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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 11-K

(Mark One)

For the fiscal year ended December 31, 2008

OR

For the transition period from                  to                 .

Commission File Number 001-15577

A.                    Full title of the plan and the address of the plan, if different from that of the issuer named below:

Qwest Savings & Investment Plan

B.                      Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

Qwest Communications International Inc.

1801 California Street, Denver, Colorado 80202

303-992-1400

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REQUIRED INFORMATION

The Qwest Savings & Investment Plan (the “Plan”) is subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). As permitted by Item 4 of Form 11-K, the Plan has prepared the accompanying financial statements and schedule in accordance with the financial reporting requirements of ERISA.

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Report of Independent Registered Public Accounting Firm

The Employee Benefits Committee

Qwest Communications International Inc.:

We have audited the accompanying statements of net assets available for benefits of the Qwest Savings & Investment Plan (the Plan) as of December 31, 2008 and 2007, and the related statement of changes in net assets available for benefits for the year ended December 31, 2008. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2008 and 2007, and the changes in net assets available for benefits for the year ended December 31, 2008 in conformity with U. S. generally accepted accounting principles.

Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental Schedule H, Line 4i-schedule of assets (held at end of year) as of December 31, 2008, is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the Plan’s management and has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

KPMG LLP

DENVER, COLORADO

June 29, 2009

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QWEST SAVINGS & INVESTMENT PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

(Dollars in thousands)

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

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QWEST SAVINGS & INVESTMENT PLAN

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

For the Year Ended December 31, 2008

(Dollars in thousands)

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

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QWEST SAVINGS & INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS

For the Years Ended December 31, 2008 and 2007

Note 1: Plan Description

The following is a brief description of the Qwest Savings & Investment Plan (“QSIP” or the “Plan”) and provides general information only. Participants and all others should refer to the Plan document for a more complete description of the Plan’s provisions.

General

The Plan was established to provide a convenient way for eligible occupational and management employees to save on a regular and long-term basis.  Occupational employees are defined by the Plan as employees who are represented for collective bargaining purposes by a labor organization within the meaning of the Labor Management Relations Act.  Management employees are defined by the Plan as employees who are not occupational employees.  The Plan is a defined contribution plan and covers substantially all of the employees of Qwest Communications International Inc. and its subsidiaries (“Qwest” or the “Company”).

The Plan is subject to provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). Benefits under the Plan are not insured or guaranteed by the Pension Benefit Guaranty Corporation.

Significant Plan Amendments

The Plan was amended effective January 1, 2009 in the following respects:

·                          Occupational employees who are hired or rehired on or after January 1, 2009 are eligible to participate in the Plan immediately.  Qwest will match 100% of occupational employee contributions up to 3% of eligible compensation.  Occupational employees will be eligible to receive matching contributions immediately, and matching contributions are vested 100% after one year of employment; and

·                          Occupational participants may elect to make Roth 401(k) contributions.

The Plan was amended on May 8, 2008 so that cash dividends on the Qwest stock held in any Employee Stock Ownership Plan (“ESOP”) account are allocated directly to each ESOP account and reinvested in Qwest stock.  Non-cash dividends on the Qwest stock held in any ESOP account are allocated directly to each ESOP account.

The Plan was amended and restated effective January 1, 2008 in the following respects:

·                          Management participants may elect to make Roth 401(k) contributions;

·                          The percentage of compensation eligible for deferral increased from 25% to 50%; and

·                          The definition of compensation was revised to reflect that contract ratification bonuses are not considered eligible compensation used to calculate benefits.

Eligibility, Contributions and Vesting

Management employees are eligible to enter the Plan immediately on their hire date and are automatically enrolled at 3% of their eligible compensation, which percentage they can change at any time. Occupational employees hired before January 1, 2009 are eligible to enter the Plan after completion of three months of service with the Company.  During 2008, management and occupational employees could designate up to 50% of their eligible compensation as contributions to the Plan.  During 2007, management and occupational employees could designate up to 25% of their eligible compensation as contributions to the Plan.

