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

                                    FORM 10-K

               [ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 2000

              [ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                          Commission File Number 0-556

                        ROSEVILLE COMMUNICATIONS COMPANY
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                              California 68-0365195
----------------------------------------------------- --------------------------
                  (State or other jurisdiction (I.R.S. Employer
              of incorporation or organization) Identification No.)

                 200 Vernon Street, Roseville, California 95678
  ---------------------------------------- -----------------------------------
               (Address of principal executive offices) (Zip Code)

        Registrant's telephone number, including area code (916) 786-6141
                                 --------------

               Securities registered pursuant to Section 12(g) of
                                    the Act:

                        Common Stock - Without Par Value
                                (Title of class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                                 Yes X No _____
                                 -----

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. []

The aggregate  market value of voting stock held by  non-affiliates  (and on the
assumption  that  all  shares  held  by  registrant's  employee  benefit  plans,
directors  and  officers  may  be  deemed  shares  held  by   affiliates),   was
$514,424,800 as of March 8, 2001. As of March 8, 2001,  15,493,557 shares of the
registrant's Common Stock were outstanding.

                       Documents INCORPORATED BY REFERENCE

Incorporated by reference into Part III hereof are portions of the  registrant's
definitive  proxy  statement  issued in  connection  with the annual  meeting of
registrant's shareholders to be held May 18, 2001.


<PAGE>


                                TABLE OF CONTENTS


ITEM NO.                                                                   PAGE

PART I

          1.    Business................................................      3
          2.    Properties..............................................      5
          3.    Legal Proceedings.......................................      6
          4.    Submission of Matters to a Vote of Security Holders.....      9


PART II

          5.    Market for Registrant's Common Equity and Related
                Stockholder Matters......................................    12
          6.    Selected Financial Data................................      12
          7.    Management's Discussion and Analysis of Financial
                Condition and Results of Operations......................    14
         7A.    Quantitative and Qualitative Disclosures About Market Risk.  23
          8.    Financial Statements and Supplementary Data................  24
          9.    Changes in and Disagreements with Accountants on Accounting
                and Financial Disclosure...................................  53


PART III

         10.    Directors and Executive Officers of the Registrant.........  53
         11.    Executive Compensation.....................................  53
         12.    Security Ownership of Certain Beneficial Owners and
                Management.................................................  53
         13.    Certain Relationships and Related Transactions.............  53


PART IV

         14.    Exhibits, Financial Statement Schedules, and Reports on
                Form 8-K.................................................... 53

SIGNATURES      ..........................................................   80



<PAGE>


                                     PART I

Item 1. Business

Roseville  Communications Company (the "Company") was incorporated in 1995 under
the  laws of the  State  of  California  as a  holding  company.  The  Company's
wholly-owned   subsidiaries  include  Roseville  Telephone  Company  ("Roseville
Telephone"),  Roseville  Directory Company ("RCS  Directories"),  Roseville Long
Distance  Company  ("Roseville  Long  Distance"),  RCS Internet  Services  ("RCS
Internet"),  Roseville  PCS, Inc.  ("Roseville  PCS") and Roseville  Alternative
Company  ("Roseville  Alternative").   Additionally,  the  Company  maintains  a
significant  ownership  interest  in and is the  manager of a  wireless  company
through Roseville PCS described more fully below.

Substantially all of the Company's revenues are from  communications and related
services.  Approximately  11%,  11% and  13% of the  Company's  total  operating
revenues in 2000, 1999 and 1998, respectively,  were derived from access charges
and charges for other services to Pacific Bell, a wholly owned subsidiary of SBC
Communications  Inc.  ("Pacific  Bell"),   pursuant  to  certain  agreements  as
described  below. No other customer  accounted for more than 10% of consolidated
operating revenues during these years.

The Company has formed  various  subsidiaries  for the  purposes of pursuing new
businesses in the  communications  industry.  The Company currently  generates a
majority of its revenues from services  subject to regulation by the  California
Public Utilities Commission ("P.U.C.") and the Federal Communications Commission
("F.C.C."),   but  expects  that  its  proportionate   share  of  revenues  from
nonregulated businesses will be greater in future years as a result of its entry
into new businesses  and the impact of competition on its regulated  operations.
The table that follows  reflects the percentage of total  operating  revenues of
the Company contributed by various sources.
<TABLE>
<CAPTION>

                                                   % of Total Operating Revenues

Revenues                                            2000        1999        1998
--------------------------------------------        ----        ----        ----
<S>                                                 <C>         <C>         <C>

Revenues subject to regulation                       75%         80%         80%
Other revenues                                       25%         20%         20%
                                                    ----        ----        ----
Total operating revenues                            100%        100%        100%
</TABLE>

Telephone Operations

The Company's principal regulated operating subsidiary,  Roseville Telephone, is
engaged in the business of furnishing  communications services, mainly local and
toll telephone  service and network  access  services,  in a territory  covering
approximately  83 square miles in Placer and  Sacramento  Counties,  California.
Toll service to points outside Roseville  Telephone's  service area is furnished
through  connection in Roseville with facilities of Pacific Bell, AT&T and other
interexchange  carriers.  The City of Roseville,  which is centrally  located in
Roseville Telephone's service area, is 18 miles northeast of Sacramento.  During
2000,  Roseville Telephone  experienced a significant increase in competition as
evidenced  by  the  execution  of  multiple   interconnection   agreements  with
competitors.

For many years,  including the year ended  December 31, 2000, the area served by
Roseville  Telephone has  experienced  significant  residential,  commercial and
industrial  development.  Roseville  Telephone  continues  to be  engaged in the
expansion of its  facilities  and  operations  to meet  current and  anticipated
service demand increases and to maintain modern and efficient service. Roseville
Telephone  uses public streets and highways in the conduct of its public utility
telephone business under a non-exclusive  perpetual franchise granted by Section
7901 of the California Public Utilities Code.

Revenues  subject to  regulation,  which include local  service,  network access
service  and  toll  service  revenues,  constituted  approximately  75%  of  the
Company's total operating  revenues in 2000. Other Roseville  Telephone revenues
consist  primarily of directory  advertising  services,  billing and  collection
services,  nonregulated  sales and  services and other  miscellaneous  revenues.
Nonregulated  revenues  are  derived  from the sale,  lease and  maintenance  of
telecommunications  equipment,  payphone services, alarm monitoring services and
network access services.

Total  revenues  from  telephone  services are affected by rates  authorized  by
various regulatory agencies.  Intrastate service rates are subject to regulation
by the P.U.C. Roseville Telephone also had agreements with Pacific Bell relating
to extended  area service  settlements  that expired on December 31, 2000.  With
respect to intrastate  toll calls,  interexchange  carriers are assessed  access
charges  based  on  tariffs  filed  by  Roseville  Telephone.  With  respect  to
interstate  services,  Roseville  Telephone  has filed its own  tariff  with the
F.C.C.  for all elements of access  services except carrier common line charges,
for  which  Roseville  Telephone  concurs  with  tariffs  filed by the  National
Exchange Carrier Association.  Extensive cost separation studies are utilized to
determine  both the final  settlements  and  access  charges.  Additionally,  as
discussed in "Item 3 - Legal Proceedings", in December 1996, the P.U.C. issued a
decision  regarding   Roseville   Telephone's   authorized  revenue  levels  and
regulatory framework. Roseville Telephone's future operations may be impacted by
several  proceedings  pending  before  the  F.C.C.  and  the  P.U.C.  which  are
considering  the  manner in which  certain  local  exchange  services  presently
provided  solely by Roseville  Telephone  should be opened to  competition.  See
"Item 3 - Legal Proceedings" and "Item 7 - Management's  Discussion and Analysis
of  Financial  Condition  and  Results of  Operations"  for  further  discussion
regarding   Roseville   revenues  subject  to  regulation  and  the  competitive
environment in which Roseville Telephone operates.

In addition to its regulatory  authority  with respect to Roseville  Telephone's
rates, the P.U.C. also has the power, among other things, to establish the terms
and conditions of service,  to prescribe  uniform systems of accounts to be kept
by public  utilities  and to regulate the  mortgaging or  disposition  of public
utility properties.

In February 1996, Congress passed the Telecommunications Act of 1996 (the "Act")
which significantly  changed the regulatory  environment for  telecommunications
companies.  See  "Item  3 -  Legal  Proceedings"  and  "Item  7  -  Management's
Discussion and Analysis of Financial  Condition and Results of  Operations"  for
further discussion regarding the impact of the Act.

RCS Digital Services, a Competitive Local Exchange Carrier ("CLEC") operating as
a non-regulated division of Roseville Telephone,  offers local service,  network
access  service and toll  service to  customers  outside  Roseville  Telephone's
service area.

PCS Operations

Roseville PCS is the manager of and has an  approximate  97.6%  interest in West
Coast PCS LLC (d.b.a.  "RCS  Wireless"),  which was formed together with another
entity not  controlled  by the  Company for the  purpose of  providing  wireless
personal  communications  services ("PCS").  During 1997, RCS Wireless purchased
from the F.C.C.  licenses  to offer PCS  services  in four Basic  Trading  Areas
located in central California including Sacramento,  Stockton,  Modesto and Yuba
City. Each license  represents the cities of 10 megahertz of broadband  spectrum
which offers  digital  wireless  technology  capable of providing both voice and
data   transmission.   RCS  Wireless   commenced   deployment   of  the  network
infrastructure    in   1998   and    commenced   the   provision   of   wireless
telecommunications services with telephone, paging and voicemail capabilities in
June 1999.

Other Operations

In February 1997, RCS Directories  commenced operations to produce,  publish and
distribute  Roseville  Telephone's  directory including the sale of yellow pages
advertising  previously provided by an unaffiliated  company. RCS Directories is
also  engaged  in  the  business  of  producing,   publishing  and  distributing
directories  in other  Northern  California  communities  outside  of  Roseville
Telephone's service area.

In September  1997,  Roseville  Long  Distance  commenced  the provision of long
distance services using a fiber-optic network owned by another exchange carrier,
providing  international,  interstate  and  intrastate  long  distance  service,
calling card and 800 services.

In August 1999,  RCS Internet  commenced  the  provision of high speed  internet
access utilizing 100 percent digital subscriber line (DSL) technology.

Investment in Sacramento-Valley Limited Partnership

Roseville  Telephone and Roseville  Alternative,  with an approximate 24% equity
interest,  were  limited  partners  of  Sacramento-Valley   Limited  Partnership
("SVLP"),  a California  limited  partnership  formed for the  construction  and
operation of a cellular  telephone system in Northern  California and Nevada. On
November 3, 2000, the Company sold its limited partnership  interest in SVLP for
approximately $236.2 million to concentrate on its wireless services provided by
RCS Wireless.

The Company's equity in the earnings of SVLP constituted  approximately  4%, 19%
and 21% of the  Company's  income  before  income  taxes in 2000,  1999 and 1998
respectively.

Employees

At December 31, 2000, the Company had 731 employees, none of whom is represented
by a union.

Item 2. Properties

The Company owns central  office  buildings and related  equipment in Roseville,
Citrus  Heights,  Granite Bay,  and other  locations  in  Sacramento  and Placer
Counties.  The  Company's  68,000  square  foot  principal  business  office and
administrative  headquarters  and 214,000  square foot  operations  facility are
located in Roseville.  Other land is held for future expansion.  The Company has
appropriate   easements,   rights  of  way  and  other   arrangements   for  the
accommodation of its pole lines,  underground  conduits,  aerial and underground
cables and wires, and PCS antennas.

In addition to land and structures, the Company's property consists of equipment
required in providing  communication  services.  This  includes  central  office
equipment, customer premises equipment and connections,  radio and PCS antennas,
towers, pole lines, aerial and underground cable and wire facilities,  vehicles,
furniture and fixtures and other equipment.  The Company also owns certain other
communications equipment held as inventory for sale or lease.

In addition to plant and  equipment  that the Company  wholly-owns,  the Company
utilizes  poles,  towers  and  cable and  conduit  systems  wholly-owned  by, or
jointly-owned  with,  other  entities and leases space on  facilities  wholly or
jointly-owned  by the  Company  to other  entities.  These  arrangements  are in
accordance with written agreements customary in the industry.

Item 3. Legal Proceedings

Except for the  proceedings  described  below,  the  Company is not aware of any
material  pending  legal  proceedings,  other than ordinary  routine  litigation
incidental  to its  business,  to which  it is a party  or to  which  any of its
property is subject.

As appears in Item 1, above, Roseville Telephone is subject to regulation by the
F.C.C. and P.U.C. In the past, there have been various  proceedings before these
agencies to which  Roseville  Telephone  has been a party.  Reference is made to
Item 1 for further  information  regarding the nature of the jurisdiction of the
F.C.C. and P.U.C. over the business and operations of Roseville Telephone.

In 1993,  the P.U.C.  issued a report to the Governor of the State of California
entitled  "Enhancing   California's   Competitive   Strength:   A  Strategy  For
Telecommunications  Infrastructure"  in which it  proposes  to open  markets  to
competition  and  aggressively  streamline  regulation to accelerate the pace of
innovation in the  telecommunications  marketplace.  In  conjunction  with these
proceedings,  the  P.U.C.  issued  an order in 1995 to  consider  the  goals and
definition  of  universal  telephone  service in a  changing  telecommunications
environment,  including  examination of subsidy support mechanisms and issues of
"carrier of last resort" and "franchise" obligations. In 1995, the P.U.C. issued
an order to develop and adopt rules for local  exchange  competition.  Roseville
Telephone anticipates that additional proceedings will be held to refine further
the rules for local service  competition in its territory,  the effects of which
on Roseville Telephone cannot yet be determined.

In 1993, the P.U.C.  also opened an investigation  and rulemaking  proceeding to
establish  rules  necessary  to provide  nondiscriminatory  access by  competing
service  providers  to the  network  capabilities  of  local  exchange  carriers
necessary  to ensure  fair  competition  in  accordance  with the mandate of the
Public  Utilities Code. These  proceedings  continue through the present and may
broaden the scope of  competition in the provision of intrastate  services,  the
effects of which on Roseville Telephone cannot presently be determined.

In 1996, the P.U.C.  issued a decision in connection with Roseville  Telephone's
general rate proceeding which authorized  Roseville Telephone to implement a New
Regulatory  Framework  ("NRF")  for  services  furnished  within  the  State  of
California  in  order to  accommodate  market  and  regulatory  movement  toward
competition and greater pricing flexibility. In accordance with the requirements
of its general rate case decision,  Roseville Telephone filed an application for
review  of its  New  Regulatory  Framework  ("NRF")  in  1999.  This  proceeding
considered  modifications to the NRF structure,  including  potential changes to
the  current  monitoring  and  reporting  requirements,   the  earnings  sharing
mechanism,   promotional  and  pricing  flexibility,  and  related  matters.  In
addition,   the  P.U.C.  Office  of  Ratepayer  Advocates  ("ORA")  undertook  a
verification  audit  of  Roseville  Telephone's   non-regulated  and  affiliated
transactions  pursuant to the general rate case and other P.U.C. orders. The ORA
audit  report was  considered  in the NRF  proceeding.  A proposed  decision was
issued in December 2000. The proposed decision,  if adopted by the P.U.C., would
suspend the sharing mechanism  beginning in 2001 and require Roseville Telephone
to amend its intrastate  shareable earnings filing for 1999.  Management expects
the proposed decision to be adopted during 2001; however the ultimate outcome of
the proposed decision cannot yet be determined.

In 1999,  Pacific Bell  expressed  interest in  withdrawing  from the designated
carrier plan ("DCP") for Roseville  Telephone's toll traffic and to enter into a
new, permanent  compensation  arrangement for extended area service ("EAS"). The
DCP is a compensation  arrangement  between Roseville Telephone and Pacific Bell
for certain intraLATA toll services.  Pacific Bell also paid Roseville Telephone
$11.5 million per year for EAS pursuant to a Settlement Transition Agreement. In
November  2000,  the P.U.C.  authorized  Pacific  Bell to  terminate  its annual
payments to Roseville  Telephone,  authorized  replacement funding on an interim
basis  using the  current  reserve in a  California  High Cost Fund,  and denied
permanent  replacement  funding at that time pending  further  proceedings to be
held during 2001 and 2002. These  proceedings will determine the extent to which
recovery of all, none, or a portion of the $11.5 million annual  payments should
come  from  Roseville  Telephone's   ratepayers  or  other  regulatory  recovery
mechanisms.  The results of these  proceedings  and their  potential  effects on
Roseville Telephone cannot yet be determined.  In addition,  Roseville Telephone
and Pacific  Bell have agreed to allow the  current  DCP  arrangement  to expire
without renewal in December 2001.

There are a number of regulatory proceedings occurring at the federal level that
may have a material impact on Roseville Telephone.  These regulatory proceedings
include,  but are not limited to, consideration of changes to the jurisdictional
separations process, the interstate universal service fund, access charge reform
and  the  regulation  of  local  exchange  carriers.  In  addition,  the  F.C.C.
periodically  establishes  the authorized  rate of return for interstate  access
services.  Since 1991, the F.C.C.  has  established an 11.25% rate of return for
interstate  access  services.  However,  in 1998 the  F.C.C.  released  a notice
initiating  a  prescription  proceeding  and notice of  proposed  rulemaking  to
represcribe  the  authorized  rate of  return  for  interstate  access  services
provided by incumbent local exchange carriers  ("ILEC's").  Further,  the FCC is
considering  comments on a proposal  submitted by a number of parties in October
2000 which sets forth an interstate  access reform and universal service support
proposal  for ILECs  subject to  rate-of-return  regulation  (rate-of-return  or
non-price cap carriers).  The outcome of these proceedings can not be determined
at this time.

