<DOCUMENT>
<TYPE>NT 10-Q
<SEQUENCE>1
<FILENAME>d01384ntnt10vq.txt
<DESCRIPTION>NOTIFICATION OF LATE FILING
<TEXT>
<PAGE>


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

                                   FORM 12B-25                 -----------------
                                                                SEC FILE NUMBER
                           NOTIFICATION OF LATE FILING              1-3040
                                                               -----------------
                                                               -----------------
(Check One): [ ] Form 10-K [ ] Form 20-F [X] Form 10-Q           CUSIP NUMBER
             [ ] Form N-SAR                                         74913ga
                                                               -----------------

               For Period Ended: September 30, 2002

               [ ] Transition Report on Form 10-K
               [ ] Transition Report on Form 20-F
               [ ] Transition Report on Form 11-K
               [ ] Transition Report on Form 10-Q
               [ ] Transition Report on Form N-SAR
               For the Transition Period Ended:


  Read Instruction (on back page) Before Preparing Form. Please Print or Type.

    NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
                   VERIFIED ANY INFORMATION CONTAINED HEREIN.

If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:

PART I -- REGISTRANT INFORMATION

QWEST CORPORATION
Full Name of Registrant

NOT APPLICABLE
Former Name if Applicable

1801 CALIFORNIA STREET
Address of Principal Executive Office (Street and Number)

DENVER, COLORADO 80202
City, State and Zip Code

PART II -- RULES 12B-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)

[X] (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;

(b) The subject annual report, semi-annual report, transition report on Form
10-K, Form 20-F, 11-K, Form N-SAR, or portion thereof, will be filed on or
before the fifteenth calendar day following the prescribed due date; or the
subject quarterly report of transition report on Form 10-Q, or portion thereof
will be filed on or before the fifth calendar day following the prescribed due
date*; and

(c) The accountant's statement or other exhibit required by Rule 12b-25(c) has
been attached if applicable.

* The timing of the filing of the Form 10-Q is addressed more fully in the press
releases, which are incorporated by reference to this Form 12b-25.


                                                                     Page 1 of 3
<PAGE>


PART III - NARRATIVE

State below in reasonable detail the reasons why Form 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period:

Qwest Corporation (the "Company") is a wholly owned, indirect, subsidiary of
Qwest Communications International Inc. ("QCII"). As QCII announced in its press
releases, each filed as an Exhibit to Forms 8-K filed on July 29, 2002, August
8, 2002, September 23, 2002 and October 29, 2002, QCII and its board of
directors began an analysis of certain transactions entered into during 1999,
2000 and 2001.

The Company has found that our disclosed prior misapplications of, or changes
in, accounting policies require adjustment to the Company's financial
statements.

The QCII releases mentioned above also gave updates on the status of
investigations by regulatory agencies, internal reviews and the audits and
reviews by the Company's external auditors, KPMG LLP ("KPMG"). As all
restatement matters are subject to audit by KPMG, the Company can give no
assurance that all adjustments necessary to present its financial statements in
accordance with generally accepted accounting principles have been identified as
of the time of this filing. Accordingly, the Company cannot state with certainty
when a restatement will be completed, and consequently, the Company is not in a
position to timely file its Quarterly Report on Form 10-Q.

The Company will file its Quarterly Report on Form 10-Q for the third quarter
ended September 30, 2002 when (1) its restatement is complete, (2) KPMG has
completed a re-audit of the relevant periods, and (3) the Company's chief
executive officer and chief financial officer are able to make the
certifications required by Section 302 of the Sarbanes-Oxley Act. The Company
cannot state with certainty when these events will be completed.

PART IV - OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this
notification

<Table>
<S>                                 <C>             <C>
         G. ANTHONY LOPEZ                303             896-9435
---------------------------------   -------------   ------------------
             (Name)                  (Area Code)    (Telephone Number)
</Table>

(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s). [ ] Yes [X] No

AS OF THE DATE OF THIS REPORT, THE COMPANY HAS NOT FILED ITS QUARTERLY REPORT ON
FORM 10-Q FOR THE SECOND QUARTER ENDED JUNE 30, 2002.

(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof? [X]
Yes [ ] No

If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.

Please refer to QCII's press releases, each incorporated by reference herein
from the Forms 8-K filed with the Securities and Exchange Commission on July 29,
2002, August 8, 2002, September 23, 2002 and October 29, 2002.


                                                                     Page 2 of 3
<PAGE>


                                QWEST CORPORATION
                                -----------------
                  (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.


Date November 14, 2002            By /s/ G. ANTHONY LOPEZ
     -----------------------    ---------------------------------------------
                                Name:   G. Anthony Lopez
                                Title:  Vice President
                                        Assistant Controller


                                                                     Page 3 of 3

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