Participant contributions for management employees are matched by the Company at 100%, up to a maximum of 3% of eligible compensation, beginning immediately upon a participant’s hire date. For occupational employees hired before January 1, 2009, the Company matches 81% of participant

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contributions, up to a maximum contribution of 6% of eligible compensation, after a participant completes one year of service.  The Company does not match management participant contributions in excess of 3% of eligible compensation and does not match occupational participant contributions in excess of 6% of eligible compensation.

A management participant is 100% vested in the Company’s matching contributions immediately upon entry into the Plan. An occupational participant becomes 100% vested in the Company’s matching contributions upon completion of three years of service with the Company if hired before January 1, 2009.  Participant contributions may be made on a pre-tax or after-tax basis, or on a combination of both.  Effective January 1, 2008 management employees may also make Roth 401(k) contributions.  Roth contributions are made on an after-tax basis and therefore, participants do not pay taxes on contributions or earnings when taking a qualified distribution.  As established in Section 402(g)(1) of the Internal Revenue Code of 1986, as amended (the “Code”), pre-tax and Roth 401(k) employee elective contributions were limited to $15,500 for each of the years ended December 31, 2008 and 2007.

All Company matching contributions have been designated as participant-directed for financial reporting purposes because participants have the ability to direct the investment of these contributions.

The Plan permits participants who have reached age 50 to make additional catch-up contributions up to certain annual maximum amounts established in Code Section 414(v)(2)(B)(i).  The maximum additional contribution was $5,000 for each of the years ended December 31, 2008 and 2007.

Rollover contributions from other plans, which meet the requirements of the Code, may be made to the Plan.

Investment Advice

Participants have access to investment advice for directing their Plan investments through ING Investment Advisors, LLC.

Investment Options

Participants may choose to invest their Plan accounts in a number of investment options. Below is a brief description of each of the investment options available as of December 31, 2008.  These descriptions are not, and are not intended to be, complete descriptions of each investment option’s risk and investment objective and strategy. Participants have access to more complete descriptions of the investment options, including risk, through the Plan’s prospectus.

·                      Interest Income Fund — This core fund emphasizes relatively stable, predictable income by investing in high-quality investment contracts and other fixed income investments with a diversified group of insurance companies, banks and other financial institutions.

·                      Bond Fund — This core fund is designed to offer the investor long-term preservation of capital while providing greater current income and yield than stable value or money market funds by investing in a broadly diversified portfolio of fixed-income instruments of varying maturities using multiple investment managers.

·                      QSIP Destination 2010 through 2050 Funds — These funds invest in the Plan’s core investment funds (except the Qwest Shares Fund) and may include investments in other assets.  The asset mix of each fund is based on the average investment time horizon, average risk and the performance of various asset classes with the aim of building an asset portfolio that may have a better chance of reaching a specific financial target.  These funds were added as investment options effective January 1, 2008.

·                      QSIP Destination 65+ and 75+ Funds — These Funds are designed for those who are already in retirement. The 75+ Fund is more conservative than the 65+ Fund. Although these two funds invest in a greater concentration of lower risk investments, a portion of their assets will continue to be invested in the underlying equity, fixed income and other assets funds to help reduce the risk of inflation after retirement and the risk that an investor will outlive his or her retirement assets. These funds were added as investment options effective January 1, 2008.

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·                      U. S. Stock Fund — This core fund seeks to provide long-term growth by mirroring both the composition and performance of the Standard & Poor’s 500 Index.

·                      U.S. Small/Mid Cap Stock Fund — This core fund seeks to provide long-term growth of capital by investing in small and mid-sized United States companies using multiple investment managers.

·                      International Stock Fund — This core fund seeks to provide long-term growth of capital and income by investing primarily in the stock of companies based outside the United States using multiple investment managers.

·                      Qwest Shares Fund — This core fund seeks to provide investment returns linked to the performance of Qwest common stock. This is an undiversified common stock investment. Concentrating investments in any undiversified investment, including common stock, is a high-risk investment strategy.

