UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549


                                  SCHEDULE 14A
                                 (RULE 14a-101)

                    INFORMATION REQUIRED IN PROXY STATEMENT

                            SCHEDULE 14A INFORMATION

          PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
                    EXCHANGE ACT OF 1934 (AMENDMENT NO.   )

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                                               Rule 14a-6(e)(2))
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[ ]  Soliciting Material Pursuant to Rule 14a-12



                    Qwest Communications International Inc.
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                (Name of Registrant as Specified In Its Charter)

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   (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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         In connection with its 2002 Annual Meeting of Shareowners, Qwest
Communications International Inc. (the "Company") has retained DF King & Co.,
Inc. to act as proxy solicitor for a cost of $22,000.00 plus expenses.  The
Company may retain other persons or firms to assist in the proxy solicitation.

         On or about May 13, 2002, the Company expects to commence mailing
copies of the attached letters to certain of its shareowners.

                                  [QWEST LOGO]


May 10, 2002



Dear Fellow Qwest Shareowner:

Qwest's Board of Directors and management recommend you vote AGAINST two
proposals (Items 2 and 3) at our June 4 annual shareowners' meeting. We believe
these proposals are not in the best interests of our shareowners. As detailed in
the proxy statement we mailed to you, one proposal could limit our ability to
hire new executives and the other could change our compensation measures.

WE RECOMMEND YOU VOTE AGAINST ITEMS 2 AND 3 ON THE PROXY CARD.

These proposals are supported by a group that claims to represent our retirees
(called "Association of US West Retirees"). We believe this group includes less
than a quarter of all our retirees -- and maybe significantly less. In addition,
both proposals have already been considered by our shareowners and were
overwhelmingly rejected at last year's annual meeting.

VOTE AGAINST THE PROPOSAL THAT COULD LIMIT OUR ABILITY TO HIRE NEW EXECUTIVES
(AGAINST ITEM 2):

We believe requiring advance shareowner approval of all future or renewed
severance agreements is impractical because, as described in our proxy
statement, we believe:

     o   IT LIMITS OUR FLEXIBILITY: It would limit our flexibility and would
         make it prohibitively difficult to negotiate key provisions of
         employment agreements with our executives

     o   IT CAUSES A COMPETITIVE DISADVANTAGE: It could put Qwest at a
         competitive disadvantage relative to our peer companies when it comes
         to recruiting and retaining talented executives.

     o   OUR CURRENT ARRANGEMENTS ARE REASONABLE: We believe an advance
         shareholder approval requirement is unnecessary at Qwest. The severance
         arrangements that we currently have in place with our executives have
         been approved by a committee of non-employee directors and are smaller
         than those in place at many companies.

VOTE AGAINST THE PROPOSAL THAT COULD CHANGE OUR COMPENSATION MEASURES (AGAINST
ITEM #3):

We believe it is not in our shareowners' best interest to support the proposal
because, as we described in our proxy statement, we believe:

     o   THE CURRENT SYSTEM WORKS: We believe our pay-for-performance
         compensation system works. We recognize that, along with the rest of
         the telecommunications industry, our Company has underperformed the
         market. Accordingly, we have not paid our executives their target
         quarterly bonuses since the second quarter of 2001.

     o   MOST INCENTIVE COMPENSATION IS STOCK-BASED; NOT AFFECTED BY PENSION
         CREDITS: The proposal requests our Board to disregard some forms of
         income, including "pension credits," when calculating any bonuses that
         may be paid to our executives. However, the bulk of Qwest's incentive
         compensation program is stock-based; cash bonuses are a relatively
         small component. Pension credits do not affect the level of our stock
         option or equity grants.

     o   PENSION CREDITS ARE NOT SIGNIFICANT IN DETERMINING COMPENSATION:
         Pension credits do not contribute significantly to the measurements
         that we use to determine performance-based compensation for our
         executives. In determining cash bonuses, we look to a variety of
         performance measures to determine the amount for each executive,
         including division or unit performance, individual performance and
         company performance relative to internal targets for revenue, EBITDA
         (earnings before interest, taxes, depreciation and amortization) and
         cash flow. In 2001, pension credits increased Qwest's EBITDA by just
         4.9%, and had no effect on the other measures of our performance.

     o   CHANGING OUR COMPENSATION MEASURES WOULD RESULT IN INCONSISTENT
         MEASURES: We believe it is better to determine performance-based
         compensation on the basis of the same financial and operating results
         that we report to shareowners and that are used by the investment
         community as indicators of economic and shareowner value.

Shareowners voted overwhelmingly to reject these proposals at last year's annual
meeting, and for the reasons discussed in our proxy statement, we believe that
you should do so again this year. We look forward to your continued support.

Sincerely,


/s/ JOSEPH P. NACCHIO

Joseph P. Nacchio
Chairman and Chief Executive Officer


                                  [QWEST LOGO]


May 14, 2002




Dear Fellow Qwest Shareowner:

Our company's annual meeting is scheduled for Tuesday, June 4th. At the meeting,
we are scheduled to elect five directors to our Board of Directors and vote on
two shareowner proposals. The proxy statement that we previously mailed to you
describes these matters.

PLEASE VOTE BY MAIL, PHONE OR INTERNET. If you have not already voted, we urge
you to vote by returning your completed, dated and signed proxy card today. You
may also cast your vote by telephone or the Internet by following the
instructions that were printed on the proxy card and included with the proxy
statement. For your convenience, we have included with this letter another proxy
card or voting instruction form and a return envelope.

OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE:

     o   FOR THE ELECTION OF THE DIRECTOR NOMINEES (FOR ITEM 1)

     o   AGAINST EACH OF THE SHAREOWNER PROPOSALS (AGAINST ITEMS 2 AND 3)

Thank you for taking an interest in our company, and we look forward to your
continued support.

Sincerely,


/s/ JOSEPH P. NACCHIO

Joseph P. Nacchio
Chairman and Chief Executive Officer