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Correspondence

 Bill Johnston

 Senior Vice President & Controller

 1801 California Street, Suite 320

 Denver, Colorado 80202

 April 9, 2008

 Mr. Larry Spirgel

 Assistant Director

 Securities
and Exchange Commission

 Division of Corporation Finance

 Mail
Stop 3720

 100 F Street, N.E.

 Washington, D.C. 20549

 Qwest Communications International Inc.

 Form 10-K for the Year Ended December 31, 2007

 Filed February 12,
2008

 File No. 1-15577

 Qwest Corporation

 Form 10-K for the Year Ended December 31, 2007

 Filed February 12, 2008

 File No. 1-03040

 Dear Mr. Spirgel:

 On behalf of Qwest Communications International Inc. (“QCII”) and Qwest Corporation (“QC”), I am responding to the comments contained in your letters, dated March 31, 2008, relating to our Annual Reports on
Forms 10-K for the year ended December 31, 2007. Your comments are set forth in bolded, italicized text below, and our responses are set forth in plain text beneath each comment.

 Note 2: Summary of Significant Accounting Policies, Reclassifications, page 59 (QCII)

 Note 1: Business and Background, page 45 (QC)

1.
We note that you expect to make changes in the definitions you use to classify your expenses to better reflect the management of your business. We also note that these changes
could result in an annual reduction of $500 million to $700 million in cost of sales. Please tell us in more detail the nature of these changes and how these changes better reflect the management of your business.

Response:

 Based on our interactions with our investors over the
past several years and our internal analysis of operating cost classifications, we evaluated whether our Statement of Operations presentation could be updated to better aid the readers of our financial statements in understanding our cost structure.
For example, we considered whether it would be more appropriate to present a Statement of Operations that classified expenses based on their “nature” (e.g., materials, labor costs, depreciation, rents, taxes other than income) instead of
based in their “function” (e.g., cost of sales, selling costs, etc.). Although we perceived some benefits would flow from a natural presentation, we reviewed the income statement presentation requirements of Rule 5-03 of Regulation S-X,
and determined that a natural presentation would not necessarily comply with the rules. However, we determined that we could improve on the definitions used to classify costs based on their function by presenting information and related disclosures
that will enhance the value to the users of our financial statements and still comply with Rule 5-03.

 Qwest Communications International Inc.

 Larry Spirgel, United States Securities and Exchange Commission

 April 9, 2008

  Page
 2
 of 4

 Therefore, consistent with the disclosure of our intentions in our 2007 annual reports on Forms 10-K, during the
first quarter of 2008 we changed the definitions we use to classify expenses as cost of sales, selling expenses or general, administrative and other operating expenses. To aid investors in understanding our future financial statements that will
follow these new definitions, we recast certain financial information presented in our Annual Reports on Forms 10-K for the year ended December 31, 2007 to reflect the impact of these changes. We filed this recast financial
information for both QCII and QC on Current Reports on Forms 8-K dated April 4, 2008. As noted in Note 2 to each of the recast financial statements (pages 6-7 in the QCII financial statements and pages 7-8 in the QC financial statements)
contained in those Forms 8-K, operating expenses are now classified as follows:

•

 Cost of sales are costs incurred in providing products and services to our customers. These include: facility costs; employee-related costs directly attributable to
operating and maintaining our network (such as salaries, wages and certain benefits); equipment sales costs (such as data integration, handsets and modem costs); and other cost of sales directly related to operating and maintaining our network (such
as professional fees, materials and supplies and outsourced services).

•

 Selling expenses are costs incurred in selling products and services to our customers. These include: employee-related costs directly attributable to selling
products or services (such as salaries, wages, internal commissions and certain benefits); marketing, advertising and external commissions; bad debt; and other selling costs (such as professional fees and outsourced services).

•

 General, administrative and other operating expenses are corporate overhead and other operating costs. These include: employee-related costs for administrative
functions (such as salaries, wages and certain benefits); taxes and fees (such as property and other taxes and universal service fund, or USF, charges); real estate and occupancy costs (such as rents and utility costs); and other general,
administrative and other operating costs (such as professional fees, litigation related charges, general computer systems support services and outsourced services). General, administrative and other operating expenses also include our pension and
post-retirement benefits costs for all employees.

 In the recast financial statements contained in the previously mentioned Forms 8-K, we
also added a reference on the face of the Statements of Operations to Note 2 where these definitions are found. We are supplementally providing copies of these pages with this letter.