Roseville Telephone's  operations may also be impacted by the Telecommunications
Act  of  1996  (the  "Act").  Beginning  in  1996,  the  F.C.C.  adopted  orders
implementing  the Act's  provisions to open local  exchange  service  markets to
competition.  The F.C.C.  rules outline pricing  methodologies for the states to
follow when setting  rates for resale,  interconnection  and  unbundled  network
elements.  In 1997,  the United  States Court of Appeals for the Eighth  Circuit
found that the F.C.C.  exceeded its  jurisdiction in connection with some of its
orders  implementing  the Act. In early 1999,  the United  States  Supreme Court
reversed the Eighth Circuit's determinations that the F.C.C. lacked authority to
implement the Act by adopting local pricing  standards or to bar incumbent local
exchange  carriers from separating  already-combined  unbundled network elements
("UNEs") before offering them to competitors.  The Supreme Court also reinstated
the agency's "pick-and-choose" rules. However, the Supreme Court invalidated the
F.C.C.'s  original list of UNEs,  saying the F.C.C. had failed to determine that
those elements were necessary for competitors to offer service.  The F.C.C.  has
opened a proceeding to review this issue in light of the Supreme  Court's order,
and in 1999, adopted an order identifying UNEs that ILECs must make available to
competitors.  In 2000, the United States Court of Appeals for the Eighth Circuit
vacated the FCC's Total Element Long Run  Incremental  Cost  ("TELRIC")  pricing
standard for determining the price that ILECs can charge to CLECs seeking use of
unbundled  network  elements.  The Supreme  Court  decision  also  remanded  the
reasonableness  of TELRIC pricing back to the Eighth Circuit for  determination.
In addition,  the Circuit's decision also vacated, among other things, the FCC's
rules which define "avoided retail costs" for purposes of determining  wholesale
rates,   the  FCC's  proxy   prices,   the  FCC's  rules  which   addressed  the
identification  of additional  network  elements to be unbundled,  and the FCC's
superior quality and additional  combinations rules. In January 2001, the United
States granted a petition for writ of certiorari to review the Eighth  Circuit's
opinion with respect to (1) whether the appeals  court erred in holding that the
Act "forecloses the cost  methodology  adopted by the FCC, which is based on the
efficient  replacement  cost of existing  technology" for  determining  what new
entrants must pay ILECs for interconnection; (2) whether the appeals court erred
in  holding  that  neither  the  constitution  nor the Act  requires  an  ILEC's
"historical  costs" to be taken into  account in setting the rates it can charge
for access to network  elements;  and (3) whether the Act  prohibits  regulators
from requiring that incumbents  "combine certain  previously  uncombined network
elements" when the new entrant  requests the  combination  and offers to pay for
the extra work. Given the Act's recent enactment,  the Eighth Circuit's decision
vacating portions of the F.C.C.'s  interconnection  orders,  the Supreme Court's
order  reversing  much  of the  Eighth  Circuit's  decision  on  interconnection
pricing,  the  recent  actions  taken by the  F.C.C.  to  promulgate  rules  and
regulations  on access  charge and  universal  service  reform,  and the various
on-going legal challenges considering the validity of these F.C.C. orders, it is
not yet  possible to  determine  fully the impact of the Act and related  F.C.C.
regulations on Roseville Telephone's operations.

In 1997,  the F.C.C.  adopted orders on access charge reform and a new universal
service program.  The F.C.C.'s order on access charge reform  generally  removed
from   minute-of-use   access   charges   costs  that  are  not  incurred  on  a
per-minute-of-use  basis. The F.C.C. also adopted changes to its interstate rate
structure  for  transport  services  which are  designed to move the charges for
these  services to more  cost-based  levels.  The  F.C.C.'s  order on  universal
service reformed the existing system of universal  service in a manner that will
permit local  telephone  markets to move to a competitive  arena.  In 1999,  the
United  States  Court  of  Appeals  for the  Fifth  Circuit  issued  an  opinion
addressing  challenges  to the  F.C.C.'s  universal  service  order.  The  Court
rejected  challenges  on technical  issues such as the F.C.C.'s use of models in
determining  universal service. The Court ruled,  however, that the F.C.C. can't
use   intrastate   revenues  in  determining  a  carriers'   universal   service
contribution and rejected the so-called flowback method of collecting  universal
service  contributions  through access charges. To implement the Fifth Circuit's
decision,  the F.C.C.  adopted an order in 1999 making  revisions  to its rules,
requiring,  among other things,  that  incumbent  LECs recover  their  universal
service  contributions  either through  interstate  access charges or interstate
end-user    charges   based   on   interstate   and    international    end-user
telecommunications  revenues only. In October,  1999, the Commission adopted two
orders in connection  with universal  service  reform.  In the first order,  the
F.C.C. completed development of the cost model to be used as a basis for federal
universal service support. In the second order, the F.C.C. adopted a methodology
based on the  results of the cost model to  calculate  the level of support  for
non-rural  carriers serving  high-cost areas. In addition,  the F.C.C. held that
the  amount  of  support  provided  to  carriers  on a  per-line  basis  by  the
forward-looking mechanism will be no less than the amount of support provided to
the carrier by the present  mechanism but that federal universal service support
will be portable among all eligible telecommunications carriers. If a competitor
acquires a subscriber line from an incumbent  receiving support,  the competitor
will receive the incumbent's federal universal service support for that line.

The regulatory  proceedings  occurring at the state and federal levels described
above may  broaden  the  scope of  competition  in the  provision  of  regulated
services  and  change  the  rates  and rate  structure  for  regulated  services
furnished by Roseville  Telephone,  the effects of which on Roseville  Telephone
cannot yet be determined.

Item 4. Submission of Matters to a Vote of Security Holders

No  matters  were  submitted  to a vote of  security  holders  during the fourth
quarter of 2000.



<PAGE>


                      EXECUTIVE OFFICERS of the registrant

The names,  ages and positions of the executive  officers of the Company and its
subsidiaries as of March 8, 2001 are as follows:



<TABLE>
<CAPTION>

Name               Age   Principle occupation and business experience for past
                         five years
----               ---   -------------------------------------------------------
<S>                 <C>  <C>

Thomas E. Doyle     72   Chairman of the Board of Directors (since August 2000);
                         Vice Chairman (1998 to 2000); Vice President
                         (1972 - 2000) and Secretary-Treasurer (1965 -2000)
                         of the Company

Brian H. Strom      58   President and Chief Executive Officer of the Company
                         (since 1993)

Michael D. Campbell 52   Executive Vice President and Chief Financial Officer of
                         the Company (since April 1996) and Treasurer
                         (since 2000); Vice President and Chief Financial
                         Officer (1994 to 1996)

Jay B. Kinder       56   Executive Vice President and Chief Operating Officer -
                         Roseville Telephone Company (since December 2000); Vice
                         President, Customer Services (1996 to 2000); Director
                         of Marketing and Planning (1993 to 1996)

Bill M. DeMuth      51   Vice President and Chief Technical Officer  of the
                         Company (since October 2000); Executive Director,
                         Network Services - Roseville Telephone Company (1998 to
                         October 2000); Director, Network Services (1997 to
                         1998); Manager, Network Maintenance and Planning
                         (1994 to 1997)

David Marsh         52   Vice President and Chief Information Officer of the
                         Company(since December 2000); President and Chief
                         Executive Officer RnetEC, Inc (1999 to 2000); Chief
                         Information Officer - Pierce Leahy (1994 to 1999)

Robert M. Burger    44   Vice President and Chief Operating Officer - RCS
                         Wireless (since June 2000); General Manager (1998 to
                         2000); Chief Financial Officer, Fourth Communications
                         Network, Inc. (1997 to 1998); Vice President Finance
                         and Business Communications, Fourth Communications
                         Network, Inc. (1996 to 1997); General Manager - Central
                         California/Northern Nevada, Nextel Communications (1995
                         to 1996); Business Operations Manager, Nextel
                         Communications (1993 to 1995)

</TABLE>

<PAGE>



<TABLE>
<CAPTION>

Name              Age   Principle occupation and business experience for past
                        five years
----              ---   --------------------------------------------------------
<S>               <C>    <C>

Philip D. Germond  51    Vice President, Customer Services and Marketing -
                         Roseville Telephone Company (since December 2000); Vice
                         President, Marketing (1997 to December, 2000); Director
                         of Marketing and Sales (1996 to 1997); Product and
                         Services Manager (1989 - 1995)

Fred  A. Arcuri    48    Vice President and Chief Operating Officer - RCS
                         Internet and Vice President RCS Digital Services (since
                         June 2000); Executive Director of Emerging Businesses
                         (1999 to 2000); Director of Marketing and Product
                         Development (1998 to 1999); Product and Service Manager
                         (1995 to 1998)

Neil J. Doerhoff   49    Secretary of the Company (since August 2000); Financial
                         Consultant; Corporate Secretary (From 1987 - 2000),
                         Raley's

Darla J. Yetter    40    Assistant Secretary of the Company (since August 2000);
                         Assistant to the President and Chief Executive Officer
                         (1994 to 2000)

</TABLE>


<PAGE>


                                     PART II

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters

The common stock of the Company trades principally in local transactions without
the benefit of an established  public trading market. As a result of the minimal
number of stock  transactions,  the Company's  information with respect to price
per  share  is  derived  from  reports  provided  by  the  Company's  Retirement
Supplement Plan, the Employee Stock Ownership Plan  (collectively,  the "Plans")
and  disclosure,   in  limited  circumstances,   of  third  party  transactions.
Transactions  in the  Company's  common  stock  were  effected  by the  Plans at
approximately  $30 per share  during the first  quarter  of 1999,  $31 per share
during the second  quarter of 1999,  $32 per share  during the third  quarter of
1999 and $33 per share during the fourth  quarter of 1999.  Transactions  in the
Company's  common  stock were  effected by the Plans at $34 per share during the
first quarter of 2000,  $37 per share during the second quarter of 2000, $38 per
share during the third and fourth quarters of 2000 and $40 per share thereafter.

The Company's  approximate  number of shareholders  was 8,522 as of March 8,
2001.

The Company  paid cash  dividends on its common stock of $.25 per share for each
quarter of 1999 and 2000.

Item 6. Selected Financial Data

<TABLE>
<CAPTION>

                                 2000       1999      1998      1997     1996
                                -----       ----      ----      ----     ----
                  (amounts in thousands, except per share amounts)
<S>                             <C>       <C>       <C>       <C>       <C>
Total operating revenues        $143,316  $140,801  $126,682  $114,888  $105,566
Gain on sale of investment in
 cellular partnership           $201,294         -         -         -         -
Net income                      $125,793  $ 31,750  $ 25,049  $ 22,971  $ 21,461

Basic earnings per share(1)     $   8.06  $   2.01  $   1.58  $   1.45  $   1.36
Diluted earnings per share(1)   $   8.05  $   2.01  $   1.58  $   1.45  $   1.36

Extraordinary loss, net of tax  $(10,932) $      -  $      -  $      -  $      -

Cumulative effect of change
 in accounting principle,
 net of tax                     $ (3,273) $      -  $      -  $      -  $      -

Extraordinary loss, net of
 tax, basic and
 diluted earnings per share     $  (0.70) $      -  $      -  $      -  $      -

Cumulative effect of change
 in accounting principle,
 net of tax, basic and
 diluted earnings per share     $  (0.21) $      -  $      -  $      -  $      -

Pro forma amounts assuming the accounting change is applied retroactively:

 Income before extraordinary
  loss and cumulative effect
  of change in accounting
  principle                   $ 139,998  $ 31,926  $ 24,749  $ 22,373  $ 20,594

Net income                    $ 129,066  $ 31,926  $ 24,749  $ 22,373  $ 20,594

Basic earnings per share:

Income before extraordinary
 loss and cumulative effect
 of change in accounting
 principle                    $    8.97  $   2.02  $   1.56  $   1.41  $   1.30

Net income                    $    8.27  $   2.02  $   1.56  $   1.41  $   1.30

Diluted earnings per share:

Income before extraordinary
 loss and cumulative effect
 of change in accounting
 principle                    $    8.96  $   2.02  $   1.56  $   1.41  $   1.30

Net income                    $    8.26  $   2.02  $   1.56  $   1.41  $   1.30

Cash dividends per share(2)   $    1.00  $   1.00  $    .85  $   0.63  $   0.57
Property, plant and
 equipment, at cost           $ 469,389  $383,896  $328,437  $297,057  $275,563
Total assets                  $ 528,942  $333,187  $315,877  $276,297  $267,881
Long-term debt                $  44,285  $ 46,428  $ 48,571  $ 22,322  $ 28,036

Shares of common stock used to calculate:
  Basic earnings per share(1)    15,610    15,815    15,815    15,815    15,815
  Diluted earnings per
   share(1)                      15,630    15,822    15,815    15,815    15,815
</TABLE>

--------------------------------------------------------------------------------
(1) Shares used in the computation of basic earnings per share are based on the
    weighted average number of common shares outstanding.  Shares used in the
    computation  of  diluted  earnings  per share  are based on the  weighted
    average   number  of  common  and  unvested   restricted   common  shares
    outstanding in each period.  All other  potentially  dilutive  securities
    have  been  excluded  from  the  computation   because  their  effect  is
    anti-dilutive.

(2) Cash  dividends per share are based on the actual  dividends per share,  as
    declared by the Company's  Board of Directors.


<PAGE>


Item 7.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations

Results of Operations

Company Overview

Roseville  Communications  Company  (the  "Company")  is a holding  company with
subsidiaries  operating  in  the  Telecommunications  ("Telecom")  and  Personal
Communications Services ("PCS") segments.

The  Telecom  segment is aligned  with  specific  subsidiaries  of the  Company.
Roseville Telephone Company ("Roseville  Telephone"),  a wholly-owned subsidiary
of the Company,  provides  local and toll  telephone  services,  network  access
services,  billing and collection services,  directory  advertising services and
certain nonregulated services.  Additionally,  Roseville Telephone and Roseville
Alternative Company  ("Roseville  Alternative") owned an approximate 24% limited
partnership  interest in  Sacramento-Valley  Limited Partnership  ("SVLP") which
provided  cellular  telephone  service  principally  in  California.   Roseville
Directory Company ("RCS Directories"), a wholly-owned subsidiary of the Company,
produces,  publishes and distributes  Roseville  Telephone's directory including
the sale of yellow pages  advertising.  RCS  Directories  is also engaged in the
business of producing, publishing and distributing directories in other Northern
California  communities  outside of  Roseville  Telephone's  service  area.  The
Company's wholly-owned  subsidiary,  Roseville Long Distance Company ("Roseville
Long  Distance"),  is engaged in the  provision of long distance  services.  The
Company's wholly-owned  subsidiary,  RCS Internet Services ("RCS Internet"),  is
engaged in the provision of high speed internet services.

The PCS segment  consists of the Company's  wholly-owned  subsidiary,  Roseville
PCS, Inc., which is the manager of and has an approximate 97.6% interest in West
Coast PCS LLC (d.b.a.  "RCS  Wireless"),  which was formed together with another
entity not controlled by the Company for the purpose of providing PCS.

The Company expects that the sources of its revenues and its cost structure will
be different in future periods as a result of its entry into new  communications
markets.

Sale of SVLP

On November 3, 2000,  Roseville  Telephone and Roseville  Alternative sold their
collective  24% interest in SVLP to Verizon  Wireless for  approximately  $236.2
million,  resulting  in a gain of $201.3  million.  As of December  31, 2000 the
Company had a $5.5 million  receivable from Verizon  Wireless,  which originated
prior  to  the  sale.  Subsequently,  the  Company  received  $5.1  million  and
anticipates receiving the balance during 2001.

The Company believes that the sale of the limited partnership  interest furthers
its  strategy to focus  resources on  expansion  of the  Company's  own wireless
operation,   RCS  Wireless,   and  other  of  the  Company's  emerging  business
operations.

Extraordinary Loss

As described in Note 2 to the Consolidated  Financial Statements of the Company,
Roseville  Telephone  discontinued  applying  Statement of Financial  Accounting
Standards  ("SFAS")  No. 71,  "Accounting  for the  Effects of Certain  Types of
Regulation,"  in December  2000.  Management  determined  that, as a result of a
significant  increase in competition  within Roseville  Telephone's  traditional
service  area  and  anticipated  changes  in  its  regulatory   framework,   the
application of SFAS No. 71 was no longer appropriate for Roseville Telephone. As
a  result  of the  discontinuation  of  SFAS  No.  71  accounting  by  Roseville
Telephone,  the  Company  recorded  an  extraordinary  non-cash  charge of $10.9
million, which is net of related tax benefits of $7.6 million, in December 2000.

Cumulative Effect of a Change in Accounting Principle

During the fourth quarter of 2000, the Company changed its method of accounting,
retroactive   to  January  1,  2000,   for   up-front   fees   associated   with
telecommunications  service activation in accordance with the guidance contained
in the Securities Exchange Commission ("SEC") Staff Accounting Bulletin No. 101,
"Revenue  Recognition in Financial  Statements" ("SAB 101"), which was issued by
the SEC in December 1999.  Previously,  the Company had recognized such up-front
fees as revenues upon  activation of service.  Under the new accounting  method,
the Company now recognizes up-front fees associated with service activation over
the expected  duration of the customer  relationships.  The cumulative effect of
the change on prior years  resulted  in a charge to 2000 income of $3.3  million
(net of income  taxes of $2.3  million).  The  effect of the  change on the year
ended December 31, 2000 was to decrease operating revenue by $853 thousand.  For
the year ended December 31, 2000, the Company recognized $2.4 million of revenue
relating  to  activation  revenue  previously  deferred in  connection  with the
cumulative effect adjustment, as of January 1, 2000.

Revenue Overview

The Telecom  segment  derives its revenue from services  subject to  regulation,
long distance services,  directory advertising  services,  internet services and
the sale of non-regulated products and services.

