Exhibit 3.3
                                                                                
                            CERTIFICATE OF AMENDMENT
                                       OF
               AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                    QWEST COMMUNICATIONS INTERNATIONAL INC.

          The undersigned Executive Vice President, General Counsel and
Corporate Secretary of Qwest Communications International Inc., a Delaware
corporation (the "Corporation"), DOES HEREBY CERTIFY ON BEHALF OF THE
CORPORATION:

          1.  That the Board of Directors of the Corporation adopted at a
meeting duly called and held a resolution (i) setting forth a proposed amendment
of the Amended and Restated Certificate of Incorporation of the Corporation,
(ii) approving such amendment, (iii) declaring such amendment advisable and (iv)
recommending such amendment to the stockholders of the Corporation for approval.
The resolution setting forth the proposed amendment is as follows:

          RESOLVED, that the Board of Directors hereby approves the amendment of
          paragraph (a) of Article FOURTH of the Amended and Restated
          Certificate of Incorporation of the Corporation, which amendment
          increases the number of authorized shares of capital stock of the
          Corporation by increasing the authorized number of shares of common
          stock, par value $.01 per share ("Common Stock"), of the Corporation
          and that the Board of Directors hereby proposes and declares to the
          stockholders of the Corporation the advisability of amending paragraph
          (a) of Article FOURTH and directs that such amendment be submitted to
          the stockholders of the Corporation for their consideration and
          approval, such amendment to be made by deleting paragraph (a) of
          Article FOURTH from the current Amended and Restated Certificate of
          Incorporation of the Corporation, as amended, and amending and
          restating paragraph (a) of Article FOURTH to be and to read in its
          entirety as follows:

          "FOURTH:  (a) Authorized Shares.  The total number of shares of stock
                        -----------------                                      
          that the Corporation shall have authority to issue is 2,025,000,000
          shares, divided into the following classes:  (i) 2,000,000,000 shares
          of common stock, par value $.01 per share ("Common Stock"), and (ii)
          25,000,000 shares of preferred stock, par value $.01 per share
          ("Preferred Stock")."

          2.  That the stockholders of the Corporation approved, adopted and
consented to such amendment in accordance with the provisions of Section 211 of
the General Corporation Law of the State of Delaware.

          3.  That such amendment was duly adopted in accordance with the
provisions of Sections 242 and 211 of the General Corporation Law of the State
of Delaware.

 
          The undersigned, being duly elected and currently acting Executive
Vice President, General Counsel and Corporate Secretary of Qwest Communications
International Inc., the Corporation to which reference is made in this
Certificate, does make this Certificate and affirms and acknowledges on behalf
of the Corporation, under penalties of perjury, that this Certificate is the act
and deed of the Corporation and that the facts stated herein are true.



Date:   May 5, 1999        /S/ DRAKE S. TEMPEST 
                           --------------------------------------
                           Drake S. Tempest
                           Executive Vice President, General Counsel
                                and Corporate Secretary
                           Qwest Communications International Inc.