EXHIBIT 8.2
            
         FORM OF TAX OPINION OF KRAMER, LEVIN, NAFTALIS & FRANKEL     
 
               [LETTERHEAD OF KRAMER, LEVIN, NAFTALIS & FRANKEL]
                                   
                                    , 1998     
 
LCI International, Inc.
8180 Greensboro Drive
Suite 800
McLean, Virginia 22102
 
Ladies and Gentlemen:
   
  We have acted as counsel to LCI International, Inc., a Delaware corporation
("LCI"), in connection with the planned merger (the "Merger") of Qwest 1998-L
Acquisition Corp., a Delaware corporation ("Merger Sub") and a wholly-owned
subsidiary of Qwest Communications International Inc., a Delaware corporation
("Qwest"), into LCI, pursuant to an Agreement and Plan of Merger dated as of
March 8, 1998, among Qwest, Merger Sub, and LCI, as the same may be amended
from time to time (the "Merger Agreement"). Unless otherwise defined herein or
the context otherwise requires, terms used herein have the meanings provided
in the Merger Agreement.     
 
  For purposes of the opinion set forth below, we have reviewed and relied
upon (i) the Merger Agreement, (ii) the Joint Proxy Statement/Prospectus
included in the registration statement on Form S-4 (the "Registration
Statement"), as amended, filed by Qwest with the Securities and Exchange
Commission (the "Joint Proxy Statement/Prospectus"), and (iii) such other
documents, records, and instruments as we have deemed necessary or appropriate
as a basis for our opinion. In addition, in rendering our opinion we have
relied upon certain statements and representations made by LCI and Qwest (the
"Certified Representations"), and upon certain statements and representations
contained in the Merger Agreement and the Joint Proxy Statement/Prospectus. We
have neither investigated nor verified any such statements or representations.
We have assumed that such statements and representations are true, correct,
complete, and not breached, and that no actions that are inconsistent with
such statements and representations will be taken. We have also assumed that
all representations made in the Certified Representations "to the best
knowledge of" any persons will be true, correct, and complete as if made
without such qualification.
 
  In addition, we have assumed that (i) the Merger will be consummated in
accordance with the Merger Agreement and as described in the Joint Proxy
Statement/Prospectus (including satisfaction of all covenants and conditions
to the obligations of the parties without amendment or waiver thereof); (ii)
the Merger will qualify as a merger under the applicable laws of Delaware;
(iii) each of LCI, Qwest, and Merger Sub will comply with all reporting
obligations with respect to the Merger required under the Internal Revenue
Code of 1986, as amended (the "Code"), and the Treasury regulations
promulgated thereunder; and (iv) the Merger Agreement and all other documents
and instruments referred to therein or in the Joint Proxy Statement/Prospectus
are valid and binding in accordance with their terms. Any inaccuracy in, or
breach of, any of the aforementioned statements, representations, or
assumptions or any change after the date hereof in applicable law could
adversely affect our opinion. No ruling has been (or will be) sought from the
Internal Revenue Service by LCI, Qwest, or Merger Sub as to the federal income
tax consequences of any aspect of the Merger. The opinion expressed herein is
not binding on the Internal Revenue Service or any court, and there can be no
assurance that the Internal Revenue Service or a court of competent
jurisdiction will not disagree with such opinion.

 
  Based upon and subject to the foregoing as well as the limitations set forth
below, it is our opinion, under presently applicable federal income tax law,
that (i) the Merger of Merger Sub with and into LCI will be a tax-free
reorganization within the meaning of section 368(a)(1) of the Code and (ii)
the statements contained in paragraphs (a) through (d) of the section of the
Joint Proxy Statement/Prospectus entitled "Plan of Merger--Certain Federal
Income Tax Consequences" are correct.
 
  Our opinion is based upon existing statutory, regulatory, and administrative
and judicial authority, any of which may be changed at any time with
retroactive effect to the detriment of Qwest, Merger Sub, LCI, and their
respective stockholders. We do not undertake to advise you as to any changes
after the Effective Time in the above-referenced authorities that may affect
our opinion unless we are specifically requested to do so. No opinion is
expressed as to any matter not specifically addressed above. Furthermore, no
opinion is expressed as to the tax consequences of any of the transactions
under any foreign, state, or local tax law.
 
  We hereby consent to the filing of this opinion as an exhibit to the
aforementioned Registration Statement and to the reference to this firm under
the captions "Plan of Merger--Certain Federal Income Tax Consequences" and
"Tax Opinions" in the Registration Statement and the Joint Proxy
Statement/Prospectus which is a part thereof. The giving of this consent,
however, does not constitute an admission that we are "experts" within the
meaning of Section 11 of the Securities Act of 1933, as amended, or within the
category of persons whose consent is required by Section 7 of said Act.
 
  This opinion has been delivered to you as contemplated by the Merger
Agreement and for the purpose of being included as an exhibit to the
Registration Statement and is intended solely for your benefit and the benefit
of your stockholders.
 
                                          Very truly yours,
       
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