Revenues  from services  subject to  regulation,  which  include local  service,
network  access  service  and  toll  service  revenues  generated  by  Roseville
Telephone,  constituted  approximately  75%, 80% and 80% of the Company's  total
operating  revenues in 2000, 1999 and 1998,  respectively.  Revenues  subject to
regulation are derived from various sources,  including billings to business and
residential  subscribers  for basic  exchange  services,  extended  area service
charges;  surcharges  mandated by the  California  Public  Utilities  Commission
("P.U.C.");   billings  to  Pacific  Bell,  a  wholly-owned  subsidiary  of  SBC
Communications  Inc.,  ("Pacific  Bell"),  long distance  carriers,  competitive
access  providers  and  subscribers  for  network  access  services;  interstate
settlement revenues from the National Exchange Carrier Association;  and support
payments from the Universal Service Fund and a California High Cost Fund.

Total  revenues  from  telephone  services are affected by rates  authorized  by
various regulatory agencies.  Intrastate service rates are subject to regulation
by the P.U.C. Roseville Telephone also had agreements with Pacific Bell relating
to  extended  area  service  settlements  that  expired on  December  31,  2000.
Interstate service rates are subject to regulation by the Federal Communications
Commission  ("F.C.C.").  With respect to  intrastate  toll calls,  interexchange
carriers  are  assessed  access  charges  based on  tariffs  filed by  Roseville
Telephone.  With respect to interstate  services,  Roseville Telephone has filed
its own tariff  with the  F.C.C.  for all  elements  of access  services  except
carrier common line charges,  for which Roseville Telephone concurs with tariffs
filed by the National Exchange Carrier Association.

Interstate  access  charges  and  carrier  common  line  revenues  are  based on
extensive cost separation  studies which utilize  estimated cost information and
projected demand usage. During the two-year monitoring period ended December 31,
2000 ("Monitoring  Period"),  the Company experienced  significant  increases in
internet  traffic.  The F.C.C.  currently  requires  that the costs of  internet
traffic be assigned to the  intrastate  jurisdiction  for  separation  purposes;
accordingly,  the  increase in  internet  traffic  caused a  reduction  in costs
allocated to the Company's interstate  jurisdiction.  Additionally,  the Company
has  experienced an increase in its  interstate  access traffic in excess of the
forecasted  demand  utilized  in its  cost  studies  for the  Monitoring  Period
resulting from the 1999 introduction of Digital Subscriber Line ("DSL") service.
Based  on  the  results  of the  Company's  preliminary  cost  studies  for  the
Monitoring Period, the Company believes that its interstate  earnings were above
those  authorized  by the FCC.  Accordingly,  in the fourth  quarter of 2000 the
Company recorded an additional liability to various telecommunications  entities
aggregating $8.1 million through a charge to operating revenues.  Therefore,  as
of  December  31,  2000,  the  Company  had  an  aggregate  liability  to  these
telecommunications   entities  of  $10.8  million   relating  to  its  estimated
interstate sharing obligation.

Roseville Telephone bills Pacific Bell various charges for certain local service
and network access service  revenues  pursuant to certain  agreements  described
below. Of the Company's  total  operating  revenues in 2000, 1999 and 1998, 11%,
11% and 13%,  respectively,  were  recorded  under  these  agreements.  In 1999,
Pacific Bell expressed  interest in withdrawing from the designated carrier plan
("DCP")  for  Roseville  Telephone's  toll  traffic  and  to  enter  into a new,
permanent compensation arrangement for extended area service ("EAS"). The DCP is
a  compensation  arrangement  between  Roseville  Telephone and Pacific Bell for
certain  intraLATA  toll services.  Pacific Bell also paid  Roseville  Telephone
$11.5 million per year for EAS pursuant to a Settlement Transition Agreement. In
November  2000, the P.U.C.  authorized  Pacific Bell to terminate its annual EAS
payments to Roseville  Telephone,  authorized  replacement funding on an interim
basis using the current reserve in the California  High Cost Fund-B,  and denied
permanent  replacement  funding at this time pending  further  proceedings to be
held during 2001 and 2002. These  proceedings will determine the extent to which
recovery of all,  none,  or a portion of the $11.5  million  annual EAS payments
should come from Roseville  Telephone's  ratepayers or other regulatory recovery
mechanisms.  The results of these  proceedings  and their  potential  effects on
Roseville Telephone cannot yet be determined.  In addition,  Roseville Telephone
and Pacific  Bell have agreed to allow the  current  DCP  arrangement  to expire
without renewal in December 2001.

In December  1996,  the P.U.C.  issued a decision in connection  with  Roseville
Telephone's  general rate proceeding,  which authorized  Roseville  Telephone to
implement a New Regulatory  Framework ("NRF") for services  furnished within the
State of  California  in order to  accommodate  market and  regulatory  movement
toward  competition and greater pricing  flexibility.  Under the NRF,  Roseville
Telephone is subject to ongoing monitoring and reporting requirements, including
a  sharing  mechanism  whereby  Roseville  Telephone  may be  required  to share
earnings  with  customers  based on its earned annual  rate-of-return.  In April
1999,  the  P.U.C.  issued a  decision  modifying  the  rate  case  decision  by
increasing  the Company's  rates to correct  certain legal and factual errors in
the original rate case  decision.  This  modification  resulted in 1) a one-time
increase to revenues  subject to regulation for the year ended December 31, 1999
of $958 thousand  retroactive to 1997 and 2) an annual increase of approximately
$328 thousand to revenues subject to regulation.

In accordance with the  requirements  of its general rate case order,  Roseville
Telephone  filed an application  for review of its NRF in 1999.  This proceeding
considered  modifications to the NRF structure,  including  potential changes to
the  current  monitoring  and  reporting  requirements,   the  earnings  sharing
mechanism,   promotional  and  pricing  flexibility,  and  related  matters.  In
addition,   the  P.U.C.  Office  of  Ratepayer  Advocates  ("ORA")  undertook  a
verification  audit  of  Roseville  Telephone's   non-regulated  and  affiliated
transactions  pursuant to the general  rate case and other  P.U.C.  orders.  The
ORA's audit report was considered in the NRF proceeding. A proposed decision was
issued in December 2000. The proposed decision, if adopted by the P.U.C., would,
among other things,  suspend the sharing mechanism beginning in 2001 and require
Roseville Telephone to amend its intrastate  shareable earnings filing for 1999.
In accordance with the provisions of the proposed decision, the Company recorded
an additional  liability in the fourth quarter of 2000  aggregating $3.2 million
through a charge to operating revenues.  Therefore, as of December 31, 2000, the
Company had an aggregate  liability of $5.5  million  relating to its  estimated
intrastate sharing obligation.

The PCS segment  derives  its revenue  from the  provision  of wireless  digital
personnel   communication  services  and  the  sale  of  related  communications
equipment.

2000 versus 1999

Net income for 2000 was $125.8  million,  or $8.06 per share,  compared with net
income of $31.7  million,  or $2.01 per share,  for 1999.  The  increase  in net
income and earnings per share for 2000 was due principally to the gain of $201.3
million from the sale of the  Company's  limited  partnership  interest in SVLP.
This gain was offset by a one-time non-cash  extraordinary  loss relating to the
discontinuance  of  SFAS  No.  71.  of  $10.9  million,  net of  taxes,  and the
cumulative  effect of a change in accounting  principle of $3.3 million,  net of
taxes.  There was also a modest increase in operating  revenues of $2.5 million,
offset by an increase of $21.7 million in operating  expenses due principally to
the Company's aggressive expansion into new telecommunications markets including
wireless, internet, broadband and data services.

Operating Revenues:

Revenues subject to regulation, which include local and network access services,
decreased  in the  aggregate  by $5.1  million,  or 5%,  compared to 1999.  This
decrease was due to reductions to operating  revenues of $11.3 million  relating
to the Company's  estimated  interstate and intrastate sharing obligations noted
above,  and  one-time  positive  adjustments  of $1.4  million  recorded in 1999
relating to interstate access  settlements and the rate case modification  noted
above. Revenue subject to regulation also decreased due to the implementation of
SAB 101, as discussed both above and below. These decreases in local and network
access  service  revenues were  partially  offset by the combined  effects of 1)
access lines growth of 2%, 2) increases in custom calling,  voice mail and other
enhanced network services,  3) increased network access revenues due to expanded
demand  for  data  services  and  larger  minutes-of-use   volumes  and  4)  the
introduction of DSL services in August 1999.

Directory advertising revenues increased $55 thousand, or less than 1%, compared
to 1999 due to a modest  increase in  advertising  sales relating to independent
directories  published outside of Roseville  Telephone's  service area. Revenues
from  non-regulated  sales  and  services  increased  by $1.6  million,  or 26%,
compared to 1999 due primarily to the effects of several large equipment sales.

Other operating  revenues  primarily consist of wireless PCS, internet services,
long distance services,  billing and collection services and other miscellaneous
services.  Other operating revenues increased $5.9 million,  or 63%, compared to
1999 due  primarily to an increase in the market  penetration  of long  distance
services and the  introduction  of wireless  and  internet  services in June and
August of 1999, respectively.

Operating Expenses:

Total operating expenses increased $21.7 million, or 22%, compared to 1999. Cost
of  services  and  products  increased  $9.1  million,  or 24%,  during 2000 due
primarily to an increase in tower rents related to the  continuing  expansion of
the coverage area of RCS Wireless, transport costs associated with long distance
services, and modem and transport costs related to internet services.

Customer  operations  expense  increased $7.2 million,  or 42%,  during 2000 due
primarily to marketing and advertising  costs associated with wireless  services
and increased  labor costs relating to customer  support  activities  associated
with internet services.

General and administrative  expenses decreased $1.1 million, or 5%, during 2000.
Increases in various  general and  administrative  costs during 2000 compared to
1999 were  offset by costs  related to  computer  upgrades in 1999 which did not
occur in 2000.

Depreciation and amortization  increased $6.5 million,  or 29%, during 2000 as a
result of an increase in telephone and wireless  plant and the  amortization  of
network software and PCS licenses.

Other Income, Net:

Other income, net, increased $201.4 million, compared to 1999 due principally to
the $201.3 million gain on the sale of the Company's interest in SVLP. Excluding
the gain on the sale of the  Company's  investment in SVLP,  other income,  net,
increased  $60  thousand,  or less than 1%,  compared to 1999.  Interest  income
increased  $1.1  million,  or 63%,  during  2000 as a result of  larger  average
invested balances. Interest expense increased $758 thousand, or 22%, compared to
1999 due to an increase in the  Company's  average  outstanding  balances on its
credit facility during 2000.

Income Taxes:

Income  taxes  increased  $73.9  million  compared to 1999 due  primarily to the
Company's $201.3 million gain on the sale of its interest in SVLP. The effective
federal and state income tax rate was 40.5% in 2000 compared to 40.1% in 1999.

Extraordinary Loss:

Roseville  Telephone  discontinued  applying  SFAS No. 71,  "Accounting  for the
Effects of Certain Types of  Regulation,"  in December 2000 as described  above,
which resulted in the  recognition of $10.9 million  extraordinary  loss, net of
tax.

Cumulative Effect of a Change in Accounting Principle:

During the fourth quarter of 2000, the Company changed its method of accounting,
retroactive   to   January   1,  2000  for   up-front   fees   associated   with
telecommunications  service activation in accordance with the guidance contained
in SAB 101 which was issued by the SEC in December 1999, as described above.

1999 versus 1998

Net income for 1999 was $31.7  million,  or $2.01 per share,  compared  with net
income of $25.0  million,  or $1.58 per share,  for 1998.  The  increase  in net
income  and  earnings  per share for 1999 over 1998 was due  principally  to the
strong  economic  growth in the  Company's  local  exchange  service  area,  the
introduction  of new products  and  services,  the results of various  marketing
initiatives and operational and financial efficiencies gained from the Company's
diversification and cost containment initiatives.

Operating Revenues:

Revenues  subject to regulation  increased  $10.7 million,  or 11%,  compared to
1998. This increase was due to the combined  effects of 1) access line growth of
5%, 2) improved  penetration in custom calling,  voice mail,  national directory
assistance  and other enhanced  network  services,  3) increased  network access
revenues due to larger minute-of-use volumes and expanded demand for special
access services,  4) a  one  time  increase  of  $812  thousand  to  interstate
access settlement revenues relating to 1998 and 5) a one time increase of $958
thousand retroactive  to 1997  relating  to the  modification  to  Roseville
Telephone's general rate case decision.

Directory advertising revenues increased $1.4 million, or 12%, compared to 1998.
The increase was due to an increase in advertising  sales from surrounding areas
relating to Roseville  Telephone's  directory,  the  addition of an  independent
directory outside of Roseville  Telephone's service area, and the publication of
another local exchange carrier's telephone  directory.  Other revenues increased
$2.2  million  or 30% over  1998 due  primarily  to market  penetration  of long
distance services and the introduction of PCS services in June 1999.

Operating Expenses:

Operating  expenses  increased  $5.2  million or 6%,  compared to 1998.  Cost of
services and products  increased $2.3 million,  or 6%, during 1999 due primarily
to an  increase in  transport  costs  associated  with long  distance  services,
increased  publishing and distribution  costs relating to directory  advertising
and start up costs  associated  with testing and  implementing  the PCS network.
These  increases were partially  offset by the adoption of Statement of Position
98-1 as discussed more fully below.

Customer  operations  expense  increased  $1.0  million,  or 6%, during 1999 due
primarily  to  increased  labor costs  related to an increase in  personnel  and
marketing and customer service costs associated with long distance services, the
Company's PCS operations, and the introduction of internet services.

General and administrative costs increased $248 thousand, or 1%, during 1999 due
primarily to increased labor costs and administrative  costs associated with the
introduction of PCS and internet  services.  These increases were largely offset
by the adoption of Statement of Position 98-1 as discussed more fully below.

Depreciation and amortization expense increased $1.7 million, or 8%, during 1999
as a result of an increased investment in property, plant and equipment.

In March 1998, the American  Institute of Certified  Public  Accountants  issued
Statement  of Position  98-1,  "Accounting  for the Costs of  Computer  Software
Developed  or Obtained  for  Internal  Use" ("SOP  98-1").  SOP 98-1,  which the
Company was required to adopt in 1999,  requires the  capitalization  of certain
costs incurred in connection with developing or obtaining internal use software.
Prior to adoption of SOP 98-1,  the Company  expensed  all internal use software
related  costs as  incurred.  The effect of adoption SOP 98-1 was an increase in
net income of $3.2 million for 1999.

Other Income, Net:

Other  income,  net,  increased  $2.4  million,  or 30%,  compared  to 1998  due
primarily to an increase of $1.2 million in income attributable to the Company's
interest in SVLP.  The  Company's  equity in the  earnings  of SVLP  constituted
approximately  19% and 21% of  income  before  income  taxes  for 1999 and 1998,
respectively.  Interest income increased $443 thousand, or 35%, during 1999 as a
result of  larger  average  invested  balances  during  1999.  Interest  expense
increased $748 thousand,  or 28%,  during 1999 as a result of an increase in the
Company's average outstanding long-term debt balances.

Income Taxes:

Income taxes increased $4.6 million,  or 27%,  compared to 1998 due primarily to
the increase in income  subject to tax. The  effective  federal and state income
tax rate was 40.1% in 1999 compared to 40.0% in 1998.

Pending Accounting Pronouncement

The Financial Accounting Standards Board has issued SFAS No. 133,
"Accounting  for  Derivative  Instruments  and  Hedging  Activities,"  which  is
effective for the Company in 2001.  Management believes the adoption of SFAS No.
133  will  not have an  impact  on the  Company's  2001  consolidated  financial
statements.

Liquidity and Capital Resources

As reflected in the Consolidated  Statements of Cash Flows, net cash provided by
operating activities was $53.1 million, $42.7 million and $41.0 million in 2000,
1999 and 1998,  respectively.  The increase in operating cash flows for 2000 was
primarily  due to the timing of  payables  and other  accrued  liabilities.  The
Company also experienced a significant  increase in cash and cash equivalents as
a result of the sale of its limited  partnership  interest in SVLP.  The Company
used cash flows from  operations and existing cash and cash  equivalents to fund
1)  capital   expenditures   of  $87.2  million   pertaining  to  ongoing  plant
construction  projects,  2) dividends of $15.6 million, 3) principal payments of
$2.1 million to retire  long-term debt and 4) the repurchase of $13.1 million of
common stock.

During 2000,  the Company  received  proceeds in excess of $236 million from the
sale of its  partnership  interest in SVLP.  As of December 31, 2000 the Company
had a $5.5 million  receivable from Verizon Wireless,  which originated prior to
the sale.  Subsequently,  the Company  received  $5.1  million  and  anticipates
receiving the balance during 2001.

In February 2000, the Board of Directors  authorized the repurchase of up to one
million shares of the Company's common stock. The shares are purchased from time
to time in the open market or through privately negotiated  transactions subject
to overall  financial  and market  conditions.  Through  December 31, 2000,  the
Company repurchased 328,944 shares of common stock. As a result, the Company has
authorization  from the Board of Directors to repurchase  an additional  671,056
outstanding shares.

In March 2000,  the Company  entered  into a revolving  credit  facility for $30
million with a term of three  years.  In  September  2000,  the bank amended the
credit  facility  increasing  the  borrowing  capacity  from $30  million to $50
million.  Prior to the sale of the  Company's  interest  in SVLP on  November 3,
2000, the Company had utilized $40 million of its borrowing capacity.  A portion
of the proceeds  received  from the sale of the  Company's  interest in SVLP was
used to retire all the Company's  indebtedness under the credit facility.  As of
December  31,  2000 the  Company  had $50  million  available  under the  credit
facility.

The  Company's  most  significant  use of funds in 2001 is expected to be for 1)
budgeted capital  expenditures of approximately  $58.8 million, 2) net operating
expenditures  of up to $15.0  million  relating to RCS  Wireless,  3)  scheduled
payments of long-term debt of $2.1 million and 4) the purchase by the Company of
shares of its outstanding common stock pursuant to the repurchase program.

