THE AUTHORIZATION OF THE TRUSTEE
TO EXERCISE CORPORATE TRUST POWERS

CERTIFICATE

I, John D. Hawke, Jr., Comptroller of the Currency, do hereby certify that:

1.

The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq., as amended, 12 U.S.C. 1, et seq., as amended, has possession, custody and control of all records pertaining to the chartering of all National Banking Associations.

2.

"Bank One Trust Company, National Association," Columbus, Ohio, (Charter No. 16235) was granted, under the hand and seal of the Comptroller, the right to act in all fiduciary capacities authorized under the provisions of the Act of Congress approved September 28, 1962, 76 Stat. 668, 12 U.S.C. 92a, and that the authority so granted remains in full force and effect on the date of this Certificate.

IN TESTIMONY WHEREOF, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the Treasury Department in the City of Washington and District of Columbia, this 19th day of April, 2000.

/s/  JOHN D. HAWKE, JR. Comptroller of the Currency

EXHIBIT 4

A COPY OF THE EXISTING BY-LAWS OF THE TRUSTEE

BANK ONE TRUST COMPANY, National Association
BY-LAWS

ARTICLE I

MEETINGS OF SHAREHOLDERS

        SECTION 1.01. ANNUAL MEETING. The regular annual meeting of the shareholders of the Bank for the election of Directors and for the transaction of such business as may properly come before the meeting shall be held at its main office, or other convenient place duly authorized by the Board of Directors, on the same day upon which any regular or special Board meeting is held from and including the first Monday of January to, and including, the fourth Monday of February of each year, or on the next succeeding banking day, if the day fixed falls on a legal holiday. If from any cause, an election of Directors is not made on the day fixed for the regular meeting of the shareholders or, in the event of a legal holiday, on the next succeeding banking day, the Board of Directors shall order the election to be held on some subsequent day, as soon thereafter as practicable, according to the provisions of law; and notice thereof shall be given in the manner herein provided for the annual meeting. Notice of such annual meeting shall be given by or under the direction of the Secretary, or such other officer as may be designated by the Chief Executive Officer, by first-class mail, postage prepaid, to all shareholders of record of the Bank at their respective addresses as shown upon the books of the Bank mailed not less than ten days prior to the date fixed for such meeting.

        SECTION 1.02. SPECIAL MEETINGS. A special meeting of the shareholders of the Bank may be called at any time by the Board of Directors or by any three or more shareholders owning, in the aggregate, not less than ten percent of the stock of the Bank. Notice of any special meeting of the shareholders called by the Board of Directors, stating the time, place and purpose of the meeting, shall be given by or under the direction of the Secretary, or such other officer as is designated by the Chief Executive Officer, by first-class mail, postage prepaid, to all shareholders of record of the Bank at their respective addresses as shown upon the books of the Bank mailed not less than ten days prior to the date fixed for such meeting. Any special meeting of shareholders shall be conducted and its proceedings recorded in the manner prescribed in these By-Laws for annual meetings of shareholders.

        SECTION 1.03. SECRETARY OF MEETING OF SHAREHOLDERS. The Board of Directors may designate a person to be the secretary of the meeting of shareholders. In the absence of a presiding officer, as designated by these By-Laws, the Board of Directors may designate a person to act as the presiding officer. In the event the Board of Directors fails to designate a person to preside at a meeting of shareholders and a secretary of such meeting, the shareholders present or represented shall elect a person to preside and a person to serve as secretary of the meeting. The secretary of the meeting of shareholders shall cause the returns made by the judges of election and other proceedings to be recorded in the minute books of the Bank. The presiding officer shall notify the Directors-elect of their election and to meet forthwith for the organization of the new Board of Directors. The minutes of the meeting shall be signed by the presiding officer and the secretary designated for the meeting.

        SECTION 1.04. JUDGES OF ELECTION. The Board of Directors may appoint as many as three shareholders to be judges of the election, who shall hold and conduct the same, and who shall, after the election has been held, notify, in writing over their signatures, the secretary of the meeting of shareholders of the result thereof and the names of the Directors elected; provided, however, that upon failure for any reason of any judge or judges of election, so appointed by the Directors, to serve, the presiding officer of the meeting shall appoint other shareholders or their proxies to fill the vacancies. The judges of election, at the request of the chairman of the meeting, shall act as tellers of any other

vote by ballot taken at such meeting, and shall notify, in writing over their signature, the secretary of the Board of Directors of the result thereof.