·                      Personal Choice Retirement Account (“PCRA”) — This is a separate brokerage account made available through Charles Schwab & Company, Inc. and offers access to a wide range of investment opportunities including mutual funds and most common stocks and bonds listed on major United States exchanges.

Schedule I lists Plan assets held under these investment options as of December 31, 2008.

Until December 31, 2007, participants could also choose to invest their Plan accounts in conservative, moderate and aggressive asset allocation funds.

Loans

The Plan allows participants to borrow from their Plan accounts as provided in the Plan document. Loans are made available to participants based upon 50% of the participant’s vested account balance, less any portion allocated to an alternate payee, up to a maximum of $50,000. Except under certain provisions, Plan loans provide for periodic repayments over a period not to exceed five years (or fifteen years for residential loans) at an interest rate determined by the Company’s Employee Benefits Committee. Participants may also make lump-sum repayments at any time following the date of the issuance of the loan. Participant loans are valued at amortized cost.

Trust and Recordkeeping Services

State Street Corporation is the Trustee for the Plan. ING, LLC is the Recordkeeper for the Plan.

Tax Status

The Internal Revenue Service (“IRS”) has determined and informed the Company by a letter dated March 18, 2009 that the Plan is qualified and that the trust established under the Plan is tax-exempt under the applicable sections of the Code.

Participant Accounts

Each participant’s Plan account is credited with the participant’s contributions, the Company’s matching contributions and investment gains, and charged for investment losses and an allocable share of Plan expenses. Plan accounts are unit-valued on a daily basis.

Aggregate annual contributions under the Plan and all other defined contribution plans sponsored by the Company are limited to the lesser of the contribution limits as defined in the Plan, or the annual contributions limit pursuant to Section 415(c)(1)(A) of the Code of $46,000 and $45,000 for the years ended December 31, 2008 and 2007, respectively. Annual contributions are defined as participant’s contributions and the Company’s matching contributions.

Payment of Benefits

Upon retirement, termination of employment or death, each participant or beneficiary is entitled to receive amounts from the Plan in accordance with the terms of the Plan. Participants also may make in-service voluntary withdrawals and hardship withdrawals if certain criteria are met.

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Benefit payments may be in the form of a lump sum or other distribution forms in accordance with the options provided in the terms of the Plan.

Voting Rights

Each participant receives voting rights on shares of Qwest common stock held in his or her Plan account.

Note 2: Summary of Significant Accounting Policies

Basis of Accounting

The financial statements of the Plan have been prepared under the accrual method of accounting.

Participant Distributions

Participant distributions are recorded when paid.

Use of Estimates

The preparation of the Plan’s financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires the Plan’s management to make certain estimates, judgments, and assumptions that affect the accompanying financial statements and disclosures.  The most important of these estimates relates to fair value measurements of the Plan investments.  Actual results could differ from those estimates.

Recently Issued Accounting Pronouncements

In April 2009, the Financial Accounting Standards Board (“FASB”) issued FASB Staff Position (“FSP”) FAS 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly,” which was effective for the Plan beginning on January 1, 2009. This FSP provides guidelines for ensuring that fair value measurements are consistent with the principles presented in Statement of Financial Accounting Standards (“SFAS”) No. 157, “Fair Value Measurements” (“SFAS No. 157”). Plan management does not expect the adoption of this pronouncement to have a material impact on the Plan’s financial statements.

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities,” which was effective for the Plan beginning on January 1, 2009 and is intended to improve financial reporting through enhanced disclosures about derivative instruments and hedging activities. Plan management does not expect the adoption of this pronouncement to have a material impact on the Plan’s financial statements.

Reclassifications

Certain reclassifications to the 2007 financial statements have been made to conform to the current year presentation.

Income Recognition

Net realized and unrealized gains and losses are reflected in the statement of changes in net assets available for benefits as net appreciation or depreciation in fair value of investments.  Net realized and unrealized gains and losses are the difference between the fair value at the beginning of the year (or date purchased during the year) and the selling price or the fair value at the end of the year.