In  addition  to net  cash  provided  by  operations  and  existing  cash,  cash
equivalents and short-term  investments,  the Company may consider other sources
of external financing,  including  short-term  borrowings or long term debt, for
the purposes of funding future capital expenditures and potential investments.

Regulatory and Legal Matters

In 1996,  Congress passed the  Telecommunications  Act of 1996 (the "Act") which
significantly   changed  the  regulatory   environment  for   telecommunications
companies.  Beginning in 1996, the F.C.C.  adopted orders implementing the Act's
provisions to open local exchange  service  markets to  competition.  The F.C.C.
rules outline pricing  methodologies for the states to follow when setting rates
for resale,  interconnection and unbundled network elements. In 1997, the United
States Court of Appeals for the Eighth  Circuit  found that the F.C.C.  exceeded
its jurisdiction in connection with some of its orders  implementing the Act. In
early 1999,  the United  States  Supreme  Court  reversed  the Eighth  Circuit's
determinations that the F.C.C. lacked authority to implement the Act by adopting
local  pricing  standards  or to bar  incumbent  local  exchange  carriers  from
separating  already-combined unbundled network elements ("UNEs") before offering
them  to   competitors.   The  Supreme  Court  also   reinstated   the  agency's
"pick-and-choose"  rules.  However,  the Supreme Court  invalidated the F.C.C.'s
original  list of UNEs,  saying the F.C.C.  had failed to  determine  that those
elements were necessary for competitors to offer service.  The F.C.C. has opened
a proceeding to review this issue in light of the Supreme Court's order,  and in
September 1999,  adopted an order identifying UNEs that incumbent local exchange
carriers ("ILECs") must make available to competitors.  In July 2000, the United
States Court of Appeals for the Eighth  Circuit  vacated the FCC's Total Element
Long Run Incremental Cost ("TELRIC")  pricing standard for determining the price
that ILECs can charge to CLECs seeking use of unbundled  network  elements.  The
Supreme Court decision also remanded the  reasonableness  of TELRIC pricing back
to the Eighth Circuit for  determination.  In addition,  the Circuit's  decision
also vacated,  among other things,  the FCC's rules which define "avoided retail
costs" for purposes of determining  wholesale rates, the FCC's proxy prices, the
FCC's rules which addressed the identification of additional network elements to
be unbundled,  and the FCC's superior quality and additional combinations rules.
In January 2001,  the United States granted a petition for writ of certiorari to
review the Eighth Circuit's opinion with respect to 1) whether the appeals court
erred in holding that the Act  "forecloses the cost  methodology  adopted by the
FCC, which is based on the efficient  replacement  cost of existing  technology"
for determining what new entrants must pay ILECs for interconnection; 2) whether
the appeals  court erred in holding  that neither the  constitution  nor the Act
requires an ILEC's  "historical  costs" to be taken into  account in setting the
rates it can  charge  for access to  network  elements;  and 3) whether  the Act
prohibits  regulators from requiring that incumbents "combine certain previously
uncombined  network  elements" when the new entrant requests the combination and
offers to pay for the extra work. Given the Act's recent  enactment,  the Eighth
Circuit's decision vacating portions of the F.C.C.'s interconnection orders, the
Supreme  Court's  order  reversing  much of the  Eighth  Circuit's  decision  on
interconnection  pricing,  the recent actions taken by the F.C.C.  to promulgate
rules and  regulations on access charge and universal  service  reform,  and the
various  on-going  legal  challenges  considering  the  validity of these F.C.C.
orders,  it is not yet  possible  to  determine  fully the impact of the Act and
related F.C.C. regulations on Roseville Telephone's operations.

In 1997,  the F.C.C.  adopted orders on access charge reform and a new universal
service program.  The F.C.C.'s order on access charge reform  generally  removed
from   minute-of-use   access   charges   costs  that  are  not  incurred  on  a
per-minute-of-use  basis. The F.C.C. also adopted changes to its interstate rate
structure  for  transport  services  which are  designed to move the charges for
these  services to more  cost-based  levels.  The  F.C.C.'s  order on  universal
service reformed the existing system of universal  service in a manner that will
permit local telephone  markets to move to a competitive arena In July 1999, the
United  States  Court  of  Appeals  for the  Fifth  Circuit  issued  an  opinion
addressing  challenges to the F.C.C.'s universal service order. The Court upheld
the F.C.C.'s  authority to implement its program for funding  telecommunications
services for schools and libraries and rejected  challenges on technical  issues
such as the F.C.C.'s use of models in determining  universal service.  The Court
ruled,  however,  that the F.C.C. can't use intrastate revenues in determining a
carrier's  universal  service  contribution and rejected the so-called  flowback
method of collecting universal service  contributions through access charges. To
implement the Fifth Circuit's decision,  the F.C.C.  adopted an order in October
1999,  making  revisions to its rules,  effective in November  1999,  requiring,
among other things,  that ILECs recover their  universal  service  contributions
either through interstate access charges or interstate end-user charges based on
interstate  and  international  end-user  telecommunications  revenues  only. In
October 1999,  the  Commission  adopted two orders in connection  with universal
service reform. In the first order, the F.C.C. completed development of the cost
model to be used as a basis for federal universal service support. In the second
order, the F.C.C.  adopted a methodology  based on the results of the cost model
to  calculate  the level of support for  non-rural  carriers  serving  high-cost
areas.  In  addition,  the F.C.C.  held that the amount of support  provided  to
carriers on a per-line  basis by the  forward-looking  mechanism will be no less
than the amount of support provided to the carrier by the present  mechanism but
that  federal  universal  service  support  will be portable  among all eligible
telecommunications  carriers. If a competitor acquires a subscriber line from an
incumbent receiving support, the competitor will receive the incumbent's federal
universal service support for that line.

Given the Act's relatively recent  enactment,  the ongoing actions of the F.C.C.
to implement the Act, and the various ongoing legal  challenges  considering the
validity of these F.C.C.  orders,  it is not yet possible to determine fully the
impact  of the Act and  related  F.C.C.  regulations  on  Roseville  Telephone's
operations.

The Company's  financial  condition and results of operations have been and will
be  affected  by recent and  future  proceedings  before  the P.U.C.  and F.C.C.
Pending before the F.C.C. and P.U.C. are proceedings which are considering:

      o    The rules governing the opening of markets to competition

      o    The goals and definition of universal telephone service in a changing
           environment,  including examination of subsidy support mechanisms for
           subscribers in high cost areas and issues of "carrier of last resort"
           and "franchise" obligations

      o    Rules  that  will  provide  non-discriminatory  access  by  competing
           service  providers  to the  network  capabilities  of local  exchange
           carriers

      o    A proposal  submitted  by a number of  parties in October  2000 which
           sets forth an interstate  access reform and universal service support
           proposal   for   ILECs   subject   to    rate-of-return    regulation
           (rate-of-return or non-price cap carriers).


The  eventual  impact  on the  Company  of the  effect  of all  the  proceedings
described above cannot presently be determined.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

The Company is subject to market risk  associated  with interest rate movements.
However,  the  Company's  market  risk  disclosure  pursuant  to  Item 7A is not
material and therefore not required.


<PAGE>


Item 8.  Financial Statements and Supplementary Data
                                                                            Page

Report of Independent Auditors ...........................................    25

Consolidated statements of income for each of the three years in the period
ended December 31, 2000 ...................................................   26

Consolidated balance sheets as of December 31, 2000 and 1999 ..............   29

Consolidated statements of shareholders' equity for each of the three years
in the period ended December 31, 2000 .....................................   31

Consolidated statements of cash flows for each of the three years in the
period ended December 31, 2000 ............................................   32

Notes to consolidated financial statements ...............................    34


<PAGE>


                         REPORT OF INDEPENDENT AUDITORS





The Board of Directors and Shareholders
Roseville Communications Company


We have  audited  the  accompanying  consolidated  balance  sheets of  Roseville
Communications  Company  as of  December  31,  2000 and  1999,  and the  related
consolidated statements of income, shareholders' equity, and cash flows for each
of the three  years in the period  ended  December  31,  2000.  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our  audits.   The  1999  and  1998   consolidated   financial   statements   of
Sacramento-Valley Limited Partnership (a partnership in which the Company had an
approximate 24% interest through November 3, 2000 - Note 5) have been audited by
other  auditors  whose reports have been furnished to us; insofar as our opinion
on the 1999 and 1998 consolidated  financial statements relates to data included
for Sacramento-Valley Limited Partnership, it is based solely on their reports.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We  believe  that our audits  and the  reports of other  auditors
provide a reasonable basis for our opinion.

In our  opinion,  based on our audits and the  reports  of other  auditors,  the
financial statements referred to above present fairly, in all material respects,
the  consolidated  financial  position of  Roseville  Communications  Company at
December 31, 2000 and 1999, and the  consolidated  results of its operations and
its cash flows for each of the three  years in the  period  ended  December  31,
2000, in conformity with accounting  principles generally accepted in the United
States.

As discussed in Note 2 to the  consolidated  financial  statements,  in 2000 the
Company   discontinued    accounting   for   the   operations   of   its   local
telecommunications   subsidiary  in  accordance   with  Statement  of  Financial
Accounting  Standards  No. 71,  Accounting  for the Effects of Certain  Types of
Regulation.  As discussed in Note 3 to the consolidated financial statements, in
2000 the Company  changed its method of accounting  for revenue  recognition  in
accordance  with guidance  contained in SEC Staff  Accounting  Bulletin No. 101,
Revenue Recognition in Financial Statements.


                                                           /s/Ernst & Young LLP




Sacramento, California
February 9, 2001


<PAGE>


                        Roseville Communications Company
                        consolidated statements of income
                  Years ended December 31, 2000, 1999 and 1998
                (amounts in thousands, except per share amounts)
<TABLE>
<CAPTION>

                                              2000         1999         1998
<S>                                         <C>            <C>          <C>
                                              ----         ----         ----
Operating revenues:
   Local service                           $ 65,708     $ 68,605     $ 62,728
   Network access service                    41,357       43,531       38,724
   Directory advertising                     13,044       12,989       11,593
   Nonregulated sales and service             7,931        6,284        6,431
   Other                                     15,276        9,392        7,206
                                           --------     --------     --------
     Total operating revenues               143,316      140,801      126,682

Operating expenses:
   Cost of services and products             46,662       37,558       35,305
   Customer operations and selling           24,350       17,108       16,108
   General and administrative                19,686       20,805       20,557
   Depreciation and amortization             28,891       22,378       20,684
                                           --------     --------     --------
     Total operating expenses               119,589       97,849       92,654
                                           --------     --------     --------
Income from operations                       23,727       42,952       34,028

Other income (expense):
   Interest income                            2,814        1,725        1,282
   Interest expense                          (4,223)      (3,465)      (2,717)
   Equity in earnings of cellular
    partnership                              10,089       10,129        8,904
   Gain on sale of investment in
    cellular partnership                    201,294            -            -
   Allowance for funds used during
    construction                              1,219        1,530          498
   Other, net                                   234          154         (244)
                                           --------     --------     --------
   Total other income, net                  211,427       10,073        7,723
                                           --------     --------     --------
Income before income taxes,
  extraordinary loss and cumulative
  effect of change in accounting
  principle                                 235,154       53,025       41,751

Income taxes                                 95,156       21,275       16,702
                                           --------     --------     --------
Income before extraordinary loss
  and cumulative effect of
  change in accounting principle            139,998       31,750       25,049
                                           --------     --------     --------
Extraordinary loss, net of $7.6
  million tax benefit                       (10,932)           -            -
Cumulative effect of change in
  accounting principle, net of
  $2.3 million tax benefit                   (3,273)           -            -
                                           --------     --------     --------
Net income                                 $125,793     $ 31,750     $ 25,049
                                           ========     ========     ========
</TABLE>
                             See accompanying notes.


<PAGE>


                        Roseville Communications Company
                  consolidated statements of income (CONTINUED)
                  Years ended December 31, 2000, 1999 and 1998
                (amounts in thousands, except per share amounts)
<TABLE>
<CAPTION>

                                           2000           1999          1998
<S>                                        <C>             <C>          <C>
                                           ----           ----          ----
Basic earnings per share:
Income before extraordinary loss
  and cumulative effect of change
  in accounting principle               $   8.97       $   2.01      $   1.58
Extraordinary loss
  net of tax benefit                        (.70)             -             -
Cumulative effect of change in
  accounting principle, net of tax
  benefit                                   (.21)             -             -
                                        ----------     ---------     --------
Net income                              $   8.06       $   2.01      $   1.58
                                        ==========     =========     ========
Shares of common stock used to
  calculate basic earnings per
  share                                   15,610         15,815        15,815
Diluted earnings per share:
Income before extraordinary loss
  and cumulative effect of change
  in accounting principle               $   8.96       $   2.01      $   1.58

Extraordinary loss, net of tax
 benefit                                    (.70)             -             -

Cumulative effect of change in
  accounting principle, net of
  tax benefit                               (.21)             -             -
                                        ----------     ---------     --------
Net income                              $   8.05       $   2.01      $   1.58
                                        =========      =========     ========
Shares of common stock used to
  calculate diluted earnings
  per share                               15,630         15,822        15,815

Dividends per share                     $   1.00       $   1.00      $    .85
                                        =========      =========     ========
Pro forma amounts assuming the accounting change is applied retroactively:

Income before extraordinary loss
  and cumulative effect of change
 in accounting principle                $139,998       $ 31,926      $ 24,749

Net income                              $129,066       $ 31,926      $ 24,749

Basic earnings per share:

Income before extraordinary loss
  and cumulative effect of change       $   8.97       $   2.02      $   1.56
 in accounting principle

Net income                              $   8.27       $   2.02      $   1.56
</TABLE>

                             See accompanying notes


<PAGE>


                        Roseville Communications Company
                  consolidated statements of income (CONTINUED)
                  Years ended December 31, 2000, 1999 and 1998
                (amounts in thousands, except per share amounts)
<TABLE>
<CAPTION>

Diluted earnings per share:
<S>                                    <C>            <C>             <C>

Income before extraordinary loss
  and cumulative effect of change      $   8.96       $   2.02        $   1.56
 in accounting principle

Net income                             $   8.26       $   2.02        $   1.56

</TABLE>













































                             See accompanying notes.


<PAGE>


                        ROSEVILLE COMMUNICATIONS COMPANY
                           CONSOLIDATED BALANCE SHEETS
                           December 31, 2000 and 1999
                             (amounts in thousands)
<TABLE>
<CAPTION>

                                ASSETS                    2000           1999
<S>                                                       <C>            <C>
                                ------                    ----           ----
Current assets:
   Cash and cash equivalents                           $169,955       $ 10,886
   Short-term investments                                 7,435          6,464
   Accounts receivable (less allowances of
     $142 and $436, respectively)                        24,515         20,399
   Receivable relating to cellular partnership            5,513              -
   Refundable income tax                                      -            330
   Inventories                                            3,696          2,510
   Deferred income tax asset                              6,613          1,625
   Deferred directory costs                               4,133          3,930
   Prepaid expenses and other current assets                547            251
                                                       --------       --------
     Total current assets                               222,407         46,395

Property, plant and equipment:
   In service                                           445,057        365,047
   Under construction                                    24,332         18,849
                                                       --------       --------
                                                        469,389        383,896
Less accumulated depreciation                           191,408        144,988
                                                       --------       --------
                                                        277,981        238,908

Investments and other assets:
   Long-term Certificate of
     Deposit with related party                          15,155              -
   Cellular partnership                                       -         38,426
   PCS licenses, at cost, net                             8,287          8,737
   LMDS licenses, at cost                                 4,642              -
   Deferred charges and other assets                        470            721
                                                       --------       --------
                                                         28,554         47,884
                                                       --------       --------
                                                       $528,942       $333,187
                                                       ========       ========
</TABLE>
















                             See accompanying notes.


<PAGE>



                        ROSEVILLE COMMUNICATIONS COMPANY
                     CONSOLIDATED BALANCE SHEETS (CONTINUED)
                           December 31, 2000 and 1999
                             (amounts in thousands)
<TABLE>
<CAPTION>

LIABILITIES AND SHAREHOLDERS' EQUITY                    2000            1999
------------------------------------                    ----            ----
<S>                                                  <C>              <C>
Current liabilities:
Current portion of long-term debt                    $  2,143        $  2,143
Accounts payable and other accrued
 liabilities                                           13,840           6,265
Payables to telecommunications entities                23,346           6,353
Advance billings and customer deposits                  1,359           2,014
Accrued income taxes                                   92,050               -
Accrued pension cost                                    7,061           5,128
Accrued compensation                                    3,742           4,253
                                                     --------        --------
Total current liabilities                             143,541          26,156

Long-term debt                                         44,285          46,428

Deferred income taxes                                   6,626          25,629

Other liabilities and deferred credits                  7,918           6,118

Minority interest in subsidiary                         1,570           1,256

Shareholders' equity:
   Common stock, without par value; 100,000
    shares authorized, 15,510 shares issued and
    outstanding (15,828 shares in 1999)               181,547         189,554
   Retained earnings                                  143,455          38,046
                                                     --------        --------
     Total shareholders' equity                       325,002         227,600
                                                     --------        --------
                                                     $528,942        $333,187
                                                     ========        ========

</TABLE>



















                             See accompanying notes.


