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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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                                    FORM 8-K


                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                                  June 21, 1999
                Date of Report (Date of earliest event reported)

                     QWEST COMMUNICATIONS INTERNATIONAL INC.
             (Exact name of registrant as specified in its charter)

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          Delaware                   000-22609                 84-1339282
(State of other jurisdiction        (Commission              (IRS employer
      of incorporation)              file no.)            identification no.)


                700 Qwest Tower
             555 Seventeenth Street
                Denver, Colorado                             80202
    (Address of principal executive offices)              (Zip code)


                                 (303) 291-1400
                         Registrant's telephone number,
                               including area code

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




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Item 5.  Other Events.

     On June 21, 1999, Qwest Communications International Inc., a Delaware
corporation ("Qwest"), issued a press release in connection with separate
letters it delivered on June 21, 1999 to Mr. Solomon D. Trujillo, Chairman,
President and Chief Executive Officer of U S WEST, Inc., a Delaware corporation
("U S WEST"), and Mr. Joseph P. Clayton, Chief Executive Officer of Frontier
Corporation, a New York corporation ("Frontier"). A copy of the Qwest press
release, dated June 21, 1999, which includes the letters delivered to Messrs.
Trujillo and Clayton, is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.

     This Current Report on Form 8-K may contain forward-looking statements that
involve risks and uncertainties. These statements may differ materially from
actual future events or results. Readers are referred to the documents filed by
Qwest with the SEC, specifically the most recent reports which identify
important risk factors that could cause actual results to differ from those
contained in the forward-looking statements, including potential fluctuations in
quarterly results, dependence on new product development, rapid technological
and market change, failure to complete the network on schedule and on budget,
financial risk management and future growth subject to risks, Qwest's ability to
achieve Year 2000 compliance, and adverse changes in the regulatory or
legislative environment. This release and the attachments include analysts'
estimates and other information prepared by third parties for which Qwest
assumes no responsibility. In addition, certain statements regarding synergies
and other projections and information contained in this release and the
attachments are based on publicly available information regarding U S WEST and
Frontier. Qwest undertakes no obligation to review or confirm analysts'
expectations or estimates or such publicly available information or to release
publicly any revisions to any forward-looking statements to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

Exhibit 99.1 -- Press release of the Registrant, dated June 21, 1999.


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                                    SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                              QWEST COMMUNICATIONS
                               INTERNATIONAL INC.



                                  By: /s/ Robert S. Woodruff
                                      -----------------------------------
                                     Name:  Robert S. Woodruff
                                     Title: Executive Vice President -
                                               Finance and Chief Financial
                                               Officer

June 21, 1999


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                                  EXHIBIT INDEX

Exhibit 99.1 -- Press release of the Registrant, dated June 21, 1999.





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