        SECTION 1.05. PROXIES. In all elections of Directors, each shareholder of record, who is qualified to vote under the provisions of Federal Law, shall have the right to vote the number of shares of record in such shareholder's name for as many persons as there are Directors to be elected, or to cumulate such shares as provided by Federal Law. In deciding all other questions at meetings of shareholders, each shareholder shall be entitled to one vote on each share of stock of record in such shareholder's name. Shareholders may vote by proxy duly authorized in writing. All proxies used at the annual meeting shall be secured for that meeting only, or any adjournment thereof, and shall be dated, if not dated by the shareholder, as of the date of the receipt thereof. No officer or employee of this Bank may act as proxy.

        SECTION 1.06. QUORUM. Holders of record of a majority of the shares of the capital stock of the Bank, eligible to be voted, present either in person or by proxy, shall constitute a quorum for the transaction of business at any meeting of shareholders, but shareholders present at any meeting and constituting less than a quorum may, without further notice, adjourn the meeting from time to time until a quorum is obtained. A majority of the votes cast shall decide every question or matter submitted to the shareholders at any meeting, unless otherwise provided by law or by the Articles of Association.

ARTICLE II
DIRECTORS

        SECTION 2.01. QUALIFICATIONS. Each Director shall have the qualifications prescribed by law. No person elected as a Director may exercise any of the powers of office until such Director has taken the oath of such office.

        SECTION 2.02. VACANCIES. Directors of the Bank shall hold office for one year or until their successors are elected and qualified. Any vacancy in the Board shall be filled by appointment of the remaining Directors, and any Director so appointed shall hold office until the next election.

        SECTION 2.03. ORGANIZATION MEETING. The Directors elected by the shareholders shall meet for organization of the new Board of Directors at the time and place fixed by the presiding officer of the annual meeting. If at the time fixed for such meeting there is no quorum present, the Directors in attendance may adjourn from time to time until a quorum is obtained. A majority of the number of Directors elected by the shareholders shall constitute a quorum for the transaction of business.

        SECTION 2.04. REGULAR MEETINGS. The regular meetings of the Board of Directors shall be held at such date, time and place as the Board may previously designate, or should the Board fail to so designate, at such date, time and place as the Chairman of the Board, Chief Executive Officer, or President may fix. Whenever a quorum is not present, the Directors in attendance shall adjourn the meeting to a time not later than the date fixed by the By-Laws for the next succeeding regular meeting of the Board. Members of the Board of Directors may participate in such meetings through use of conference telephone or similar communications equipment, so long as all members participating in such meetings can hear one another.

        SECTION 2.05. SPECIAL MEETINGS. Special meetings of the Board of Directors shall be held at the call of the Chairman of the Board, Chief Executive Officer, or President, or at the request of two or more Directors. Any special meeting may be held at such place and at such time as may be fixed in the call. Written or oral notice shall be given to each Director not later than the day next preceding the day on which the special meeting is to be held, which notice may be waived in writing. The presence of a Director at any meeting of the Board of Directors shall be deemed a waiver of notice thereof by such Director. Whenever a quorum is not present, the Directors in attendance shall

adjourn the special meeting from day to day until a quorum is obtained. Members of the Board of Directors may participate in such meetings through use of conference telephone or similar communications equipment, so long as all members participating in such meetings can hear one another.

        SECTION 2.06. QUORUM. A majority of the Directors shall constitute a quorum at any meeting, except when otherwise provided by law; but a lesser number may adjourn any meeting, from time-to-time, and the meeting may be held, as adjourned, without further notice. When, however, less than a quorum as herein defined, but at least one-third and not less than two of the authorized number of Directors are present at a meeting of the Directors, business of the Bank may be transacted and matters before the Board approved or disapproved by the unanimous vote of the Directors present.