<PAGE>



                        ROSEVILLE COMMUNICATIONS COMPANY
                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                  Years ended December 31, 2000, 1999 and 1998
                             (amounts in thousands)

<TABLE>
<CAPTION>
                                        Common Stock
                                    -------------------
                                   Number of              Retained
                                     Shares    Amount      Earnings    Total
<S>                                <C>        <C>         <C>         <C>
                                    ------    --------    --------     -------
Balance at December 31, 1997        15,815    $189,171   $  10,512    $199,683

   Cash dividends                        -           -     (13,433)    (13,443)
   Net income                            -           -      25,049      25,049
                                    ------    --------    --------    ---------
Balance at December 31, 1998        15,815     189,171      22,118     211,289

 Issuance of restricted common
    stock                               13         383           -         383
   Cash dividends                        -           -     (15,822)    (15,822)
   Net income                            -           -      31,750      31,750
                                    ------    --------    --------    --------
Balance at December 31, 1999        15,828     189,554      38,046     227,600

  Issuance of restricted common
   stock                                11         373           -         373
  Repurchase of common
   stock                              (329)     (8,380)     (4,744)    (13,124)
  Cash dividends                         -           -     (15,640)    (15,640)
  Net income                             -           -     125,793     125,793
                                  ---------   --------   ---------    --------
Balance at December 31, 2000        15,510    $181,547    $143,455    $325,002
                                  =========   ========   =========    ========
</TABLE>



















                             See accompanying notes.


<PAGE>


                        ROSEVILLE COMMUNICATIONS COMPANY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                  Years ended December 31, 2000, 1999 and 1998
                Increase (Decrease) in Cash and Cash Equivalents
                             (amounts in thousands)
<TABLE>
<CAPTION>
                                              2000          1999       1998
<S>                                          <C>            <C>       <C>
                                              ----          ----       ----
  Cash flows from operating activities:
     Net income                             $ 125,793     $ 31,750   $ 25,049
     Adjustments to reconcile net
     income to net cash provided by
       operating activities:
        Extraordinary loss, net of
          tax benefit                          10,932            -          -
        Cumulative effect of a change
          in accounting principle, net
          of tax benefit                        3,273            -          -
        Depreciation and amortization          28,891       22,378     20,684
         Equity component of allowance
          for funds used during
           construction                          (653)        (643)      (378)
         Provision for deferred income
          taxes                               (14,260)       1,495       (650)
         Equity in earnings of cellular
          partnership                         (10,089)     (10,129)    (8,904)
         Gain on sale of cellular
          partnership                        (201,294)           -          -
         Provision for doubtful accounts          836          638        942
         Other, net                              (439)          69       (464)
         Net changes in:
           Receivables                         (4,953)      (4,186)    (1,620)
           Accrued income taxes                92,380          639        858
           Inventories, prepaid expenses
             and other current assets          (1,482)        (826)       400
           Payables, accrued liabilities
             and other deferred credits        24,165        1,523      5,127
                                             --------      -------    -------
         Net cash provided by operating
          activities                           53,100       42,708     41,044
  Cash flows from investing
   activities:
     Capital expenditures for property,
      plant and equipment                     (87,234)     (58,402)   (35,209)
    Purchase of wireless licenses              (4,642)           -          -
    Purchases of held-to-maturity
     investments                               (7,625)      (8,022)    (7,478)
    Maturities of held-to-maturity
     investments                                6,654        5,800      7,200
    Investment in cellular partnership         (9,902)           -       (701)
    Return of investment in cellular
     partnership                               18,046        7,578      6,761
    Investment in Certificate of
     Deposit                                  (15,000)           -          -
    Proceeds from sale of investment
     in cellular partnership                  236,153            -          -
    Return of refundable deposit                    -            -      1,620

                             See accompanying notes.
</TABLE>


<PAGE>


                        ROSEVILLE COMMUNICATIONS COMPANY
                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                  Years ended December 31, 2000, 1999 and 1998
                Increase (Decrease) in Cash and Cash Equivalents
                             (amounts in thousands)
<TABLE>
<CAPTION>
                                             2000         1999        1998
                                             ----         ----        ----

<S>                                        <C>           <C>         <C>
   Other, net                                  (379)         349         327
                                           --------      -------     -------
       Net cash provided by (used in)
        investing activities                136,071      (52,697)    (27,480)
  Cash flows from financing
   activities:
    Principal payments of long-term
      debt                                $  (2,143)    $ (2,143)   $ (4,822)
    Increase in short-term borrowing         40,000            -           -
    Repayment of short-term borrowing       (40,000)           -           -
    Proceeds of long-term debt                    -            -      40,000
    Retirement of long-term debt                  -            -     (12,500)
    Dividends paid                          (15,640)     (15,822)    (13,443)

    Repurchase of common stock              (13,124)           -           -
    Investment in subsidiary by
      minority partner                          805            -         681
                                          ---------     --------    --------
        Net cash provided by (used in)
         financing activities               (30,102)     (17,965)      9,916
                                          ---------     --------    --------
  Increase (decrease) in cash and
   cash equivalents                         159,069      (27,954)     23,480

  Cash and cash equivalents at
   beginning of year                         10,886       38,840      15,360
                                          ---------     --------    --------

  Cash and cash equivalents at
   end of year                            $ 169,955     $ 10,886    $ 38,840
                                          =========     ========    ========
</TABLE>
















                             See accompanying notes.



<PAGE>



                        ROSEVILLE COMMUNICATIONS COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        December 31, 2000, 1999 and 1998
                (dollars in thousands, except per share amounts)

1.      Summary of significant accounting policies

        Business and basis of accounting

        Roseville  Communications  Company (the  "Company") is a holding company
        with subsidiaries operating in the communications services industry. The
        Company's  wholly-owned  principal  operating  subsidiary  is  Roseville
        Telephone Company ("Roseville  Telephone").  Roseville Directory Company
        ("RCS  Directories"),  Roseville Long Distance Company  ("Roseville Long
        Distance"),  RCS Internet  Services ("RCS  Internet") and Roseville PCS,
        Inc. are each wholly-owned  subsidiaries of the Company.  Roseville PCS,
        Inc. is the  manager of and has an  approximate  97.6%  interest in West
        Coast PCS LLC (d.b.a. "RCS Wireless").

        The consolidated  financial  statements have been prepared in accordance
        with  accounting  principles  generally  accepted in the United  States,
        which require  management to make estimates and assumptions  that affect
        the amounts reported in the financial statements and accompanying notes.
        Actual results could differ from those estimates.

        Principles of consolidation

        The  consolidated  financial  statements  include  the  accounts  of the
        Company,  its wholly-owned  subsidiaries  and a  majority-owned  limited
        liability company. All significant  intercompany  transactions have been
        eliminated.

        Cash equivalents and investments

        The Company invests its excess cash in high-quality debt instruments and
        certain  other   investments.   The  Company   considers  highly  liquid
        investments with maturities of three months or less from the acquisition
        date of the instrument to be cash equivalents. Short-term investments at
        December 31, 2000 and 1999 consist of high grade commercial  paper, U.S.
        government  agency  securities,   repurchase  agreements  and  unsecured
        corporate  notes with  maturities  ranging  from greater than 90 days to
        less than one year. Long-term  investments at December 31, 2000 consists
        of a certificate of deposit with a bank with an original  maturity of 18
        months.  None of the Company's  investments have maturities greater than
        two years. The Company has no investments in equity securities.

        Fair values of financial instruments

        As of December 31, 2000 and 1999,  the Company's  financial  instruments
        consist of cash, cash  equivalents,  short-term  investments,  long-term
        investments  and long-term debt.  Management  believes that the carrying
        values of cash  equivalents and short-term and long-term  investments at
        December 31, 2000 and 1999,  which are at amortized  cost,  approximated
        their  fair  values  at such  dates.  The  aggregate  fair  value of the
        Company's    long-term   debt   (including   current   maturities)   was
        approximately  $44,739  and  $44,534  at  December  31,  2000 and  1999,
        respectively.   Fair  values  for  cash   equivalents   and   short-term
        investments were determined by quoted market prices. Fair values for the
        long-term investment and long-

1.      Summary of significant accounting policies (CONTINUED)

        term debt were  determined by a discounted  cash flow analysis  based on
        the   Company's   current   incremental   interest   rates  for  similar
        instruments.

        Inventories

       Telephone  construction  inventories  consist of materials and supplies,
       which are  stated at  average  cost.  Equipment  and other  nonregulated
       inventory held for resale are stated at the lower of average cost or net
       realizable value.

       Property, plant and equipment

       Property,  plant and equipment is recorded at cost. The cost of additions
       and  substantial   improvements  to  property,  plant  and  equipment  is
       capitalized.  The cost of maintenance and repairs is charged to operating
       expense when  incurred.  Retirements  and other  reductions  of regulated
       telephone plant and equipment with a cost of approximately $2,394, $3,586
       and $3,470 in 2000,  1999 and 1998,  respectively,  were charged  against
       accumulated  depreciation  with no gain or loss  recognized in accordance
       with  the  composite  group  remaining  life  methodology   utilized  for
       telephone  plant  assets.   When  property  applicable  to  non-telephone
       operations  is  sold  or  retired,  the  asset  and  related  accumulated
       depreciation  are removed from the accounts  and the  associated  gain or
       loss is recognized.

       Property,  plant and  equipment is  depreciated  using the  straight-line
       method  over their  estimated  economic  lives,  which range from 3 to 40
       years. Average annual composite depreciation rates were 7.31%, 6.74%, and
       6.85%  in  2000,  1999  and  1998,   respectively.   Prior  to  Roseville
       Telephone's discontinuance of Statement of Financial Accounting Standards
       ("SFAS")  No.  71,  "Accounting  for the  Effects  of  Certain  Types  of
       Regulation" (Note 2)in December 2000,  depreciation expense for regulated
       operations was computed on a straight-line  basis using rates approved by
       the California Public Utilities Commission ("P.U.C.").

        Directory advertising

        Costs of directory  production and advertising  sales are deferred until
        the directory is published.  Such costs are amortized to expense and the
        related advertising revenues are recognized over the life of the related
        directory,  normally  over  the year  following  the  issue  date of the
        directory.

        Regulation

        Certain of the Company's  rates are subject to regulation by the Federal
        Communications  Commission  ("F.C.C.") and the P.U.C. Pending and future
        regulatory actions may have a significant impact on the Company's future
        operations and financial position.

       Total revenues from telephone  services are affected by rates  authorized
       by various regulatory  agencies.  Intrastate service rates are subject to
       regulation by the P.U.C.  Roseville  Telephone also had  agreements  with
       Pacific  Bell,  a  wholly-owned  subsidiary  of SBC  Communications  Inc.
       ("Pacific  Bell"),relating  to extended  area service  ("EAS")settlements
       that expired on December 31, 2000.  Interstate  service rates are subject
       to  regulation  by the F.C.C.  With  respect to  intrastate  toll  calls,
       interexchange carriers are assessed access charges based on tariffs filed

1.     Summary of significant accounting policies (CONTINUED)

       by Roseville Telephone.  With respect to interstate  services,  Roseville
       Telephone  has filed its own tariff with the F.C.C.  for all  elements of
       access services  except carrier common line charges,  for which Roseville
       Telephone  concurs with tariffs  filed by the National  Exchange  Carrier
       Association.

        Interstate  access charges and carrier common line revenues are based on
        extensive   cost   separation   studies  that  utilize   estimated  cost
        information and projected demand usage.  During the two-year  monitoring
        period  ended  December  31,  2000  ("Monitoring  Period"),  the Company
        experienced  significant  increases  in  internet  traffic.  The  F.C.C.
        currently requires that the costs of internet traffic be assigned to the
        intrastate  jurisdiction  for  separation  purposes;   accordingly,  the
        increase in internet  traffic  caused a reduction in costs  allocated to
        the Company's  interstate  jurisdiction.  Additionally,  the Company has
        experienced  an increase in its  interstate  access traffic in excess of
        the  forecasted  demand  utilized in its cost studies for the Monitoring
        Period resulting from the 1999  introduction of Digital  Subscriber Line
        ("DSL") service.  Based on the results of the Company's preliminary cost
        studies  for the  Monitoring  Period,  the  Company  believes  that  its
        interstate   earnings   were  above  those   authorized  by  the  F.C.C.
        Accordingly,  in the fourth  quarter of 2000,  the  Company  recorded an
        additional liability to various telecommunications  entities aggregating
        $8.1 million through a charge to operating  revenues.  Therefore,  as of
        December  31,  2000,  the Company had an  aggregate  liability  to these
        telecommunications  entities of $10.8 million  relating to its estimated
        interstate sharing obligation.

        Roseville Telephone bills Pacific Bell various charges for certain local
        service  and  network  access  service  revenues   pursuant  to  certain
        agreements  described  below.  Of the Company's  total revenues in 2000,
        1999 and 1998, 11%, 11% and 13%, respectively, were recorded under these
        agreements. In 1999, Pacific Bell expressed interest in withdrawing from
        the  designated  carrier plan  ("DCP") for  Roseville  Telephone's  toll
        traffic and to enter into a new, permanent compensation  arrangement for
        EAS The DCP is a compensation  arrangement  between Roseville  Telephone
        and Pacific Bell for certain intraLATA toll services.  Pacific Bell also
        paid  Roseville  Telephone  $11,500  per  year  for  EAS  pursuant  to a
        Settlement Transition Agreement. In November 2000, the P.U.C. authorized
        Pacific  Bell  to  terminate   its  annual  EAS  payments  to  Roseville
        Telephone,  authorized replacement funding on an interim basis using the
        current reserve in the California High Cost Fund-B, and denied permanent
        replacement  funding at this time pending further proceedings to be held
        during 2001 and 2002. These  proceedings will determine whether recovery
        of all, none, or a portion of the $11,500 annual  payments,  should come
        from  Roseville  Telephone's  ratepayers  or other  regulatory  recovery
        mechanisms. The results of these proceedings and their potential effects
        on Roseville Telephone cannot yet be determined. In addition,  Roseville
        Telephone  and  Pacific  Bell  have  agreed  to allow  the  current  DCP
        arrangement to expire without renewal in December 2001.

        In  December  1996,  the P.U.C.  issued a decision  in  connection  with
        Roseville   Telephone's   general  rate  proceeding,   which  authorized
        Roseville Telephone to implement a New Regulatory  Framework ("NRF") for
        services   furnished   within  the  State  of  California  in  order  to
        accommodate  market  and  regulatory  movement  toward  competition  and
        greater  pricing  flexibility.  Under the NRF,  Roseville  Telephone  is
        subject to ongoing  monitoring and reporting  requirements,  including a
        sharing mechanism  whereby Roseville  Telephone may be required to share
        earnings with
1.      Summary of significant accounting policies (CONTINUED)

        customers based on its earned annual rate-of-return.  In April 1999, the
        P.U.C.  issued a decision modifying the rate case decision by increasing
        the Company's  rates to correct  certain legal and factual errors in the
        original  rate  case  decision.  This  modification  resulted  in  (1) a
        one-time increase to revenues subject to regulation for the year ended
        December 31,  1999 of $958  retroactive  to 1997 and (2) an  annual
        increase  of approximately $328 to revenues subject to regulation.

       In  accordance  with the  requirements  of its  general  rate case order,
       Roseville  Telephone  filed an application for review of its NRF in 1999.
       This proceeding considered modifications to the NRF structure,  including
       potential changes to the current  monitoring and reporting  requirements,
       the earnings sharing mechanism,  promotional and pricing flexibility, and
       related matters.  In addition,  the P.U.C.  Office of Ratepayer Advocates
       ("ORA")   undertook  a  verification   audit  of  Roseville   Telephone's
       non-regulated  and affiliated  transactions  pursuant to the general rate
       case and other P.U.C.  orders. The ORA audit report was considered in the
       NRF  proceeding.  A proposed  decision was issued in December  2000.  The
       proposed decision,  if adopted by the P.U.C.,  would, among other things,
       suspend the sharing  mechanism  beginning  in 2001 and require  Roseville
       Telephone to amend its intrastate  shareable earnings filing for 1999. In
       accordance  with the  provisions  of the proposed  decision,  the Company
       recorded an additional  liability  aggregating $3,200 through a charge to
       operating  revenues  in the  fourth  quarter  of 2000.  Therefore,  as of
       December  31,  2000,  the  Company had a  aggregate  liability  of $5,500
       relating to its estimated intrastate sharing obligation.

        Intangible Assets

        Amortization of wireless  licenses is computed on a straight-line  basis
        over twenty years.

        Stock compensation

        The company has  elected to account for  stock-based  awards to
        employees  and others in  accordance  with  Accounting  Principles Board
        Option No. 25,  "Accounting for Stock Issued to Employees"
        ("APB No. 25"), and related  interpretations.  The pro forma disclosures
        required by SFAS No. 123, "Accounting for Stock-Based Compensation,"
        are included in Note 10.

        Advertising costs

        The costs of advertising are expensed as incurred.  Advertising  expense
        was $2,387, $1,351 and $887 in 2000, 1999 and 1998, respectively.

        Income taxes

        The Company accounts for income taxes using the liability method,  which
        requires  deferred  tax assets and  liabilities  to be recorded  for the
        expected  future tax  consequences  of events that have been included in
        the financial  statements and tax returns.  Additionally,  the liability
        method  requires  adjustments of deferred tax assets and liabilities for
        changes in tax laws or rates and  requires  recognition  of a regulatory
        asset or  liability  when it is probable  that  deferred  taxes would be
        reflected in future rates of regulated companies.


1.      Summary of significant accounting policies (CONTINUED)

        Per share amounts

       Shares  used in the  computation  of basic  earnings  per share of common
       stock  are  based  on  the  weighted  average  number  of  common  shares
       outstanding. Shares used in the computation of diluted earnings per share
       are  based  on  the  weighted  average  number  of  common  and  unvested
       restricted   common  shares   outstanding  in  each  period.   All  other
       potentially  dilutive  securities have been excluded from the computation
       because their effect is anti-dilutive.  Cash dividends per share is based
       on the actual  dividends per share, as declared by the Company's Board of
       Directors.

