Exhibit 12

QWEST CORPORATION  CALCULATION OF RATIO OF EARNINGS TO FIXED CHARGES  (DOLLARS IN MILLIONS)

|                                                                                                                                              |                                            |                                           |     | Years Ended December 31, |    
|--------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------ | ----------------------------------------- | --- | ------------------------ | ---
|
|
|Income from continuing operations before income taxes, discontinued operations and cumulative effect of change in accounting principle effect |                                            | $                                         | 423 |                          | $  
|                                                                                                                                              |                                            | Add: total fixed charges                  |     |                          | 164
|                                                                                                                                              |                                            | Add: amortization of capitalized interest |     |                          | 3  
|                                                                                                                                              |                                            | Less: interest capitalized                |     |                          | (2 
|                                                                                                                                              |                                            |                                           |     |                          |    
|                                                                                                                                              | Total earnings available for fixed charges |                                           |     | 588                      |    
|Estimate of interest within rental expense                                                                                                    |                                            |                                           | 13  |                          |    
|Interest expense, including amortization of premiums, discounts and debt issuance costs                                                       |                                            |                                           | 149 |                          |    
|Interest capitalized                                                                                                                          |                                            |                                           | 2   |                          |    
|                                                                                                                                              |                                            |                                           |     |                          |    
|                                                                                                                                              | Total fixed charges                        |                                           | $   | 164                      |    
|                                                                                                                                              |                                            |                                           |     |                          |    
|Ratio of earnings to fixed charges                                                                                                            |                                            |                                           | 3.6 |                          |    

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Until
May 1, 2004, Qwest Corporation provided wireless services through its wholly owned subsidiary, Qwest Wireless LLC ("Qwest Wireless"). On May 1, 2004, we transferred
ownership of Qwest Wireless to an affiliate. As a consequence, we no longer have wireless operations, and the results of operations and the financial position of Qwest Wireless have been reclassified
in our consolidated financial statements to be included in discontinued operations. Amounts shown in this schedule have also been revised to conform to the current presentation of our consolidated
financial statements.

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