        SECTION 2.07. COMPENSATION. Each member of the Board of Directors shall receive such fees for attendance at Board and Board committee meetings and such fees for service as a Director, irrespective of meeting attendance, as from time to time are fixed by resolution of the Board; provided, however, that payment hereunder shall not be made to a Director for meetings attended and/or Board service which are not for the Bank's sole benefit and which are concurrent and duplicative with meetings attended or Board service for an affiliate of the Bank for which the Director receives payment; and provided further that fees hereunder shall not be paid in the case of any Director in the regular employment of the Bank or of one of its affiliates. Each member of the Board of Directors, whether or not such Director is in the regular employment of the Bank or of one of its affiliates, shall be reimbursed for travel expenses incident to attendance at Board and Board committee meetings.

        SECTION 2.08. EXECUTIVE COMMITTEE. There may be a standing committee of the Board of Directors known as the Executive Committee which shall possess and exercise, when the Board is not in session, all the powers of the Board that may lawfully be delegated. The Executive Committee shall consist of at least three Board members, one of whom shall be the Chairman of the Board, Chief Executive Officer or the President. The other members of the Executive Committee shall be appointed by the Chairman of the Board, the Chief Executive Officer, or the President, with the approval of the Board, and who shall continue as members of the Executive Committee until their successors are appointed, provided, however, that any member of the Executive Committee may be removed by the Board upon a majority vote thereof at any regular or special meeting of the Board. The Chairman, Chief Executive Officer, or President shall fill any vacancy in the Executive Committee by the appointment of another Director, subject to the approval of the Board of Directors. The Executive Committee shall meet at the call of the Chairman, Chief Executive Officer, or President or any two members thereof at such time or times and place as may be designated. In the event of the absence of any member or members of the Executive Committee, the presiding member may appoint a member or members of the Board to fill the place or places of such absent member or members to serve during such absence. Two members of the Executive Committee shall constitute a quorum. When neither the Chairman of the Board, the Chief Executive Officer, nor President are present, the Executive Committee shall appoint a presiding officer. The Executive Committee shall report its proceedings and the action taken by it to the Board of Directors.

        SECTION 2.09. OTHER COMMITTEES. The Board of Directors may appoint such special committees from time to time as are in its judgment necessary in the interest of the Bank.

ARTICLE III
OFFICERS, MANAGEMENT STAFF AND EMPLOYEES

        SECTION 3.01. OFFICERS AND MANAGEMENT STAFF.

(a)

The executive officers of the Bank shall include a Chairman of the Board, Chief Executive Officer, President, Chief Financial Officer, Secretary, Security Officer, and may include one or more Senior

Managing Directors or Managing Directors. The Chairman of the Board, Chief Executive Officer, President, any Senior Managing Director, any Managing Director, Chief Financial Officer, Secretary, and Security Officer shall be elected by the Board. The Chairman of the Board, Chief Executive Officer, and the President shall be elected by the Board from their own number. Such officers as the Board shall elect from their own number shall hold office from the date of their election as officers until the organization meeting of the Board of Directors following the next annual meeting of shareholders, provided, however, that such officers may be relieved of their duties at any time by action of the Board of Directors, in which event all the powers incident to their office shall immediately terminate. The Chairman of the Board, Chief Executive Officer, or the President shall preside at all meetings of shareholders and meetings of the Board of Directors.

(b)

The management staff of the Bank shall include officers elected by the Board, officers appointed by the Chairman of the Board, the Chief Executive Officer, the President, any Senior Managing Director, any Managing Director, the Chief Financial Officer, and such other persons in the employment of the Bank who, pursuant to authorization by a duly authorized officer of the Bank, perform management functions and have management responsibilities. Any two or more offices may be held by the same person except that no person shall hold the office of Chairman of the Board, Chief Executive Officer and/or President and at the same time also hold the office of Secretary.

(c)

Except as provided in the case of the elected officers who are members of the Board, all officers and employees, whether elected or appointed, shall hold office at the pleasure of the Board. Except as otherwise limited by law or these By-Laws, the Board assigns to the Chairman of the Board, the Chief Executive Officer, the President, any Senior Managing Director, any Managing Director, the Chief Financial Officer, and/or each of their respective designees the authority to control all personnel, including elected and appointed officers and employees of the Bank, to employ or direct the employment of such officers and employees as he or she may deem necessary, including the fixing of salaries and the dismissal of such officers and employees at pleasure, and to define and prescribe the duties and responsibilities of all officers and employees of the Bank, subject to such further limitations and directions as he or she may from time to time deem appropriate.