Dividend income is recorded on the ex-dividend date. Interest is accrued when earned. Purchases and sales of securities are recorded on a trade date basis.

Synthetic Guaranteed Investment Contracts

The Plan’s Interest Income Fund held five wrapper contracts with five banks or insurance companies in 2008 and six wrapper contracts with six banks or insurance companies in 2007. A wrapper is an investment contract issued by an insurance company or other financial institution, designed to provide a contract value around a portfolio of fixed income securities held in a trust for plan participants. The

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objectives of the wrapper contracts are to provide a preservation of principal, maintain a stable interest rate, and provide daily liquidity at contract value for participant withdrawals and transfers in accordance with the provisions of the Plan. Investment gains and losses are amortized over the duration of the underlying assets, through adjustments to the future interest crediting rate. These contracts are reported at the fair value of the underlying investments under the contract and adjusted to contract value through an additional line item on the statements of net assets available for benefits showing an adjustment for fully benefit-responsive investment contracts from fair value to contract value, calculated as principal plus reinvested interest. These contracts are fully benefit-responsive, meaning that the terms of the Plan allow for withdrawals from the investment contract at contract or book value for payment of participant initiated transactions.

The estimated fair value of the contracts was $779 million and $740 million as of December 31, 2008 and 2007, respectively. This compares to contract values of $799 million and $731 million as of December 31, 2008 and 2007, respectively. Contracts with fully benefit-responsive wrappers are reported together since the value of the wrappers is typically insignificant to the related underlying investment contracts.

At December 31, 2008 and 2007, the average crediting interest rates on these contracts were 4.30% and 4.87%, respectively. For the years ended December 31, 2008 and 2007, the average annual yield earned on these contracts was 6.75% and 5.28%, respectively.

The crediting rate is primarily based on the current yield to maturity of the covered investments, plus or minus amortization of the difference between the fair value and the contract value of the covered investments at the time of computation.  The crediting rate is impacted by the change in the annual effective yield to maturity of the underlying securities, as well as by the differential between the contract value and the market value of the covered investments.  Changes in the average maturity of underlying securities between interest rate reset periods can affect the impact the crediting rate has on the contract to market difference amortization.  The crediting rate can be adjusted periodically and is usually adjusted monthly or quarterly, but in no event is the crediting rate less than zero percent.

The resulting gains and losses in the fair value of the underlying investments relative to the wrapper contract value are represented in the “Adjustment from fair value to contract value for fully benefit-responsive investment contracts” line item.  If the adjustment from fair value to contract value is positive for a given contract, this indicates that the wrapper contract value is greater than the market value of the underlying investments.  As such, the embedded market value losses will be amortized in the future through a lower interest crediting rate.  However, if the adjustment from fair value to contract value is negative for a given contract, this indicates that the wrapper contract value is less than the fair value of the underlying investments.  As such, the embedded fair value gains will be amortized in the future through a higher interest crediting rate.

Certain events limit the ability of the Plan to transact at contract value with the issuer. These events include: (1) termination of the Plan; (2) a material adverse change to the provisions of the Plan; (3) the Plan sponsor electing to withdraw from a wrapper contract in order to switch to a different investment provider; or (4) if the terms of a successor plan do not meet the wrapper contract issuer’s underwriting criteria for issuance of a clone wrapper contract. Management believes the events described above, which could result in the payment of benefits at market value rather than contract value, are not probable of occurring in the foreseeable future.

Examples of events that would permit a wrapper contract issuer to terminate a wrapper contract upon short notice include the Plan’s loss of its qualified status, un-cured material breaches of responsibilities or material adverse changes to the provisions of the Plan. If one of these events was to occur, the wrapper contract issuer could terminate the wrapper contract at the fair value of the underlying investments.

Note 3: Fair Value of Financial Instruments

Effective January 1, 2008, the Plan adopted SFAS No. 157 for all financial instruments accounted for at fair value on a recurring basis.  SFAS No. 157 provides a definition of fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements.  SFAS No. 157 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy established by SFAS No. 157 prioritizes the inputs into valuation techniques used to measure fair value. Accordingly, valuation techniques which maximize the use of observable inputs and minimize the use of unobservable inputs are used when determining fair value.