        Statements of cash flows information

        During 2000,  1999 and 1998,  the Company made payments for interest and
        income taxes as follows:


        <TABLE>
        <CAPTION>
                                                     2000       1999       1998
        <S>                                       <C>        <C>        <C>
                                                     ----       ----       ----
        Interest (net of amounts capitalized)     $ 3,507    $ 2,552    $ 2,536
        Income taxes                              $17,070    $19,141    $16,494
        </TABLE>

       Concentrations of credit risk, and significant customer

       Substantially all of the Company's revenues were from  communications and
       related  services  provided in the Northern  California area. The Company
       performs ongoing credit evaluations of its customers' financial condition
       and management  believes that an adequate allowance for doubtful accounts
       has been provided.

       Approximately  11%, 11% and 13% of the Company's  consolidated  operating
       revenues in 2000, 1999 and 1998,  respectively,  were derived from access
       charges and other charges to Pacific Bell. No other  customers  accounted
       for more than 10% of consolidated operating revenues in these years.

       Pending accounting pronouncement

       The  Financial  Accounting  Standards  Board has  issued  SFAS No.  133,
       "Accounting for Derivative Instruments and Hedging Activities," which is
       effective for fiscal years  beginning  after June 15, 2000. SFAS No. 133
       standardized  the accounting for derivatives and hedging  activities and
       requires  that  all  derivatives  be  recognized  in  the  statement  of
       financial  position  as either  assets  or  liabilities  at fair  value.
       Changes  in the fair  value of  derivatives  that do not meet the  hedge
       accounting  criteria  are to be  reported  in  earnings.  The Company is
       required to adopt SFAS No. 133 in 2001; however,  management believes it
       will not have an impact on the  Company's  2001  consolidated  financial
       statements.

       Reclassifications

       Certain amounts in the 1999 and 1998  consolidated  financial  statements
       have been  reclassified  to conform  with the  presentation  of the 2000
       consolidated financial statements.





2.     Discontinuance of Regulatory Accounting

       In  December  2000,   management  determined  that,  as  a  result  of  a
       significant   increase  in  competition   within  Roseville   Telephone's
       traditional  service  area  and  anticipated  changes  in its  regulatory
       framework (Note 1), the  application of SFAS No. 71,  "Accounting for the
       Effects of Certain Types of  Regulation,"  was no longer  appropriate for
       Roseville  Telephone.  As a result of the  discontinuation of SFAS No. 71
       accounting by Roseville Telephone,  the Company recorded an extraordinary
       non-cash  charge of  $10,932,  which is net of related  tax  benefits  of
       $7,631, in December 2000.


       The components of this charge are as follows:
          Change in plant-related balances                            $19,573
          Elimination of regulatory assets and liabilities, net       $(1,010)
          Total pre-tax charge                                        $18,563
          Total after-tax charge                                      $10,932

       The change in plant-related  balances primarily represents an increase in
       accumulated  depreciation  of  $19,573  for the  removal  of an  embedded
       regulatory   asset  resulting  from  the  use  of  regulatory  lives  for
       depreciation of property, plant and equipment,  which have typically been
       longer than the respective  estimated  economic lives. The following is a
       comparison of new  depreciation  lives to those  prescribed by regulators
       for selected plant categories:

        <TABLE>
        <CAPTION>
                                                 Average Lives in Years
                                                 ----------------------
               Plant Category          Regulator                    Estimated
               --------------          Prescribed                    Economic
                                       ----------                   ---------
               <S>                      <C>                         <C>
               Buildings                   38                           35
               Digital switches          13-16                          10
               Digital circuits            9                             9
               DSL equipment               9                             3
               Fiber optic cable           25                           20
               Conduit                     45                           40
               Metallic cable              17                           15
</TABLE>

        The discontinuance of SFAS No. 71 accounting by Roseville Telephone also
        required the Company to eliminate from its consolidated balance sheet at
        December 31, 2000 the effects of any other  actions of  regulators  that
        had been  recognized  by Roseville  Telephone as assets and  liabilities
        pursuant  to SFAS No. 71, but would not have been  recognized  as assets
        and liabilities by non-regulated  enterprises in general. As of December
        31,  2000,  prior  to the  discontinuance  of SFAS  No.  71  accounting,
        Roseville  Telephone had recorded a net regulatory  liability of $1,010,
        the  majority of which  related to the  regulatory  treatment of certain
        pension costs. Also included in Roseville  Telephone's  regulatory asset
        and liability  elimination  adjustment are certain  insignificant income
        tax-related regulatory assets and liabilities.

        Additionally,  concurrent  with  its  discontinuation  of  SFAS  No.  71
        accounting,  Roseville  Telephone began accounting for interest on funds
        borrowed to finance  construction  projects as an increase in  property,
        plant and  equipment  and a reduction of interest  expense.  Previously,
        under the provisions of SFAS No. 71, Roseville  Telephone  accounted for
        the capitalization of both interest and equity costs allowed by

2.      Discontinuance of Regulatory Accounting (continued)

        regulators  during  periods  of  construction  as  other  income  and an
        addition to the cost of plant constructed.

        The  discontinuation  of SFAS No. 71 accounting by Roseville  Telephone
        had no effect on the accounting for any of the Company's other
        subsidiaries.

3.      Revenue Recognition

        The Company  recognizes  revenues as earned.  Certain  revenues  derived
        principally  from  local  telephone,   dedicated  network  access,  data
        communications   and  wireless   services  are  billed  in  advance  and
        recognized  in  subsequent  periods  when  the  services  are  provided.
        Revenues  derived from other  telecommunications  services,  principally
        network access, long distance, billing and collection services, internet
        access service, DSL, wireless personal  communications  services ("PCS")
        and alarm monitoring  services,  are recognized  monthly as services are
        provided.   Incremental  direct  costs  of  telecommunications   service
        activation  are  charged  to  expense  in the  period in which  they are
        incurred. Directory publication revenues and costs related to producing,
        publishing  and  distributing   directories  are  recognized  using  the
        "amortization"  method, under which revenues and expenses are recognized
        over  the life of the  directory,  generally  one year  from the date of
        publication.  For all  other  operations,  revenue  is  recognized  when
        products are delivered or services are rendered to customers.

       During the fourth  quarter of 2000,  the  Company  changed  its method of
       accounting,  retroactive to January 1, 2000, for up-front fees associated
       with  telecommunications   service  activation  in  accordance  with  the
       guidance  contained in SEC Staff  Accounting  Bulletin No. 101,  "Revenue
       Recognition  in  Financial  Statements."  Previously,   the  Company  had
       recognized  such up-front  fees as revenues  upon  activation of service.
       Under the new accounting method, the Company now recognizes up-front fees
       associated  with service  activation  over the  expected  duration of the
       customer  relationships,  which presently  ranges from one to five years,
       using the  straight-line  method.  The cumulative effect of the change on
       prior years resulted in a charge to income of $3,273 (net of income taxes
       of $2,250),  which is included in net income for the year ended  December
       31,  2000.  The effect of the change on the year ended  December 31, 2000
       was to decrease  income  before  extraordinary  items and the  cumulative
       effect of the accounting  change by $508($0.03  per share).  For the year
       ended  December 31, 2000, the Company  recognized  $2,380 of revenue that
       was included in the cumulative  effect  adjustment as of January 1, 2000.
       The  effect of that  revenue  was to  increase  income by $1,417  (net of
       income taxes of $963) for the year.  The pro forma  amounts  presented in
       the  consolidated  statements  of income  were  calculated  assuming  the
       accounting change was made retroactively to prior periods.

4.      CASH EQUIVALENTS AND INVESTMENTS

        Management  determines the appropriate  classification  of securities at
        the time of purchase and reevaluates such designation as of each balance
        sheet date. At December 31, 2000 and 1999, all securities are designated
        as held-to-maturity as management has the positive intent and ability to
        hold the  securities  until  maturity.  Held-to-maturity  securities are
        stated at cost,  adjusted for  amortization of premiums and accretion of
        discounts to maturity.  Such amortization and accretion,  as well as any
        interest on the securities, is included in interest income.

4.      CASH EQUIVALENTS AND INVESTMENTS (CONTINUED)

        Following is a summary of the Company's  investments  (included in cash,
        cash equivalents,  short-term  investments and long-term investments) as
        of December 31, 2000 and 1999 at amortized cost, which approximates fair
        value:

<TABLE>
<CAPTION>
        <S>                                        <C>                 <C>

                                                    2000               1999
                                                  --------            ------
         Commercial paper                         $104,447            $3,488
         Money market mutual funds                  61,808                 -
         Certificate of deposit                     15,155                 -
         Repurchase agreements                       1,635               190
         U.S. government agency securities               -             2,726
         Other unsecured corporate notes                 -               250
                                                  --------            ------
         Total investments                        $183,045            $6,654
                                                  ========            ======
</TABLE>

5.     INVESTMENT IN SACRAMENTO-VALLEY LIMITED PARTNERSHIP ("SVLP")

       Roseville Telephone and Roseville  Alternative,  with an approximate 24%
       equity interest,  were limited  partners of SVLP, a limited  partnership
       formed for the operation of a cellular  telephone system  principally in
       California.  The Company  accounted for its investment in SVLP using the
       equity method.

       Summarized  balance sheet  information for SVLP as of December 31, 2000
       and 1999 is as follows:


                                                    Unaudited
                                                    ---------
                                                      2000             1999
                                                      ----             ----
       Current assets                               $  35,515        $ 44,240
       Noncurrent assets, primarily cellular plant  $ 184,409        $161,672
       Current liabilities                          $  45,209        $ 34,043
       Noncurrent liabilities                       $  46,432        $    201

       Summarized  income  statement  information  for SVLP for the years ended
       December 31, 2000, 1999 and 1998 is as follows:

                        Unaudited
                           2000           1999             1998
                           ----           ----             ----
       Net revenues     $ 227,333       $215,105         $195,624
       Costs and
        expenses, net     183,070        169,407          158,829
                        ---------       --------         --------
       Net Income       $  44,263       $ 45,698         $ 36,795
                        =========      =========        =========

       During 2000 the Company  settled its litigation with the general partner
       of SVLP,  which was ongoing as of December 31, 1999.  The  settlement of
       this  litigation had no effect on the Company's  consolidated  financial
       position and results of operations for 2000.

       On November 3, 2000, Roseville Telephone and Roseville  Alternative sold
       their  collective  24.2%  interest  in  SVLP  to  Verizon  Wireless  for
       approximately $236,150,  resulting in a gain of $201,294. As of December
       31, 2000, the Company had a $5,513 receivable from Verizon Wireless,

5.     INVESTMENT IN SACRAMENTO-VALLEY LIMITED PARTNERSHIP ("SVLP") (CONTINUED)

       which originated prior to the sale.  Subsequently,  the Company received
       $5,100 from  Verizon  Wireless  and  anticipates  receiving  the balance
       during 2001.

       The following table reflects  certain  unaudited pro forma  consolidated
       financial  information  for each of the two  years in the  period  ended
       December 31, 2000 as if the sale of the Company's investment in SVLP had
       occurred prior to January 1, 1999. Such unaudited pro forma consolidated
       financial information excludes any income that could have been earned or
       expenses that could have been avoided based upon management's use of the
       proceeds from this transaction.


                                                  2000               1999
                                                  ----               ----
        Statement of operations data:
         Operating revenues                   $  143,316         $  140,801
         Income before extraordinary loss
          and cumulative effect of change
          in accounting principle             $   14,512         $   25,685
         Net income (loss)                    $      (53)        $   25,685
         Basic earnings per share             $        -         $     1.62
         Diluted earnings per share           $        -         $     1.62

6.      LONG TERM DEBT

        Long-term debt outstanding as of December 31, 2000 and 1999 consisted of
        the following:
        <TABLE>
        <CAPTION>
                                                             2000        1999
                                                             ----        ----
        <S>                                                  <C>         <C>
        Unsecured Series A Senior Notes, with interest
        payable semiannually at a fixed rate of 6.3%;
        principal payments are due in  equal  annual
        installments of approximately $3,636, commencing
        in December 2003 and ending in December 2013
                                                          $ 40,000    $ 40,000

        Unsecured term loan with a bank, with interest
        payable  quarterly at a fixed  rate of 6.22%;
        principal  payments  are due in equal  quarterly
        installments of approximately $536, through
        December 2003
                                                             6,428       8,571
                                                          --------    --------
        Total long-term debt                                46,428      48,571

        Less current portion                                 2,143       2,143
                                                          --------    --------

        Total long-term debt, net of current portion      $ 44,285    $ 46,428
                                                          ========    ========
        </TABLE>

        At December 31, 2000, the aggregate maturity  requirements for the years
        2001 through 2002 are $2,143 in each year,  $5,779 in 2003 and $3,636 in
        2004 and 2005.

        Certain  of  the  aforementioned  credit  arrangements  contain  various
        positive and  negative  covenants  with  respect to cash flow  coverage,
        tangible net worth and leverage ratio.  These  provisions could restrict
        the payment of dividends in certain circumstances; however, the entire

6.      LONG TERM DEBT (CONTINUED)

        amount of retained earnings at December 31, 2000 and 1999 was
        unrestricted.

        In March 2000, the Company entered into a revolving  credit facility for
        $30,000 with a term of three years.  In September 2000, the bank amended
        the credit facility,  increasing the borrowing  capacity from $30,000 to
        $50,000. Prior to the sale of the Company's interest in SVLP on November
        3, 2000, the Company had utilized $40,000 of said borrowing capacity.  A
        portion of the proceeds received from the sale of the Company's interest
        in SVLP was used to retire all of the Company's  indebtedness  under the
        credit  facility.  As of  December  31,  2000,  the  Company had $50,000
        available borrowing capacity under the credit facility.

7.      INCOME TAXES

        Income tax expense consists of the following components:
<TABLE>
<CAPTION>

                                                 2000         1999       1998
                                                 ----         ----       ----
        <S>                                   <C>          <C>        <C>
       Current expense:
        Federal                               $  87,013    $  15,267  $  13,400
        State                                    22,403        4,513      3,952
                                              ---------    ---------  ---------
        Total current expense                   109,416       19,780     17,352

        Deferred expense (benefit):
        Federal                                 (11,978)       1,526       (271)
        State                                    (2,282)         (31)      (379)
                                              ---------    ---------  ---------
        Total deferred expense                  (14,260)       1,495       (650)
                                              ---------    ---------  ---------
        Total income tax expense              $  95,156    $  21,275  $  16,702
                                              =========    =========  =========
</TABLE>
<TABLE>
<CAPTION>

        Income tax expense  differs  from that  computed by using the  statutory
        federal tax rate (35% in all years presented) due to the following:

                                                 2000        1999        1998
                                                 ----        ----        ----
        <S>                                    <C>          <C>         <C>

        Computed at statutory rates           $ 82,304     $ 18,559    $ 14,613

        Increase (decrease):
        State taxes, net of federal benefit     13,079        2,913       2,322
        Other, net                                (227)        (197)       (233)
                                              --------     --------    --------
        Income tax expense                    $ 95,156     $ 21,275    $ 16,702
                                              ========     ========    ========
        Effective federal and state tax rate     40.5%        40.1%       40.0%
                                              ========     ========    ========
</TABLE>









7.      INCOME TAXES (CONTINUED)

        The significant  components of the Company's  deferred income tax assets
        and liabilities were as follows at December 31, 2000 and 1999:

<TABLE>
<CAPTION>
                                                                            Deferred Income Taxes
                                                                           ----------------------
                                                       2000                                     1999
                                                       ----                                     ----
                                               Assets            Liabilities            Assets           Liabilities
                                               ------            -----------            ------           -----------
<S>                                             <C>             <C>                     <C>              <C>
Property, plant and
  equipment-primarily due to
  depreciation differences                     $     -            $ 18,339              $      -          $ 24,801

Differences in the timing of
  recognition of revenues                       10,778                   -                 2,403                 -

Cellular partnership                                 -                   -                     -             6,757

State franchise taxes                            6,613                   -                 1,625                 -

Other, net                                       4,802               3,867                 3,745               219
                                               -------            --------              --------          --------

Total                                           22,193              22,206                 7,773            31,777

Less current portion                             6,613                   -                 1,625                 -
                                               -------            --------              --------          --------

Total deferred income taxes                    $15,580            $ 22,206              $  6,148          $ 31,777
                                               =======            ========              ========          ========

Net long-term deferred
  income tax liability                                            $  6,626                                $ 25,629
                                                                  ========                                ========

</TABLE>

8.      PENSION AND OTHER POSTRETIREMENT BENEFITS

        The Company  sponsors a  noncontributory  defined  benefit  pension plan
        covering  substantially  all  employees.  Benefits are based on years of
        service and the employee's average  compensation during the five highest
        consecutive  years of the  last  ten  years  of  credited  service.  The
        Company's  funding  policy  is to  contribute  annually  an  actuarially
        determined  amount   consistent  with  applicable   federal  income  tax
        regulations.   Contributions   are  intended  to  provide  for  benefits
        attributed  to service to date.  Plan assets are  primarily  invested in
        collective trust accounts, government and government agency obligations,
        publicly traded stocks and bonds and mortgage-related securities.