(d)

The Chairman of the Board, the Chief Executive Officer, the President, any Senior Managing Director, any Managing Director, the Chief Financial Officer, and any other officer of the Bank, to the extent that such officer is authorized in writing by the Chairman of the Board, the Chief Executive Officer, the President, any Senior Managing Director, any Managing Director, or the Chief Financial Officer may appoint persons other than officers who are in employment of the Bank to serve in management positions and in connection therewith, the appointing officer may assign such title, salary, responsibilities and functions as are deemed appropriate, provided, however, that nothing contained herein shall be construed as placing any limitation on the authority of the Chairman of the Board, the Chief Executive Officer, the President, any Senior Managing Director, any Managing Director, or the Chief Financial Officer as provided in this and other sections of these By-Laws.

(e)

The Senior Managing Directors and the Managing Directors of the Bank shall have general and active authority over the management of the business of the Bank, shall see that all orders and resolutions of the Board of Directors are carried into effect, and shall do or cause to be done all things necessary or proper to carry on the business of the Bank in accordance with provisions of applicable law and regulations. Each Senior Managing Director and Managing Director shall perform all duties incident to his or her office and such other and further duties, as may from time to time be required by the Chief Executive Officer, the President, the Board of Directors, or the shareholders. The specification of authority in these By-Laws wherever and to whomever granted shall not be construed to limit in any manner the general powers of delegation granted to a Senior

Managing Director or a Managing Director in conducting the business of the Bank. In the absence of a Senior Managing Director or a Managing Director, such officer as is designated by the Senior Managing Director or the Managing Director shall be vested with all the powers and perform all the duties of the Senior Managing Director or the Managing Director as defined by these By-Laws.

(f)

Each Managing Director who is assigned oversight of one or more trust service offices shall appoint a management committee known as the Investment Management and Trust Committee consisting of the Managing Director of the trust service offices and at least three other members who shall be capable and experienced officers of the Bank appointed from time to time by the Managing Director and who shall continue as members of the Investment Management and Trust Committee until their successors are appointed, provided, however, that any member of the Investment Management and Trust Committee may be removed by the Managing Director as provided in this and other sections of these By-Laws. The Managing Director shall fill any vacancy in the Investment Management and Trust Committee by the appointment of another capable and experienced officer of the Bank. Each Investment Management and Trust Committee shall meet at such date, time and place as the Managing Director shall fix. In the event of the absence of any member or members of the Investment Management and Trust Committee, the Managing Director may, in his or her discretion, appoint another officer of the Bank to fill the place or places of such absent member or members to serve during such absence. A majority of each Investment Management and Trust Committee shall constitute a quorum. Each Investment Management and Trust Committee shall carry out the policies of the Bank, as adopted by the Board of Directors, which shall be formulated and executed in accordance with State and Federal Law, Regulations of the Comptroller of the Currency, and sound fiduciary principles. In carrying out the policies of the Bank, each Investment Management and Trust Committee is hereby authorized to establish management teams whose duties and responsibilities shall be specifically set forth in the policies of the Bank. Each such management team shall report such proceedings and the actions taken thereby to the Investment Management and Trust Committee. Each Managing Director shall then report such proceedings and the actions taken thereby to the Board of Directors.