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The three levels of the hierarchy are as follows:

The values of investments, including investments held within the Qwest DB/DC Master Trust (“MT”), are determined as follows:

Qwest common stock and other common stocks - Qwest common stock is valued on the basis of the closing sales price as reported by the New York Stock Exchange on December 31, 2008 and 2007; and other common stocks are valued on the basis of the last published closing price reported on the major market on which the individual securities are traded on December 31, 2008 and 2007. If no sales were made on those dates, values are based on the price on the immediately preceding day on which sales were made. These securities are classified as level 1 within the valuation hierarchy.

Commingled Funds, Mutual Funds, and Exchange Traded Funds - These investment vehicles are valued using the net asset value (“NAV”) provided by the administrator of the fund.  The NAV is based on the value of the underlying assets owned by the fund, less its liabilities, divided by the number of shares outstanding.  The NAV of non-publicly traded commingled funds are classified as level 2 within the valuation hierarchy.  Mutual funds and exchange traded funds that are publicly traded on major market exchanges are valued at the closing price reported on the major market on which the individual securities are traded.  These securities are classified as level 1 within the valuation hierarchy.

Government Securities — United States Treasury securities are backed by the United States government and their default and credit risks are considered extremely low.  The market for these securities is very liquid and active with observable prices.  These securities are classified as level 1 within the valuation hierarchy.

Short-term Investments, Government Agency Securities, Mortgage and Other Asset Backed Securities and Corporate Fixed Income Securities - The fixed income market is a negotiated market with no central exchange to reflect the best bid or offer available on a particular bond issue.  Because many fixed income securities do not trade on a daily basis, valuation of these securities is generally based on processes such as benchmark curves, benchmarking of like securities, sector groupings, and matrix pricing as well as information on trades when available.  Where appropriate, these valuation models include inputs from option adjusted spread models and may consider different prepayment and interest rate scenarios.  These valuation methodologies primarily use observable market data and inputs such as benchmark yields, broker/dealer quotes, issuer spreads, benchmark securities, bids, offers and reference data.  Securities valued using these methodologies are primarily classified as level 2 within the valuation hierarchy.

Synthetic Guaranteed Investment Contracts - The fair value of the guaranteed investment contracts is based on the underlying investments.   The underlying investments are non-publicly traded commingled trust funds

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valued at NAV as described above.  The value of these investments includes the fair value of the associated wrapper contracts, which had a fair value of $1.558 million and $0 at December 31, 2008 and 2007.  These investments are classified as level 2 within the valuation hierarchy and included in commingled funds in the table below.

The table below presents the input levels used to determine the fair values of our financial instruments and the financial instruments included within our investment in the MT for the year ended December 31, 2008:

Note 4: Investments

The following table presents investments that represent 5% or more of the Plan’s net assets available for benefits:

**                   Investment not in excess of 5% at respective date.

The Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) depreciated in value as follows:

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*                          Includes corporate bonds, US Government obligations, personal brokerage accounts and other marketable securities.

**                   Includes Capital Guardian International Equity Fund, MSCI World Ex US SL Series Fund, Barclays Global Investors Active International Equity Fund, and Barclays Global Investors Equity Index Fund.

Note 5: Master Trust Investment

The MT is a trust that was established by Qwest Asset Management Company (“QAM”) as named fiduciary for investments in the Plan and the Qwest Pension Plan (the “Pension Plan”). The MT investment is included in the U.S. Small/Mid Cap Stock Fund and International Stock Fund investment options for participants. The trustee is Mellon Trust of New England, N.A.

The Plan’s interest in the net assets of the MT is included in the accompanying statements of net assets available for benefits. A summary of the net assets of the MT is as follows:

The Plan currently owns 100% of the interest in the net assets of the MT. The Pension Plan does not currently participate in the MT, but may do so in future years if QAM determines that the MT provides an appropriate investment vehicle for Pension Plan assets.