 These definitional changes resulted in $565 million, $685 million and $656 million at QCII being classified as either selling expenses or general, administrative and other operating expenses rather than cost of sales
for the years ended December 31, 2007, 2006 and 2005, respectively. This change resulted primarily from the movement of certain universal service subsidy payments and real estate costs to general, administrative and other operating expenses.

 Traditional cost of sales definitions reflect an inventory intensive business model, which is
difficult to apply to telecommunications companies. Our industry provides telecommunication services over large core integrated networks. Production cost in our industry is driven by capital builds (depreciation), network repair and maintenance,
third-party leased facility cost1 and customer premise equipment

 1

 Because our network does not extend to all places where our customers require us to provide telecommunications service
to them, we incur significant costs to use networks owned by other companies.

 Qwest Communications International Inc.

 Larry Spirgel, United States Securities and Exchange Commission

 April 9, 2008

  Page
 3
 of 4

expenses. Our new cost of sales definition reflects this production cost model that better represents how we run our business and allows users of our
financial statements to better understand our cost structure, while complying with Rule 5-03.2 of Regulation S-X. Additionally, we have chosen to separately break out selling expenses from general and administrative expenses. This breakout will give
users of our financial statements even greater insight into our cost structure. Finally, these new definitions of cost of sales and selling expenses will better align with the new segments that QCII will report in its Quarterly Report on Form 10-Q
for the quarter ended March 31, 2008.2

 Note
2: Summary of Significant Accounting Policies, Cash and Cash Equivalents, page 62 (QCII)

 Note 2: Summary of Significant Accounting Policies, Cash
and Cash Equivalents, page 49 (QC)

2.
We note that cash and cash equivalents include investments with original average maturities of three months or less. Please tell us what is meant by “original average
maturities” and how these investments comply with paragraph 8 of SFAS 95.

 Response:

 Our cash and cash equivalents disclosure concerning original average maturities intended to disclose how we
classify our investments in investment funds such as money market securities. Our short-term investment portfolio invests primarily in various investment funds3 that aim to preserve capital while maintaining liquidity as well as individual securities. Many of these investment funds are money market funds governed by Rule 2a-7 of the Investment Company Act of 19404 and are directly referenced in SFAS 95. Other funds in which we invest are investment funds that are not subject to Rule 2a-7 but often operate very similarly
to funds that meet the requirements of Rule 2a-7.

 Paragraph 8 of SFAS 95 defines cash equivalents as “short-term, highly liquid investments that
are…readily convertible to known amounts of cash [and]…so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.” SFAS 95 further states that “generally, only
investments with original maturities of three months or less qualify under that definition.” Paragraph 9 of SFAS 95 goes on to list as examples of items commonly considered to be cash equivalents: “Treasury bills, commercial paper, money
market funds, and federal funds sold.”

 Under our accounting policy we evaluate whether non-Rule 2a-7 funds are cash and cash equivalents based on the
legal requirements for Rule 2a-7 funds. Because investment funds do not have a maturity date per se, the primary indicator that we follow is the dollar-weighted average maturity of the individual fund portfolios. Rule 2a-7(c)(2) of the Investment
Company Act of 1940 allows money market funds to hold individual securities with maturities up to 397 days (762 days for government securities held in money market funds using the amortized cost method) as long as the dollar-weighted average
maturity of their portfolio does not exceed ninety days. We believe this policy is reasonable since paragraph 9 specifically mentions “money market funds” as examples of cash equivalents. Consequently, when investing in any fund we
examine—among other criteria that follow the guidance of SFAS 95—whether the fund’s assets have a dollar-weighted average maturity that exceeds 90 days

 2

 During the first quarter of 2008, QCII’s chief operating decision maker began to manage QCII’s business using
different financial information than he used previously, and we changed QCII’s segments accordingly.

 3

 We use the term fund in this discussion to refer to an "open-end company" under the Investment Company Act of 1940.

 4

 Rule 2a-7 of the Investment Company Act of 1940 defines what types of mutual funds may be called “money market
funds.” We believe the reference to “money market funds” in paragraph 9 of SFAS 95 refers to Rule 2a-7.

 Qwest Communications International Inc.

 Larry Spirgel, United States Securities and Exchange Commission

 April 9, 2008

  Page
 4
 of 4

at each reporting date. If the dollar-weighted average maturity does exceed 90 days, we classify the investment outside of cash or cash equivalents. We do
not group or batch different funds for this evaluation.