        SECTION 3.02. POWERS AND DUTIES OF MANAGEMENT STAFF. Pursuant to the fiduciary powers granted to this Bank under the provisions of Federal Law and Regulations of the Comptroller of the Currency, the Chairman of the Board, the Chief Executive Officer, the President, the Senior Managing Directors, the Managing Directors, the Chief Financial Officer, and those officers so designated and authorized by the Chairman of the Board, the Chief Executive Officer, the President, the Senior Managing Directors, the Managing Directors, or the Chief Financial Officer are authorized for and on behalf of the Bank, and to the extent permitted by law, to make loans and discounts; to purchase or acquire drafts, notes, stocks, bonds, and other securities for investment of funds held by the Bank; to execute and purchase acceptances; to appoint, empower and direct all necessary agents and attorneys; to sign and give any notice required to be given; to demand payment and/or to declare due for any default any debt or obligation due or payable to the Bank upon demand or authorized to be declared due; to foreclose any mortgages; to exercise any option, privilege or election to forfeit, terminate, extend or renew any lease; to authorize and direct any proceedings for the collection of any money or for the enforcement of any right or obligation; to adjust, settle and compromise all claims of every kind and description in favor of or against the Bank, and to give receipts, releases and discharges therefor; to borrow money and in connection therewith to make, execute and deliver notes, bonds or other evidences of indebtedness; to pledge or hypothecate any securities or any stocks, bonds, notes or any property real or personal held or owned by the Bank, or to rediscount any notes or other obligations held or owned by the Bank, whenever in his or her judgment it is reasonably necessary for the operation of the Bank; and in furtherance of and in addition to the powers hereinabove set forth to do all such acts and to take all such proceedings as in his or her judgment are necessary and incidental to the operation of the Bank.

        SECTION 3.03. SECRETARY. The Secretary or such other officers as may be designated by the Chief Executive Officer shall have supervision and control of the records of the Bank and, subject to the direction of the Chief Executive Officer, shall undertake other duties and functions usually performed by a corporate secretary. Other officers may be designated by the Secretary as Assistant Secretary to perform the duties of the Secretary.

        SECTION 3.04. EXECUTION OF DOCUMENTS. Any member of the Bank's management staff or any employee of the Bank designated as an officer on the Bank's payroll system is hereby authorized for and on behalf of the Bank to sell, assign, lease, mortgage, transfer, deliver and convey any real or personal property, including shares of stock, bonds, notes, certificates of indebtedness (including the assignment and redemption of registered United States obligations) and all other forms of intangible property now or hereafter owned by or standing in the name of the Bank, or its nominee, or held by the Bank as collateral security, or standing in the name of the Bank, or its nominee, in any fiduciary capacity or in the name of any principal for whom this Bank may now or hereafter be acting under a power of attorney or as agent, and to execute and deliver such partial releases from any discharges or assignments of mortgages and assignments or surrender of insurance policies, deeds, contracts, assignments or other papers or documents as may be appropriate in the circumstances now or hereafter held by the Bank in its own name, in a fiduciary capacity, or owned by any principal for whom this Bank may now or hereafter be acting under a power of attorney or as agent; provided, however, that, when necessary, the signature of any such person shall be attested or witnessed in each case by another officer of the Bank.

        Any member of the Bank's management staff or any employee of the Bank designated as an officer on the Bank's payroll system is hereby authorized for and on behalf of the Bank to execute any indemnity and fidelity bonds, trust agreements, proxies or other papers or documents of like or different character necessary, desirable or incidental to the appointment of the Bank in any fiduciary capacity, the conduct of its business in any fiduciary capacity, or the conduct of its other banking business; to sign and issue checks, drafts, orders for the payment of money and certificates of deposit; to sign and endorse bills of exchange, to sign and countersign foreign and domestic letters of credit, to receive and receipt for payments of principal, interest, dividends, rents, fees and payments of every kind and description paid to the Bank, to sign receipts for money or other property acquired by or entrusted to the Bank, to guarantee the genuineness of signatures on assignments of stocks, bonds or other securities, to sign certifications of checks, to endorse and deliver checks, drafts, warrants, bills, notes, certificates of deposit and acceptances in all business transactions of the Bank; also to foreclose any mortgage, to execute and deliver receipts for any money or property; also to sign stock certificates for and on behalf of this Bank as transfer agent or registrar, and to authenticate bonds, debentures, land or lease trust certificates or other forms of security issued pursuant to any indenture under which this Bank now or hereafter is acting as trustee or in any other fiduciary capacity; to execute and deliver various forms of documents or agreements necessary to effectuate certain investment strategies for various fiduciary or custody customers of the Bank, including, without limitation, exchange funds, options, both listed and over-the-counter, commodities trading, futures trading, hedge funds, limited partnerships, venture capital funds, swap or collar transactions and other similar investment vehicles for which the Bank now or in the future may deem appropriate for investment of fiduciary customers or in which non-fiduciary customers may direct investment by the Bank.

