Employment Agreement - Qwest Communications and Stephen M. Jacobsen

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

March 7, 1997


Stephen M. Jacobsen
4 Bethany
Laguna Niguel, CA  92677

Dear Steve:

I am delighted to be able to offer you the position of Senior Vice President -
Consumer Markets at Qwest Communications.  This letter is intended to set forth
the terms and conditions of your employment with Qwest.  Your annual base salary
will be $185,000.  You will be entitled to participate in Qwest's long-term
incentive plan (The Share Growth Plan).  Your grant will be for 30,000 shares
and the beginning value of the company, as contemplated by the Plan, has been
set at one billion dollars.  A copy of the full plan will be forwarded to you
from Tom Matthews under a separate letter.

Qwest is in the process of establishing an annual bonus plan for senior
executives.  You will be eligible to participate on the same basis as other
senior officers.  In addition, you are entitled to the other benefits described
in the materials included with this letter.

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 maximum
reimbursement of $150,000.  Your reimbursement includes any gross up necessary
to offset any tax impact this reimbursement may have, however, any gross up
would be considered as part of the amount that is calculated for determining the
maximum reimbursement.

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

Steve, given my schedule with the road show, I would like to suggest that you
begin at Qwest Monday, March 24.  I plan to be back in Denver on Tuesday, March
25 and will spend the day with you reviewing our consumer business.  However, I
can be flexible with the date if it better meets your needs.

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

 
Stephen M. Jacobsen
March 7, 1997
Page 2


letter to me. If you have any questions or need more information, please let me
know or feel free to contact Tom Matthews (303-670-5040) who is working with me
to help build our senior management team.

Sincerely,

/s/

Joseph P. Nacchio

I accept the above offer:

     /s/                          3/16/97
___________________           ______________ 
Stephen M. Jacobsen           Date