SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                              ---------------------

                                    FORM 8-K

                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


        Date of Report (Date of earliest event reported): March 15, 2002


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


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


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


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

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

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

ITEM 5.  Other Events.

On March 15, 2002, the Company, Qwest Communications International Inc.
("QCII"), the ultimate parent corporation of the Company, and Qwest Capital
Funding, Inc., a wholly owned subsidiary of QCII, amended their $4 billion
unsecured bank agreement. QCII's Current Report on Form 8-K filed March 18, 2002
is hereby incorporated by reference herein in its entirety.

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

This Current Report on Form 8-K contains projections and other forward-looking
statements that involve risks and uncertainties. These statements may differ
materially from actual future events or results. Readers are referred to the
documents filed by Qwest Communications International Inc. or Qwest Corporation
(together with its affiliates, "Qwest", "we" or "us") with the Securities and
Exchange Commission, specifically the most recent reports which identify
important risk factors that could cause actual results to differ from those
contained in the forward-looking statements, including but not limited to:
potential fluctuations in quarterly results; volatility of Qwest's stock price;
intense competition in the markets in which we compete; changes in demand for
our products and services; the duration and extent of the current economic
downturn, including its effect on our customers and suppliers; adverse economic
conditions in the markets served by us or by companies in which we have
substantial investments; adverse results of review and scrutiny by regulatory
authorities, media and others of financial reporting practices; 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; adverse developments in commercial disputes or legal
proceedings; delays in our ability to provide interLATA services within our
14-state local service area; failure to maintain rights-of-way; and failure to
achieve the projected synergies and financial results expected to result from
the acquisition of U S WEST, and difficulties in combining the operations of the
combined company. The information contained in this Current Report on Form 8-K
is a statement of Qwest's present intention, belief or expectation and is based
upon, among other things, the existing regulatory environment, industry
conditions, market conditions and prices, the economy in general and Qwest's
assumptions. Qwest may change its intention, belief or expectation, at any time
and without notice, based upon any changes in such factors, in Qwest's
assumptions or otherwise. This Current Report on Form 8-K includes analysts'
estimates and other information prepared by third parties for which Qwest
assumes no responsibility. Qwest undertakes no obligation to review or confirm
analysts' expectations or estimates or to release publicly any revisions to any
forward-looking statements to reflect events or circumstances after the date
hereof or to reflect the occurrence of unanticipated events.

By including any information in this Current Report on Form 8-K, Qwest does not
necessarily acknowledge that disclosure of such information is required by
applicable law or that the information is material.

                                        2


                                   SIGNATURES

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

                                       QWEST CORPORATION



DATE:  March 18, 2002                  By:  /s/ BRYAN TREADWAY
                                            ----------------------
                                            Bryan Treadway
                                            Vice President and Controller

                                        3