        Without limitation on the foregoing, the Chief Executive Officer, Chairman of the Board, or President of the Bank shall have the authority from time to time to appoint officers of the Bank as Vice President for the sole purpose of executing releases or other documents incidental to the conduct of the Bank's business in any fiduciary capacity where required by state law or the governing document. In addition, other persons in the employment of the Bank or its affiliates may be authorized by the Chief Executive Officer, Chairman of the Board, President, Senior Managing Directors, Managing Directors, or Chief Financial Officer to perform acts and to execute the documents described in the

paragraph above, subject, however, to such limitations and conditions as are contained in the authorization given to such person.

        SECTION 3.05. PERFORMANCE BOND. All officers and employees of the Bank shall be bonded for the honest and faithful performance of their duties for such amount as may be prescribed by the Board of Directors.

ARTICLE IV
STOCKS AND STOCK CERTIFICATES

        SECTION 4.01. STOCK CERTIFICATES. The shares of stock of the Bank shall be evidenced by certificates which shall bear the signature of the Chairman of the Board, the Chief Executive Officer, or the President (which signature may be engraved, printed or impressed), and shall be signed manually by the Secretary, or any other officer appointed by the Chief Executive Officer for that purpose. In case any such officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the Bank with the same effect as if such officer had not ceased to be such at the time of its issue. Each such certificate shall bear the corporate seal of the Bank, shall recite on its face that stock represented thereby is transferable only upon the books of the Bank when properly endorsed and shall recite such other information as is required by law and deemed appropriate by the Board. The corporate seal may be facsimile engraved or printed.

        SECTION 4.02. STOCK ISSUE AND TRANSFER. The shares of stock of the Bank shall be transferable only upon the stock transfer books of the Bank and, except as hereinafter provided, no transfer shall be made or new certificates issued except upon the surrender for cancellation of the certificate or certificates previously issued therefor. In the case of the loss, theft, or destruction of any certificate, a new certificate may be issued in place of such certificate upon the furnishing of an affidavit setting forth the circumstances of such loss, theft, or destruction and indemnity satisfactory to the Chairman of the Board, the Chief Executive Officer, or the President. The Board of Directors or the Chairman of the Board, Chief Executive Officer, or the President may authorize the issuance of a new certificate therefor without the furnishing of indemnity. Stock transfer books, in which all transfers of stock shall be recorded, shall be provided. The stock transfer books may be closed for a reasonable period and under such conditions as the Board of Directors may at any time determine, for any meeting of shareholders, the payment of dividends or any other lawful purpose. In lieu of closing the transfer books, the Board of Directors may, in its discretion, fix a record date and hour constituting a reasonable period prior to the day designated for the holding of any meeting of the shareholders or the day appointed for the payment of any dividend, or for any other purpose at the time as of which shareholders entitled to notice of and to vote at any such meeting or to receive such dividend or to be treated as shareholders for such other purpose shall be determined, and only shareholders of record at such time shall be entitled to notice of or to vote at such meeting or to receive such dividends or to be treated as shareholders for such other purpose.

ARTICLE V
MISCELLANEOUS PROVISIONS

        SECTION 5.01. SEAL. The seal of the Bank shall be circular in form with "SEAL" in the center, and the name "BANK ONE TRUST COMPANY, National Association" located clockwise around the upper half of the seal.

        SECTION 5.02. MINUTE BOOK. The organization papers of this Bank, the Articles of Association, the returns of judges of elections, the By-Laws and any amendments thereto, the proceedings of all regular and special meetings of the shareholders and of the Board of Directors, and reports of the committees of the Board of Directors shall be recorded in the minute books of the

Bank. The minutes of each such meeting shall be signed by the presiding officer and attested by the secretary of the meeting.

        SECTION 5.03. CORPORATE POWERS. The corporate existence of the Bank shall continue until terminated in accordance with the laws of the United States. The purpose of the Bank shall be to carry on the general business of a commercial bank trust department and to engage in such activities as are necessary, incident, or related to such business. The Articles of Association of the Bank shall not be amended, or any other provision added elsewhere in the Articles expanding the powers of the Bank, without the prior approval of the Comptroller of the Currency.