The MT participates in securities lending transactions whereby the Plan’s lending agent lends investments of the MT to other third-party investment companies in exchange for a premium. Under the terms of its securities lending agreement, the MT typically requires collateral of a value equal to 102% or 105% of the then fair value of the loaned investments. Collateral is then invested in certain collective investment vehicles maintained by the lending agent. Upon the maturity of the agreement, the borrower must return the same, or substantially the same, investments that were borrowed and the MT returns the collateral. The risks to the MT of securities lending transactions are that 1) the borrower may not provide additional collateral when required, 2) the borrower may not return the investments when due or 3) the earnings on the collateral investments may be negative requiring the MT to assume additional collateral obligations. Investments loaned under securities lending transactions totaled approximately $37 million and $97 million as of December 31, 2008 and 2007, respectively. The MT recognizes the securities loaned as an asset and records a corresponding asset and liability for the collateral held and for its obligation to return

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the collateral to the borrower. Financial instruments held as collateral totaled approximately $39 million and $102 million as of December 31, 2008 and 2007, respectively. Income from securities lending transactions totaled approximately $910,000 and $520,000 for the years ended December 31, 2008 and 2007, respectively.

The fair value of the Plan’s interest in the MT is based on the value of the Plan’s interest in the MT at the beginning of the year, plus actual contributions and allocated investment income, and less actual distributions and allocated administrative expenses. The MT’s net investment results and administrative expenses are allocated to the participating plans in proportion to each plan’s relative share of the fair value of net assets of the MT at each allocation date. The amounts allocable for the year are as follows:

The Plan’s share of the MT’s net investment loss was $121.8 million for the year ended December 31, 2008.

The net depreciation in fair value of investments in the MT is comprised substantially of net losses on corporate stock.

Note 6: Forfeitures

When certain participants terminate employment with the Company, they forfeit any non-vested portion of their Plan account that represents past Company matching contributions. Forfeited participant balances are used to reduce future Company contributions or to pay administrative expenses of the Plan. For the year ended December 31, 2008, forfeitures of approximately $135,000 were used to reduce employer contributions.

Company contributions for the year ended December 31, 2008 are shown net of forfeitures applied. Unapplied forfeitures were approximately $32,000 and $45,000 as of December 31, 2008 and 2007, respectively.

Note 7: Plan Termination

The Company has no current intention to terminate the Plan; however, in the event that the Plan is terminated, subject to compliance with certain conditions set forth by ERISA, the Plan provides that participant accounts that are less than 100% vested will become 100% vested and that the net assets will be distributed to account owners in an amount equal to their respective interests in those assets.

Note 8: Reconciliation of Financial Statements to Form 5500

Each year, pursuant to the ERISA Sections 104 and 4065 and Code Section 6058, the Plan files its Form 5500, which is used to report information concerning employee benefit plans and generally satisfies annual reporting requirement for the IRS and the Department of Labor.  For Form 5500 purposes, amounts allocated to withdrawing participants are recorded for benefit claims that have been processed and approved for payment prior to the respective period end, but not yet paid as of that date. However, in accordance with GAAP, benefit withdrawals are recorded when paid. Fully benefit-responsive investment contracts are reported at fair value on Form 5500 and at contract value on the financial statements.

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The following is a reconciliation of net assets available for benefits and benefits paid to participants reported on the financial statements to net assets available for benefits reported on Form 5500:

The following is a reconciliation of investment loss reported on the financial statements to investment loss reported on Form 5500:

The following is a reconciliation of participant distributions reported on the financial statements to participant distributions reported on Form 5500:

Note 9: Plan Expenses

Plan expenses are generally paid by the Plan with the exception of certain expenses incurred by Qwest related to Plan design and corporate functions, which are paid for by Qwest.

Note 10: Related-Party Transactions

The Plan invests in certain commingled funds and short-term investment funds managed by the Plan’s various investment managers; therefore, these transactions qualify as party-in-interest transactions. The Plan reimbursed Qwest approximately $670,000 for certain qualifying administrative expenses in 2008. In addition, the Plan has significant investments in Qwest common stock, which qualify as party-in-interest transactions. These transactions are covered by exemptions and are allowed under federal laws and regulations.

