Employment Agreement - Qwest Communications and Brij Khandelwal


                                                        JOSEPH P. NACCHIO
                                             President & Chief Executive Officer
[LETTERHEAD OF QWEST COMMUNICATIONS]


September 26, 1997


Brij Khandelwal
7 Ammerman Way
Chester, NJ  07930

Dear Brij:

I am delighted to be able to offer you the position of Executive Vice President
and CIO at Qwest Communications.  This letter is intended to set forth the terms
and conditions of your employment with Qwest.

1.   Your annual base salary will be $225,000.

2.   You will be eligible to participate in Qwest's long-term incentive plan
     (Equity Incentive Plan). Your grant will be 350,000 shares.  The options
     will vest according to the following schedule and the exercise price will
     be the market price on the date of your signing the letter of acceptance.



                             SHARES             VESTING        
                         -------------------------------------    
                                                            
                         70,000 Shares      At End of 1 Year      
                         -------------------------------------    
                         70,000 Shares    At End of 2/nd/ Year    
                         -------------------------------------    
                         70,000 Shares    At End of 3/rd/ Year    
                         -------------------------------------    
                         70,000 Shares    At End of 4/th/ Year    
                         -------------------------------------    
                         70,000 Shares    At End of 5/th/ Year    
                         -------------------------------------     


3.   You will be eligible to participate in the executive bonus plan which is
     currently under development.  In your case, at the end of the first year of
     your employment, you are entitled to a guaranteed bonus of $112,500.

4.   You are also eligible to be reimbursed for all relocation expenses
     including the selling and purchasing of a home, household moving, etc. up
     to a reimbursement of $150,000. Your reimbursement includes any gross up
     necessary to offset any tax impact this reimbursement may

 
Brij Khandelwal
September 26, 1997
Page 2

     have, however, any gross up would be considered as part of the amount that
     is calculated for determining the maximum reimbursement. See relocation
     agreement enclosed.

5.   If you are terminated for any reason other than cause during your first
     year of employment, you will be entitled to a lump sum payment of one
     year's base salary.

6.   Paid time off and disability plan information is attached.

7.   This offer of employment is contingent upon your statement that you are not
     subject to any non-compete clause or similar restrictions which would in
     any way prevent you from exerting all your efforts toward the goals and
     objectives of Qwest.

Brij, I would like you to begin work at Qwest at the earliest possible date.

Finally, I am really looking forward to your joining me at Qwest and working
together to make this a great company.  If you agree with the above terms and
conditions, please sign below and return this letter to me.  If you have any
questions or need more information, I can be reached at 303/291-1410 or feel
free to contact Ray Lee (303-291-1688) who is working with me to help build our
senior management team.

Sincerely,

/s/

Joseph P. Nacchio
President
Chief Executive Officer


I accept the above offer:

     /s/                         9/27/97
_______________               _____________ 
Brij Khandelwal               Date