 On the occasions when we do invest in individual securities, we evaluate their individual original
maturities following the guidance in footnote 2 of SFAS 95. We do not group or batch individual securities for this evaluation.

 Because our investment
policies allow us to invest in money market funds, money market like funds as well as various types of individual securities, our disclosure wording mentioned “original average maturities” in an attempt to describe the concept that we use
in evaluating investments in funds. We believe our accounting policy regarding classification of investments as cash or cash equivalents is compliant with SFAS 95. However, in light of your comment we recognized that this description could be
improved. In Note 2 to each of the recast financial statements (page 10 of the QCII financial statements and page 11 of the QC financial statements) included in our Current Reports on Forms 8-K dated April 4, 2008, copies of which pages
are supplementally provided with this letter, we changed our description to indicate that in evaluating investments for classification as cash equivalents, we require that individual securities have original maturities of three months or less and
that funds have dollar-weighted average maturities of their portfolios of 90 days or less. We will continue to describe our policy this way in future filings.

 * * * *

 We acknowledge that we are responsible for the adequacy and accuracy of the disclosures in the filings noted
above; that your comments or changes we make to disclosures in response to your comments do not foreclose the Securities and Exchange Commission from taking any action with respect to our filings; and that we may not assert your comments as a
defense in any proceeding initiated by the Securities and Exchange Commission or any person under the federal securities laws of the United States.

 If you
have any questions regarding this letter, please do not hesitate to call me at (303) 992-2996.

 Sincerely,

/s/ Bill Johnston

Bill Johnston

 cc: (with enclosures)

 K. Dane Brooksher, Chair—QCII Audit Committee

 Jim Bickell, Engagement Partner—KPMG

 QWEST COMMUNICATIONS INTERNATIONAL INC.

 CONSOLIDATED STATEMENTS OF OPERATIONS

Years Ended December 31,

2007

2006

2005

(Dollars in millions except per share
amounts, shares in thousands)

 Operating revenue

$
13,778

$
13,923

$
13,903

 Operating expenses:

 Cost of sales (exclusive of depreciation and amortization)

4,692

4,923

5,180

 Selling

2,136

2,116

2,045

 General, administrative and other operating

2,735

2,559

2,758

 Depreciation and amortization

2,459

2,770

3,065

 Total operating expenses (Note 2)

12,022

12,368

13,048

 Other expense (income)—net:

 Interest expense on long-term borrowings and capital leases—net

1,095

1,169

1,483

 Loss on early retirement of debt—net

26

5

462

 Gain on sale of assets

(7
)

(68
)

(263
)

 Other—net

(22
)

(108
)

(67
)

 Total other expense (income)—net

1,092

998

1,615

 Income (loss) before income taxes and cumulative effect of changes in accounting principles

664

557

(760
)

 Income tax benefit

2,253

36

3

 Income (loss) before cumulative effect of changes in accounting principles

2,917

593

(757
)

 Cumulative effect of changes in accounting principles—net of taxes

—

—

(22
)

 Net income (loss)

$
2,917

$
593

$
(779
)

 Basic earnings (loss) per share:

 Income (loss) before cumulative effect of changes in accounting principles

$
1.59

$
0.31

$
(0.41
)

 Cumulative effect of changes in accounting principles—net of taxes

—

—

(0.01
)

 Basic earnings (loss) per share

$
1.59

$
0.31

$
(0.42
)

 Diluted earnings (loss) per share:

 Income (loss) before cumulative effect of changes in accounting principles

$
1.52

$
0.30

$
(0.41
)

 Cumulative effect of changes in accounting principles—net of taxes

—

—

(0.01
)

 Diluted earnings (loss) per share

$
1.52

$
0.30

$
(0.42
)

 Weighted average shares outstanding:

 Basic

1,829,244

1,889,857

1,836,374

 Diluted

1,920,766

1,971,545

1,836,374

 The accompanying notes are an integral part of these consolidated financial statements.

 2

 QWEST COMMUNICATIONS INTERNATIONAL INC.

 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 For the Years Ended December 31, 2007, 2006 and 2005

 Unless the context requires otherwise, references in these
consolidated financial statements to “Qwest,” “we,” “us,” the “Company” and “our” refer to Qwest Communications International Inc. and its consolidated subsidiaries. References in these
consolidated financial statements to “QCII” refer to Qwest Communications International Inc. on an unconsolidated, stand-alone basis.

 Note 1: Business and Background

 We provide voice, data, Internet and video services nationwide and globally. We
generate the majority of our revenue from services provided within the 14-state region