        SECTION 5.04. AMENDMENT OF BY-LAWS. The By-Laws may be amended, altered or repealed, at any regular or special meeting of the Board of Directors, by a vote of a majority of the Directors.

As amended April 24, 1991	Section 3.01 (Officers and Management Staff)
	Section 3.02 (Chief Executive Officer)
	Section 3.03 (Powers and Duties of Officers and Management Staff)
	Section 3.05 (Execution of Documents)
As amended January 27, 1995	Section 2.04 (Regular Meetings)
	Section 2.05 (Special Meetings)
	Section 3.01(f) (Officers and Management Staff)
	Section 3.03(e) (Powers and Duties of Officers and Management Staff)
	Section 5.01 (Seal)
Amended and restated in its entirety effective May 1, 1996
As amended August 1, 1996	Section 2.09 (Trust Examining Committee)
	Section 2.10 (Other Committees)
As amended October 16, 1997	Section 3.01 (Officers and Management Staff)
	Section 3.02 (Powers and Duties of Officers and Management Staff)
	Section 3.04 (Execution of Documents)
As amended January 1, 1998	Section 1.01 (Annual Meeting)

EXHIBIT 6

THE CONSENT OF THE TRUSTEE REQUIRED
BY SECTION 321(b) OF THE ACT

February 4, 2002

Securities and Exchange Commission
Washington, D.C. 20549

Ladies and Gentlemen:

        In connection with the qualification of an indenture among Qwest Capital Funding, Inc., Qwest Communications International Inc., and Bank One Trust Company, National Association, as Trustee, the undersigned, in accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, hereby consents that the reports of examinations of the undersigned, made by Federal or State authorities authorized to make such examinations, may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Very truly yours, BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION
By:	/s/  CHRISTOPHER HOLLY Vice President

EXHIBIT 7

Legal Title of Bank:	Bank One Trust Company, N.A.	Call Date: 3/31/01	State #: 391581	FFIEC 041
Address:	100 Broad Street	Vendor ID: D	Cert #: 21377	Page RC-1
City, State Zip:	Columbus, OH 43271	Transit #: 04400003

Consolidated Report of Condition for Insured Commercial and State-Chartered Savings Banks for March 31, 2001

        All schedules are to be reported in thousands of dollars. Unless otherwise indicated, report the amount outstanding of the last business day of the quarter.

Schedule RC—Balance Sheet

		Dollar Amounts in thousands RCON BIL MIL THOU		C300
ASSETS
1.	Cash and balances due from depository institutions (from Schedule RC-A):	RCON
	a. Noninterest-bearing balances and currency and coin(1)	0081	57,409	1.a
	b. Interest-bearing balances(2)	0071	0	1.b
2.	Securities
	a. Held-to-maturity securities(from Schedule RC-B, column A)	1754	0	2.a
	b. Available-for-sale securities (from Schedule RC-B, column D)	1773	1,922	2.b
3.	Federal funds sold and securities purchased under agreements to resell	1350	771,209	3.
4.	Loans and lease financing receivables: (from Schedule RC-C):	RCON
	a. Loans and leases held for sale	5369	0	4.a
	b. Loans and leases, net of unearned income	B528	84,428	4.b
	c. LESS: Allowance for loan and lease losses	3123	387	4.c
	d. Loans and leases, net of unearned income and allowance (item 4.b minus 4.c)	B529	84,041	4.d
5.	Trading assets (from Schedule RC-D)	3545	0	5.
6.	Premises and fixed assets (including capitalized leases)	2145	21,125	6.
7.	Other real estate owned (from Schedule RC-M)	2150	0	7.
8.	Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M)	2130	0	8.
9.	Customers' liability to this bank on acceptances outstanding	2155	0	9.
10.	Intangible assets
	a. Goodwill	3163	0	10.a
	b. Other intangible assets (from Schedule RC-M)	0426	12,971	10.b
11.	Other assets (from Schedule RC-F)	2160	317,034	11.
12.	Total assets (sum of items 1 through 11)	2170	1,265,711	12.