        Net periodic pension cost for 2000, 1999 and 1998 includes the following
        components:







8.      PENSION AND OTHER POSTRETIREMENT BENEFITS (CONTINUED)
<TABLE>
<CAPTION>
                                                 2000       1999        1998
                                                 ----       ----        ----
      <S>                                       <C>       <C>         <C>

      Service cost-benefits earned during the
       period                                  $  3,561   $  3,750    $  3,248

      Interest cost on projected benefit
       obligation                                 5,722      5,298       4,850

      Expected return on plan assets             (6,418)    (5,964)     (5,216)

      Amortization of transition obligation         154        265         265
                                               --------   --------    --------
      Net pension cost                         $  3,019   $  3,349    $  3,147
                                               ========   ========    ========
</TABLE>

        The following table sets forth the change in benefit obligation,  change
        in plan assets and funded status as of December 31, 2000 and 1999:
<TABLE>
<CAPTION>

                                                           2000        1999
                                                           ----        ----
       <S>                                               <C>         <C>
       Change in benefit obligation:
       Benefit obligation at beginning of year           $ 73,949    $ 75,813
         Service cost                                       3,561       3,750
         Interest cost                                      5,722       5,298
         Plan amendments                                      123           -
         Actuarial losses (gain)                            3,178      (8,423)
         Benefits paid                                     (2,675)     (2,489)
                                                         --------    --------
       Benefit obligation at end of year                 $ 83,858    $ 73,949
                                                         ========    ========
       Change in plan assets:
       Fair value of plan assets at beginning of year    $ 76,723    $ 71,223
         Actual return on plan assets                       2,799       6,657
         Company contribution                               1,087       1,332
         Benefits paid                                     (2,675)     (2,489)
                                                         --------    --------
       Fair value of plan assets at end of year          $ 77,934    $ 76,723
                                                         ========    ========
       Funded status:
       Funded status of plan at end of year              $ (5,924)   $  2,774
         Unrecognized actuarial loss                       (2,613)     (9,520)
         Unrecognized prior service cost                      101         (24)
         Unrecognized net transition obligation             1,375       1,642
                                                         --------    --------
       Accrued benefit cost                              $ (7,061)   $ (5,128)
                                                          ========    ========
</TABLE>

        The discount rates used in determining the projected benefit  obligation
        at  December  31, 2000 and 1999 were 7.25% and 7.5%,  respectively.  The
        assumed rate of increase in future  compensation  levels used to measure
        the projected  benefit  obligation  was 6% at both December 31, 2000 and
        1999.  The  expected  long-term  rate of return on plan  assets  used in
        determining net pension cost was 8.5% in 2000, 1999 and 1998. A decrease
        in the discount  rate at December 31, 1999  increased  pension cost $330
        for 2000.


8.      PENSION AND OTHER POSTRETIREMENT BENEFITS (CONTINUED)

        The Company also maintains two defined  contribution  retirement  plans,
        the Employee Stock Ownership Plan ("ESOP") and the Retirement Supplement
        Plan ("RSP") which together provide a retirement and savings feature for
        substantially all employees. The retirement feature allows for qualified
        tax deferred  contributions  by employees  under  Section  401(k) of the
        Internal  Revenue  Code (the  "Code").  Subject to certain  limitations,
        one-half  of all  employee  contributions  made to the  ESOP and RSP are
        matched by the  Company.  Until  January 1,  1999,  employees  made both
        retirement  and savings  contributions  to the RSP.  However,  effective
        January 1, 1999, the Company  approved an amendment to  discontinue  the
        provisions  of the  retirement  feature  of the  RSP  and  approved  the
        formation  of the ESOP  for the  purposes  of  qualifying  employer  and
        employee  contributions  under  section  401(k)  of the  Code.  The plan
        provisions  of the ESOP  regarding  eligibility,  vesting,  benefits and
        qualifying  contributions  are  substantially the same as the retirement
        feature of the RSP. Additionally, the ESOP provides for voting rights as
        to the  participant's  share of the  Company's  common stock held by the
        ESOP and for certain  diversification  rights of  participant's  account
        balances.  Matching  contributions made by the Company under the RSP and
        ESOP  amounted  to $1,645,  $1,499  and  $1,417 in 2000,  1999 and 1998,
        respectively.  At December 31, 2000,  11% of the  Company's  outstanding
        shares of common stock were held by the RSP and ESOP.

        The Company provides certain postretirement benefits other than pensions
        to substantially all employees,  including life insurance benefits and a
        stated reimbursement for Medicare  supplemental  insurance.  The benefit
        obligations and annual  postretirement  benefits costs relating to these
        benefits are not  significant  to the Company's  consolidated  financial
        position and results of operations.

9.      COMMITMENTS AND CONTINGENCIES

        Operating leases

        The  Company  leases  certain  facilities  and  equipment  used  in  its
        operations and reflects lease payments as rental expense for the periods
        to which they relate.  Total rent  expense was $1,957,  $602 and $496 in
        2000, 1999 and 1998, respectively.

        As of December 31, 2000 the Company had various  non-cancellable  leases
        with terms  greater than one year.  The minimum  lease  payments for the
        next five years are as follows:

<TABLE>
         <S>                                             <C>

         2001                                             $1,895
         2002                                              1,727
         2003                                              1,587
         2004                                                787
         2005                                                 82
                                                          ------
         Total                                            $6,078
                                                          ======
</TABLE>

        Other commitments

        As  of  December  31,  2000,  binding  commitments  for  future  capital
        expenditures approximate $6,292.




9.      COMMITMENTS AND CONTINGENCIES (CONTINUED)

        Litigation and regulatory proceedings

        The Company is subject to certain legal and regulatory  proceedings  and
        claims arising in the ordinary course of its business. In the opinion of
        management,  the ultimate  outcome of these matters will not  materially
        affect the consolidated  financial  position or results of operations of
        the Company.

10.     EQUITY INCENTIVE PLANS

        The Company has adopted two equity  incentive  plans (the  "Plans")  for
        certain employees,  outside  directors,  and consultants of the Company,
        which were  approved by the  shareholders.  The Company  authorized  for
        future  issuance  under the Plans one million  shares of authorized  but
        unissued  common  stock.  The Plans  permit  issuance  by the Company of
        awards  in the  form of  Restricted  Shares,  Stock  Units,  Performance
        Shares,  Options and Stock  Appreciation  Rights. The exercise price per
        share of Company common stock  purchasable  under any stock option shall
        be determined by the Company provided, however, the exercise price under
        an incentive stock option shall not be less than 100% of the fair market
        value of a share of the Company's common stock on the date of the grant,
        and the exercise price under a  non-qualified  stock option shall not be
        less than 85% of the fair market value of the Company's  common stock on
        the date of the grant.

        During 2000,  non-qualified  stock options to purchase  42,500 shares of
        the  company's  common stock were granted at an exercise  price  ranging
        from $39.25 to $42.00 per share,  with vesting  periods ranging from one
        to seven years. During 2000, incentive stock options to purchase 588,700
        shares of the Company's  common stock were granted at an exercise  price
        ranging from $39.00 to $42.00 per share,  with vesting  periods  ranging
        from four to five years.  The Company  issued 12,591  restricted  common
        shares in 1999 with a value of $30.38  per share and  11,352  restricted
        common shares in 2000 with a value of $32.84 per share.  All outstanding
        restricted common shares have a two year vesting period. At December 31,
        2000 there were no exercisable  options.  The weighted average remaining
        life of the  options  granted  in 2000 is 9.5 years as of  December  31,
        2000.

        The Company applies APB No. 25 and related interpretations in accounting
        for the Plans. Accordingly,  no compensation expense has been recognized
        related to stock  options.  If the  Company  had  elected  to  recognize
        compensation  expense  based  on  the  fair  value  of  the  options  as
        prescribed  by SFAS No. 123, the  following  results would have occurred
        using the Black-Scholes  option-pricing  model with the following listed
        assumptions:

        Net income, as reported                           $125,793
        Basic earnings per share, as reported             $   8.06
        Diluted earnings per share, as reported           $   8.05
        Pro forma net income                              $125,429
        Pro forma basic earnings per share                $   8.04
        Pro forma diluted earnings per share              $   8.02
        Volatility                                            0.2%
        Dividend yield                                        2.5%
        Risk-free interest rate                               6.05%
        Expected life in years                                 5.2

--------------------------------------------------------------------------------


10.     EQUITY INCENTIVE PLANS (CONTINUED)

        A summary of the incentive and non-qualified stock option activity
        under the Plans is as follows:
<TABLE>
<CAPTION>
                                                                    Weighted-
                                                                     average
                            Shares under     Exercise price per   exercise price
                              option               share           per share
                            -------------    -------------------  -------------
        <S>                    <C>            <C>                 <C>

        Outstanding at
         December 31, 1999           -         $     -             $   -
        Granted                631,200         39.00 - 42.00          39.45
        Exercised                    -               -                 -
        Canceled               (18,700)        39.00 - 42.00          39.21
                            -------------    -------------------  -------------
        Outstanding at
         December 31, 2000     612,500       $ 39.00 - 42.00       $  39.46
                            =============   ====================  =============
</TABLE>

11.      EARNINGS PER SHARE

        The  following  table  depicts  the  computations  of basic and  diluted
        earnings per share:



<PAGE>



<TABLE>
<CAPTION>

                                                                                   Years Ended December 31,
                                                                      2000               1999               1998
                                                                      ----               ----               ----
        <S>                                                        <C>                  <C>               <C>
        Basic earnings per share:
        Income before extraordinary loss
         and cumulative effect of change
         in accounting principle                                   $  139,998          $   31,750         $   25,049
        Weighted average common shares
         outstanding                                                  15,610              15,815             15,815

        Earnings per share income
         before extraordinary loss
         and cumulative effect of change
         in accounting principle                                   $     8.97          $     2.01         $     1.58

        Diluted earnings per share:
         Income before extraordinary
         loss and cumulative effect of
         change in accounting principle                            $  139,998          $   31,750          $   25,049

        Effect of dilutive securities:
         Weighted average common shares
         outstanding                                                   15,610              15,815             15,815
         Weighted average unvested
         restricted common shares
         outstanding                                                       20                  7                   -
                                                                      -------             ------              ------
                                                                       15,630             15,822              15,815

        Diluted earnings per share
         income before extraordinary loss
         and cumulative effect of change
         in accounting principle                                   $     8.96          $    2.01           $    1.58

        Extraordinary loss, net of tax                             $  (10,932)         $      -            $       -

11.      EARNINGS PER SHARE (CONTINUED)


        Cumulative effect of change
         in accounting principle,
         net of tax                                                $   (3,273)         $      -            $       -

        Extraordinary loss, net of tax,
         basic and diluted earnings per share                      $    (0.70)         $      -            $       -

        Cumulative effect of change
         in accounting principle,
         net of tax, basic and
         diluted earnings per share                                $    (0.21)         $     -             $       -
</TABLE>

         Options to purchase  242,131 weighted average shares of common stock at
         an average price of $39.46 per share were  outstanding  during the year
         ended  December 31, 2000,  but were not included in the  computation of
         diluted  earning per share  because  the  options'  exercise  price was
         greater than the average market price of the common stock for the year;
         therefore, their inclusion would be anti-dilutive.

12.   STOCK REPURCHASE

         In February 2000,  the Board of Directors  authorized the repurchase of
         up to one million shares of the Company's  common stock. The shares are
         purchased  from time to time in the open  market or  through  privately
         negotiated   transactions  subject  to  overall  financial  and  market
         conditions.  Through December 31, 2000,  328,944 shares of common stock
         have been repurchased.  As a result, the Company has authorization from
         the Board of Directors to repurchase the remaining 671,056  outstanding
         shares.

13.   SHAREHOLDER RIGHTS PLAN AND CHANGE IN CONTROL AGREEMENT

         The Company has a Shareholder  Rights Plan wherein  shareholders of the
         Company  receive rights to purchase the Company's  common stock,  or an
         acquirer's  common stock, at a discount in certain events  involving an
         acquisition of 20% or more of the Company's  common stock by any person
         or  group in a  transaction  not  approved  by the  Company's  Board of
         Directors. The rights expire in March 2008.

         The  Company has change in control  agreements  with  approximately  20
         employees,  which  provide  upon (1) a change in control of the Company
         and (2) a  constructive  termination  of  employment,  the payment of a
         severance  benefit  approximately  equal to twice the employee's annual
         compensation.

14.      BUSINESS SEGMENTS

         The Company has two reportable business segments:  Telecom and PCS. The
         Telecom  segment  primarily  provides  local,  network  access and long
         distance services,  directory advertising  services,  internet services
         and the sale of  non-regulated  products  and services  principally  to
         customers  residing in  Roseville  Telephone's  service  area.  The PCS
         segment  provides  personal  communications  services  and the  sale of
         related communications equipment. The Company evaluates the performance
         of these business segments based on income from operations.


14.      BUSINESS SEGMENTS (CONTINUED)

         These  segments  are  strategic  business  units that  offer  different
         products and services.  The  accounting  policies of these segments are
         the same as those  described  in Notes 1-3.  The Company  accounts  for
         intersegment   sales  and   transfers  at   prevailing   market  rates.
         Intersegment  sales and transfers  between the Telecom and PCS segments
         are not significant.  The Company's business segment  information is as
         follows:
<TABLE>
<CAPTION>
        <S>                             <C>         <C>          <C>

                           2000        Telecom       PCS       Consolidated
                           ----        --------      ---       ------------
       Total operating revenues        $138,394    $ 4,922       $143,316
       Depreciation and amortization     22,747    $ 6,144         28,891
       Income from unconsolidated
        businesses                       10,089          -         10,089
       Interest income                    2,814          -          2,814
       Interest expense                  (1,629)    (2,594)        (4,223)
       Income tax expense (benefit)     103,282     (8,126)        95,156
       Extraordinary loss, net of
        tax                             (10,932)         -        (10,932)
       Cumulative effect of change
        in accounting principle,
        net of tax                       (3,273)         -         (3,273)
       Net income (loss)                137,618    (11,825)       125,793
       Assets                           452,814     76,128        528,942

       Capital expenditures              45,973     41,261         87,234

                           1999         Telecom      PCS      Consolidated
                           ----         -------      ---      ------------
       Total operating revenues        $140,191   $    610      $ 140,801
       Depreciation and amortization     20,765      1,613         22,378
       Income from unconsolidated
        businesses                       10,129          -         10,129
       Interest income                    1,725          -          1,725
       Interest expense                  (2,660)      (805)        (3,465)
       Income tax expense (benefit)      23,791     (2,516)        21,275
       Net income (loss)                 37,927     (6,177)        31,750
       Assets                           294,782     38,405        333,187
       Investments in unconsolidated
        business                         38,426      -             38,426
       Capital expenditures              34,762     23,640         58,402


                           1998         Telecom      PCS      Consolidated
                           ----         -------      ---      ------------
       Total operating revenues         $126,662      $ 20       $126,682
       Depreciation and amortization      20,680         4         20,684
       Income from unconsolidated
        businesses                         8,904         -          8,904
       Interest income                     1,282         -          1,282
       Interest expense                   (2,716)       (1)        (2,717)
       Income tax expense (benefit)       17,283      (581)        16,702
       Net income (loss)                  26,642    (1,593)        25,049
       Assets                            294,963    20,914        315,877
       Investments in unconsolidated
        business                          35,875         -         35,875
       Capital expenditures               23,604    11,605         35,209
</TABLE>



15.    QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
<TABLE>
<CAPTION>

                             Previously                   Previously                 Previously
                             Reported        Restated     Reported       Restated    Reported          Restated
                             March 31        March 31     June 30        June 30     September 30      September 30     December 31
             2000
<S>                          <C>             <C>          <C>            <C>         <C>               <C>              <C>
Operating revenues           $36,997         $36,837      $37,720        $37,535     $39,293           $38,987          $29,957
Income (loss) from
operations                     9,464           9,304        9,622          9,437      10,023             9,717           (4,731)
Income before
 extraordinary loss
 and cumulative
 effect of accounting
 change                        7,770           7,610        7,498          7,313       7,762             7,456          117,619
Extraordinary loss,
 net of tax                        -               -            -              -           -                 -          (10,932)
Cumulative effect of
 accounting change,
 net of tax                        -          (3,273)           -              -           -                 -                -
Net income                   $ 7,770         $ 4,337      $ 7,498        $ 7,313     $ 7,762           $ 7,456          $106,687

Basic earnings per
 share:
Income before
 extraordinary loss
 and cumulative
 effect of
 accounting change,
 net of tax                  $   .49         $   .48      $  .48         $   .47     $   .50           $   .48          $  7.54
Extraordinary loss,
 net of tax                       -                -           -               -           -                 -             (.70)
Cumulative effect of
 accounting change,
 net of tax                       -             (.21)          -             -             -                 -                -
Net income                   $   .49         $   .27      $  .48         $   .47     $   .50           $   .48          $  6.84

Diluted earnings per
 share:
Income before
 extraordinary loss
 and cumulative
 effect of accounting
 change, net of tax          $   .49         $   .49      $  .48         $   .47     $  .50            $  .48           $  7.52

Extraordinary loss,
 net of tax                        -              -            -              -           -                 -              (.70)
Cumulative effect of
 accounting change,
 net of tax                        -            (.21)          -              -           -                 -                 -

Net income                   $   .49         $   .28      $   .48        $  .47      $   .50           $   .48          $  6.82
             1999
Operating revenues           $34,980               -      $35,000             -      $35,358                 -          $35,463
Income from
 operations                   11,894               -       12,933             -        9,434                 -            8,691
Net income                   $ 8,254               -      $ 9,340                    $ 7,595                            $ 6,561
</TABLE>

15.      QUARTERLY FINANCIAL INFORMATION (UNAUDITED) (CONTINUED)
--------------------------------------------------------------------------------
<TABLE>

<S>                          <C>             <C>          <C>            <C>         <C>               <C>              <C>
Basic earnings per
 share                       $   .52               -      $   .59             -      $   .48                 -          $   .42
Diluted earnings per
 share                       $   .52               -      $   .59             -      $   .48                 -          $   .42
</TABLE>

--------------------------------------------------------------------------------
The Company  adopted SAB 101,  "Revenue  Recognition  of Financial  Statements,"
effective January 1, 2000, which requires non-recurring revenues associated with
service and activation  charges to be deferred.  The  cumulative  effect of this
change in accounting principle was $3,273, net of tax, or ($.21) per share.

For the three-month  periods ended March 31, June 30,  September 30 and December
31, 2000, the Company  recognized  the following  revenues that were included in
the cumulative effect adjustment as of January 1, 2000:
<TABLE>
<CAPTION>

Three Months Ended
<S>                                                          <C>
March 31, 2000                                               $652
June 30, 2000                                                $620
September 30, 2000                                           $578
December 31, 2000                                            $530
</TABLE>

The net effect of these  revenues was to increase net income in the  three-month
periods  ended March 31, June 30,  September  30 and  December 31, 2000 by $388,
$369, $344 and $316, respectively.

