There are equations where you can figure out how many IP phones you can support over certain types of links. Cisco has some great white papers on the subject here:
http://www.cisco.com/en/US/tech/tk652/tk701/tech_white_papers_list.html
QoS *should* be used, especially if this link is being used for traffic other than your VoIP. I'm assuming that is the case, so yes use QoS.
Hopefully the white sheets help you out, they're a great reference! Good luck...