(1)

Includes cash items in process of collection and unposted debits.

(2)

Includes time certificates of deposit not held for trading.

Legal Title of Bank:	Bank One Trust Company, N.A.	Call Date: 3/31/01	State #: 391581	FFIEC 041
Address:	100 East Broad Street	Vendor ID: D	Cert #" 21377	Page RC-2
City, State Zip:	Columbus, OH 43271	Transit #: 04400003

Schedule RC-Continued

		Dollar Amounts in Thousands
LIABILITIES
13.	Deposits:
	a. In domestic offices (sum of totals of columns A and C	RCON
	from Schedule RC-E)	2200	995,556	13.a
	(1) Noninterest-bearing(1)	6631	558,282	13.a1
	(2) Interest-bearing	6636	437,274	13.a2
	b. Not applicable
14.	Federal funds purchased and securities sold under agreements to repurchase	RCFD 2800	0	14.
15.	Trading Liabilities(from Sechedule RC-D)	RCFD 3548	0	15.
16.	Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) (from Schedule RC-M)	3190	0	16.
17.	Not applicable
18.	Bank's liability on acceptances executed and outstanding	2920	0	18.
19.	Subordinated notes and debentures(2)	3200	0	19.
20.	Other liabilities (from Schedule RC-G)	2930	125,576	20.
21.	Total liabilities (sum of items 13 through 20)	2948	1,121,132	21.
22.	Minority interest in consolidated subsidiaries	3000	0	22.
EQUITY CAPITAL
23.	Perpetual preferred stock and related surplus	3838	0	23.
24.	Common stock	3230	800	24.
25.	Surplus (exclude all surplus related to preferred stock)	3839	45,157	25.
26.	a. Retained earnings	3632	98,597	26.a
	b. Accumulated other comprehensive income(3)	B530	25	26.b
27.	Other equity capital components(4)	A130	0	27.
28.	Total equity capital (sum of items 23 through 27)	3210	144,579	28.
29.	Total liabilities, minority interest, and equity capital (sum of items 21, 22, and 28)	3300	1,265,711	29.

Memorandum

To be reported only with the March Report of Condition.

1. Indicate in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed for the bank by independent external auditors as of any date during 1996 RCFD 6724 N/A Number
M.1.

1 =	Independent audit of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the bank
2 =	Independent audit of the bank's parent holding company conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the consolidated holding company (but not on the bank separately)
3 =	Directors' examination of the bank conducted in 8 = No external audit work accordance with generally accepted auditing standards by a certified public accounting firm (may be required by state chartering authority)
4 =	Directors' examination of the bank performed by other external auditors (may be required by state chartering authority)
5 =	Review of the bank's financial statements by external auditors
6 =	Compilation of the bank's financial statements by external auditors
7 =	Other audit procedures (excluding tax preparation work)

(1)

Includes total demand deposits and noninterest-bearing time and savings deposits.

QuickLinks

EXHIBIT 25.1

EXHIBIT 1 A COPY OF THE ARTICLES OF ASSOCIATION OF THE TRUSTEE NOW IN EFFECT AMENDED AND RESTATED ARTICLES OF ASSOCIATION of BANK ONE TRUST COMPANY, National Association
EXHIBIT 2 A COPY OF THE CERTIFICATE OF AUTHORITY OF THE TRUSTEE TO COMMENCE BUSINESS CERTIFICATE
EXHIBIT 3 A COPY OF THE AUTHORIZATION OF THE TRUSTEE TO EXERCISE CORPORATE TRUST POWERS CERTIFICATE
EXHIBIT 4 A COPY OF THE EXISTING BY-LAWS OF THE TRUSTEE BANK ONE TRUST COMPANY, National Association BY-LAWS ARTICLE I MEETINGS OF SHAREHOLDERS
ARTICLE II DIRECTORS
ARTICLE III OFFICERS, MANAGEMENT STAFF AND EMPLOYEES
ARTICLE IV STOCKS AND STOCK CERTIFICATES
ARTICLE V MISCELLANEOUS PROVISIONS
EXHIBIT 6 THE CONSENT OF THE TRUSTEE REQUIRED BY SECTION 321(b) OF THE ACT
EXHIBIT 7