Note 11: Concentrations, Risks and Uncertainties

The Plan has a significant concentration of investments in Qwest common stock. The decrease in the value of the Qwest common stock held by the Plan was $158 million for the year ended December 31, 2008.

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Qwest is involved in various legal matters that are more fully described in its public filings. Qwest can give no assurance as to the impact on Qwest’s financial results or financial condition that may ultimately result from these matters. The ultimate outcomes of these matters are still uncertain, and substantial settlements or judgments in these matters could have a significant impact on Qwest. The magnitude of such settlements or judgments resulting from these matters could materially and adversely affect Qwest’s and the Plan’s financial condition. While Qwest continues to defend vigorously against these legal matters, these matters present significant risk to Qwest and therefore to the value of the Plan assets invested in Qwest stock.

The Plan is a class member in a class action lawsuit against Qwest and others (In re Qwest Communications International Inc. Securities Litigation). An independent fiduciary was retained to act on behalf of the Plan with respect to the Plan’s participation in the settlements arising from this action. In September 2006, the federal district court in Colorado issued an order approving a proposed partial settlement on behalf of purchasers of Qwest’s publicly traded securities between May 24, 1999 and July 28, 2002. The partial settlement resolved and released the individual claims of the class representatives and the claims of the settlement class they represent against Qwest and all defendants except Joseph Nacchio, Qwest’s former chief executive officer, and Robert Woodruff, Qwest’s former chief financial officer (the “Qwest settlement”). Messrs. Nacchio and Woodruff appealed that order to the United States Court of Appeals for the Tenth Circuit. In addressing that appeal, the Tenth Circuit held that the federal district court order overruling Nacchio and Woodruff’s objections to the Qwest settlement was not sufficiently specific, and it remanded the case to the district court with instructions to consider certain issues and to provide a more detailed explanation for its earlier decision overruling those objections. Subsequent to the remand, Messrs. Nacchio and Woodruff and the putative class representatives entered into a Stipulation of Settlement (the “Nacchio/Woodruff settlement”).  The district court certified a class for settlement purposes of purchasers of Qwest’s publicly traded securities between May 24, 1999 and July 28, 2002, and approved the Nacchio/Woodruff settlement. The Nacchio/Woodruff settlement, among other things, (i) settled the individual claims of the class representatives and the class they represent against Messrs. Nacchio and Woodruff, and (ii) resulted in the withdrawal by Messrs. Nacchio and Woodruff of their objections to the Qwest settlement and the resolution of their indemnification dispute with Qwest arising from the Qwest settlement. The independent fiduciary determined that it is in the best interests of the Plan to participate in both the Qwest settlement and the Nacchio/Woodruff settlement.

You can find more information about this matter in Qwest’s public filings.

As described in Note 1, the Plan provides participants with various investment options. Investment securities, in general, are exposed to various risks, such as significant world events, interest rate, credit, foreign currency, and overall market volatility risk. Due to the level of risk associated with certain investment securities, it is possible that changes in the values of investment securities will occur in the near term and that these changes could materially affect the amounts reported in the statements of net assets available for benefits.

The Plan invests in securities with contractual cash flows, such as asset-backed securities, collateralized mortgage obligations and commercial-mortgage-backed securities, including securities backed by subprime mortgage loans. The value, liquidity and related income of these securities are sensitive to changes in economic conditions, including real estate, delinquencies and defaults, and may be adversely affected by shifts in the market’s perception of the issuers and changes in interest rates.

The Plan invests in certain commingled funds, separate accounts and mutual funds. These funds may invest in derivative securities, including but not limited to futures, options, swaps and forward contracts. These derivative securities are primarily used for the purpose of managing currency risk, gaining market exposure, and reducing transaction costs. Credit risk exists with respect to certain of these instruments.

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Qwest Savings & Investment Plan

Schedule H, Line 4i - Schedule of Assets (Held at End of Year)

As of December 31, 2008

Schedule I

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