16.      Related Party Transactions

An officer of the Company is also a member of the Board of  Directors of a local
banking  institution.  As of  December  31,  2000  the  Company  had  a  $15,000
certificate  of  deposit  with  a  term  of  greater  than  one  year  with  the
aforementioned banking institution.

A member of the  Company's  Board of Directors is also an executive  officer and
director  of a certain  entity from which the  Company  purchased  approximately
$1,000 in telecommunications equipment during 2000.


<PAGE>


Item 9.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure.

                  None
                                    PART III

Item 10. Directors and Executive Officers of the Registrant

For information  regarding the executive officers of the Company, see "Executive
Officers  of  the  Registrant"  at the  end of  Part  I of  this  report.  Other
information  required by this item is incorporated  herein by reference from the
proxy statement for the annual meeting of the Company's  shareholders to be held
on May 18, 2001.

Item 11. Executive Compensation.

Incorporated herein by reference from the proxy statement for the annual meeting
of the Company's shareholders to be held on May 18, 2001.

Item 12. Security Ownership of Certain Beneficial Owners and Management.

Incorporated herein by reference from the proxy statement for the annual meeting
of the Company's shareholders to be held on May 18, 2001.

Item 13. Certain Relationships and Related Transactions.

Incorporated herein by reference from the proxy statement for the annual meeting
of the Company's shareholders to be held on May 18, 2001.

                                     PART IV

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

(a)               1 and 2. Financial Statements

                                    None

                  3.                Exhibits

                                    The  exhibits  listed  on  the  accompanying
                                    Index to Exhibits  are filed as part of this
                                    annual report.


(b)                                 Reports on Form 8-K

                                    During the fourth quarter of 2000, Roseville
                                    Communications Company filed current reports
                                    on  Form  8-K  relating  to  the   following
                                    events:

                                    October 20, 2000 - The Company  filed a Form
                                    8-K reporting the purchase agreement to sell
                                    its 24.167%  interest  in  Sacramento-Valley
                                    Limited  Partnership,  a California  limited
                                    partnership,  to AirTouch  Cellular,  D.B.A.
                                    Verizon Wireless.

                                    November 6, 2000 - The Company  filed a Form
                                    8-K announcing the completion of the sale of
                                    its 24.2%  limited  partnership  interest in
                                    Sacramento-Valley Limited Partnership.

(c)                                 Separate  Financial  Statements  of
                                    Subsidiaries  Not  Consolidated  and Fifty
                                    Percent or Less Owned Persons

                                    The unaudited 2000 financial statements of a
                                    50% or less owned unconsolidated company are
                                    submitted  in as  much  as the  registrant's
                                    equity in the income  before income taxes of
                                    such  company   exceeds  20%  of  the  total
                                    consolidated  income  before income taxes of
                                    the  registrant  for the year ended December
                                    31, 1998.


(d)                                 Separate  financial  statement  of
                                    subsidiaries  not  consolidated  and  fifty
                                    percent or less owned.

                                    The audited financial statements of a 50% or
                                    less  owned   unconsolidated   company   are
                                    submitted   inasmuch  as  the   registrant's
                                    equity in the income  before income taxes of
                                    such  company   exceeds  20%  of  the  total
                                    consolidated  income  before income taxes of
                                    the  registrant  for the year ended December
                                    31,   1998,   and   because  the  report  of
                                    registrant's  independent auditors indicates
                                    reliance  on audits of the 50% or less owned
                                    unconsolidated     company's    consolidated
                                    financial  statements  for  each  of the two
                                    years in the period ended  December 31, 1999
                                    that were performed by other auditors.

































<PAGE>



                      SACRAMENTO-VALLEY LIMITED PARTNERSHIP
                                 AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 2000
                                 (In thousands)
<TABLE>
<CAPTION>
ASSETS

CURRENT ASSETS:
<S>                                                                   <C>
  Cash                                                          $        9
  Accounts receivable, net of allowance for doubtful
    accounts of $1,080                                              25,668
  Due from general partner                                           9,288
  Other current assets                                                 550
                                                                ----------
           Total current assets                                     35,515

PROPERTY, PLANT AND EQUIPMENT, Net                                 173,934

OTHER ASSETS, net of accumulated amortization of $3,050             10,475
                                                                ----------
TOTAL ASSETS                                                    $  219,924
                                                                ==========

LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES:
  Accounts payable and accrued expenses                        $    16,806
  Deferred revenue                                                   5,794
  Distributions payable                                             21,161
  Other current liabilities                                          1,448
                                                               -----------
           Total current liabilities                                45,209
                                                               -----------
DEFERRED REVENUE                                                    46,355
                                                               -----------
MINORITY INTEREST IN CONSOLIDATED SUBSIDIARY                            77
                                                               -----------
PARTNERS' CAPITAL:
  General partner                                                  127,030
  Limited partners                                                   1,253
                                                               -----------
           Total partners' capital                                 128,283
                                                               -----------
TOTAL LIABILITIES AND PARTNERS' CAPITAL                        $   219,924
                                                               ===========
</TABLE>










                 See notes to consolidated financial statements.








<PAGE>



                      SACRAMENTO-VALLEY LIMITED PARTNERSHIP
                                 AND SUBSIDIARY
                        CONSOLIDATED STATEMENT OF INCOME
                          YEAR ENDED DECEMBER 31, 2000
<TABLE>
<CAPTION>
                                 (In thousands)
<S>                                                              <C>

OPERATING REVENUE                                        $      227,333
                                                            -----------
OPERATING EXPENSES:
  Cost of revenues                                               65,089
  Selling, general and administrative                            93,853
  Depreciation and amortization                                  25,296
                                                            -----------
           Total operating expenses                             184,238
                                                            -----------
OPERATING INCOME                                                 43,095

INTEREST INCOME ON AMOUNTS DUE
  FROM GENERAL PARTNER                                            1,202

MINORITY INTEREST IN NET INCOME OF
  CONSOLIDATED SUBSIDIARY                                          (34)
                                                           ------------
                                                            -----------
NET INCOME                                                     $ 44,263
                                                            ===========

ALLOCATION OF NET INCOME:
  General partner                                              $ 23,935
  Limited partners                                               20,328
                                                            -----------
TOTAL                                                          $ 44,263
                                                            ===========
</TABLE>























                 See notes to consolidated financial statements




<PAGE>



                      SACRAMENTO-VALLEY LIMITED PARTNERSHIP
                                 AND SUBSIDIARY
             CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' CAPITAL
                          YEAR ENDED DECEMBER 31, 2000
                                 (in thousands)
<TABLE>
<CAPTION>



                                   Partners'                                                                       Partners'
                                    Capital                                                                         Capital
                                  December 31,                                         Net          Sale of      December 31,
                                      1999       Contributions      Distributions     Income        Interest         2000
General Partners:
<S>                                 <C>           <C>               <C>              <C>            <C>          <C>

AirTouch Cellular                 $ 88,896       $    1,746         $    (49,216)    $ 23,935      $  61,669     $ 127,030

Limited Partners:

Centennial Cellular
 Telephone Company
 of Sacramento Valley
                                    38,760            3,901              (23,034)       9,685        (29,312)

Roseville Telephone
 Company                            38,760            3,901              (23,160)       9,537        (29,038)


Evans Cellular, Inc.                 3,634              365               (1,354)         674         (3,319)

GTE Wireless Inc.                    1,618              162                 (959)         432              -         1,253
                                -----------       ----------          -----------       --------   ----------     --------
Total                           $  171,668         $  10,075          $  (97,723)     $ 44,263    $        -     $ 128,283
                                ===========       ==========          ===========     =========   ===========    =========


</TABLE>


















                 See notes to consolidated financial statements


<PAGE>



                      SACRAMENTO-VALLEY LIMITED PARTNERSHIP
                                 AND SUBSIDIARY
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                          YEAR ENDED DECEMBER 31, 2000
                                 (In thousands)

<TABLE>
<CAPTION>

CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                    <C>
  Net income                                                           $ 44,263
  Adjustments to reconcile net income
    to cash provided by operating activities:
    Depreciation and amortization                                        25,296
    Minority interest in net income of consolidated subsidiary               34
    Changes in assets and liabilities:
      Accounts receivable, net                                          (1,144)
      Other current assets                                                2,592
      Other assets                                                          200
      Accounts payable and accrued expenses                            (11,366)
      Deferred revenue                                                  (3,157)
      Other current liabilities                                             216
                                                                     ----------
                                                                     ----------
           Cash flows provided by operating activities                   56,934
                                                                     ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of property, plant and equipment                            (48,233)
  Change in due from general partner                                      7,269
                                                                     ----------
                                                                     ----------
           Cash flows used in investing activities                     (40,964)
                                                                     ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Contributions from partners                                            10,075
  Distributions to partners                                            (76,562)
  Distributions to minority interest in consolidated subsidiary           (158)
  Proceeds from sublease of towers                                       50,667
                                                                      =========
           Cash flows used in financing activities                     (15,978)
                                                                      ---------
NET CHANGE IN CASH                                                          (8)

CASH, Beginning of year                                                      17
                                                                      ---------
                                                                      ---------
CASH, End of year                                                          $  9
                                                                      =========

SUPPLEMENTAL DISCLOSURE OF NONCASH TRANSACTIONS:
  Distributions not paid as of December 31, 2000                        $21,161
                                                                      =========

</TABLE>


                 See notes to consolidated financial statements
                      Sacramento-Valley Limited Partnership
            and Subsidiary NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          YEAR ENDED DECEMBER 31, 2000
                                 (In thousands)


1........SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

        Organization - Sacramento-Valley Limited Partnership (the "Partnership")
        was formed on April 2, 1984. The principal  activity of the  Partnership
        is providing  cellular  service in the  Northern  California  area.  The
        Partnership's ownership percentages at December 31, 2000 are as follows:

        AirTouch Cellular, wholly-owned by a subsidiary of Verizon Wireless -
        General Partner                                            99.022%

        GTE Wireless, Inc. - Limited Partner                        0.978%


        On April 3, 2000, Vodafone Group Plc ("Vodaphone")  (formerly the parent
        of the General Partner) and Verizon  Communications  combined their U.S.
        Cellular,  PCS,  and paging  business  ("Vodaphone  Acquisition").  This
        venture,   Cellco  ("Verizon   Wireless")  offers  nationwide   wireless
        services.   Verizon   Communications  and  Vodafone  own  55%  and  45%,
        respectively, of Verizon Wireless.

        Principles of Consolidation

        The  consolidated  financial  statements  include  the  accounts  of the
        Redding  MSA  Limited  Partnership  ("RMLP")  and the  Partnership.  The
        Partnership owns a 97.1% interest in RMLP. All significant  intercompany
        transactions have been eliminated.

        Trade Receivables

        The  Partnership  generally  does not  require  collateral.  Receivables
        generally are due within 30 days.

        Revenue Recognition

        The  Partnership  earns  revenue  by  providing  access to the  cellular
        network   (access   revenue),   for  usage  of  the   cellular   network
        (airtime/usage  revenue),  which  includes  roaming  and  cellular  long
        distance  revenue.  Access revenue is billed one month in advance and is
        recognized  when  earned;  the  unearned  portion is included in accrued
        liabilities.  Airtime/usage  revenue,  roaming revenue and long distance
        revenue are  recognized  when the service is  rendered  and  included in
        accounts  receivable.  Equipment  sales revenue is  recognized  when the
        equipment  is  delivered   to  and   accepted  by  the   customer.   The
        Partnership's  revenue  recognition  policies are in accordance with the
        Securities and Exchange Commission's Staff Accounting Bulletin (SAB) No.
        101, "Revenue Recognition in Financial Statements."





        Depreciation


        Depreciation of property and equipment is provided on the  straight-line
        method over estimated useful lives as follows:
<TABLE>
<CAPTION>
                                                         Years
        <S>                                              <C>
        Buildings and leasehold improvements             5 - 18
        Cellular plant and equipment                     5 - 10
        Other equipment and furniture                    2 - 5


        Amortization

        Other assets  includes FCC license cost,  which are amortized  using the
        straight line method over a term not to exceed 40 years.

        Long-Lived Assets

        Partnership follows the provisions of the Financial Accounting Standards
        Board  ("FASB")  Statement  No. 121,  Accounting  for the  Impairment of
        "Long-Lived  Assets and for Long-Lived  Assets to be Disposed Of," which
        requires  impairment  losses to be recorded on long-lived assets used in
        operations  when  indicators of impairment are present.  As December 31,
        2000,  management  believes  that  there was not any  impairment  of the
        Partnership's long-lived assets.

        Income Taxes

        No provision for income taxes has been made in the financial  statements
        of the  Partnership.  The Partnership has no tax liability since taxable
        income or losses are allocated to the partners.

        Use of Estimates - The preparation of financial statements in conformity
        with generally accepted  accounting  principles  requires  management to
        make estimates and assumptions  that affect the amounts  reported in the
        financial statements and accompanying notes. Actual results could differ
        from those estimates.

        New Accounting Pronouncements

        In June  1998,  the FASB  issued a  Statement  of  Financial  Accounting
        Standards ("SFAS") No. 133,  "Accounting for Derivative  Instruments and
        Hedging  Activities." SFAS No. 133 establishes  accounting and reporting
        standards  requiring  all  derivative  instruments  be  recorded  in the
        balance  sheet as  either  an asset or  liability  measured  at its fair
        value.  The  Partnership  is not  required  to adopt  SFAS No. 133 until
        October 1, 2000.  As of September  30, 2000,  management  believes  that
        adoption  of SFAS  No.  133  will  not  have a  material  effect  on its
        financial statements.


<PAGE>


2.      PROPERTY, PLANT AND EQUIPMENT

        Property, plant and equipment consisted of:
                                                                   December 31,
                                                                      2000

     Land                                                             $      37
     Buildings and leasehold improvements                                39,993
     Cellular plant and equipment                                       246,361
     Other equipment and furniture                                       21,392
     Construction in progress                                            23,861
                                                                      ---------
                Total                                                   331,644

     Less accumulated depreciation                                      157,710
                                                                      ---------
     Property, plant and equipment, net                                $173,934
                                                                      =========

</TABLE>
        Related depreciation expense was $24,975.

        In August 1999,  Vodafone  signed a definitive  agreement  with American
        Tower  Corporation  ("ATC")  for the  sublease  of all  unused  space on
        approximately 2,100 of its communication towers in exchange for $800,000
        plus a  five-year  warrant to  purchase 3 million  ATC shares at $22 per
        share.  The  transaction is being closed in phases starting in the first
        quarter  of 2000.  In  connection  with the  Vodafone  Acquisition,  the
        agreement  was assumed by Verizon  Wireless.  The terms of the agreement
        differ for lease communication towers versus those owned and ranges from
        20 to  99  years.  Verizon  will  be  required  to  pay  ATC  a  monthly
        maintenance  fee of  approximately  $1.5  per  tower  for  the  existing
        physical space used by their cellular equipment. Up to approximately one
        hundred  fifty (150) towers owned and  operated by the  Partnership  and
        subsidiary  are  included in the above  transaction.  As of December 31,
        2000,  133  towers  owned  and  operated  by the  Partnership  have been
        subleased.  The Partnership has received approximately $50,667 which has
        been  recorded  as  deferred  revenue  and  is  being  amortized  on the
        straight-line method over the term of the agreement.

2.      COMMITMENTS

        Lease Commitments

        The   Partnership   leases  various   facilities  and  equipment   under
        noncancellable  lease arrangements.  Most leases contain renewal options
        for varying periods. Related rent expense under all operating leases was
        $5,413.
<TABLE>
<CAPTION>

        Future minimum lease payments  required under  noncancellable  operating
        leases  with an initial  term of one year or more at  December  31, 2000
        were:

        <S>                                                             <C>
       2001                                                           $  6,157
       2002                                                              5,780
       2003                                                              5,514
       2004                                                              5,129
       2005                                                              4,854
       Thereafter                                                       29,278
                                                                      --------

   Total minimum lease payments                                       $ 56,712
                                                                      ========
</TABLE>


3.    DUE FROM GENERAL PARTNER

      Under the terms of a management agreement, cash receipts and disbursements
      are processed on behalf of the Partnership  through the General  Partner's
      cash  accounts.  As a result,  the  Partnership  maintains  a due  to/from
      account with the General  Partner  which  reflects  the net cash  activity
      related to the Partnership's operations.
      The  Partnership  pays/earns  interest  on amounts due to/from the General
      Partner at a rate equal to the General  Partner's  average  borrowing rate
      (6.5% at  December  31,  2000).  There were no  advances  from the General
      Partner  outstanding  at the year ended  December 31,  2000;  accordingly,
      there was no related  interest  expense.  Interest income from the General
      Partner was $1,202 for the year ended December 31, 2000.

5.    RELATED PARTY TRANSACTIONS

      Certain services are performed on behalf of the Partnership by the General
      Partner under the management  agreement.  These services include legal and
      accounting,  engineering and marketing,  general and  administrative,  and
      property and equipment  acquisition.  The Partnership is charged for these
      services at the General Partner's cost. The financial  statements  include
      expenses of $18,720, pursuant to the management agreement.

6.   VALUATION AND QUALIFYING ACCOUNT
<TABLE>
<CAPTION>

                                  Balance     Additions  Write-Offs   Balance
                                 Beginning   Charged to    Net of     at End
                                of the Year  Operations  Recoveries of the Year
<S>                                <C>        <C>         <C>        <C>

Accounts receivable allowance     $ 2,159     $ 2,549     $(3,628)   $ 1,080

</TABLE>

<PAGE>


                          INDEPENDENT AUDITORS' REPORT


To the Partners of  Sacramento-Valley  Limited  Partnership and subsidiary:

We have audited the accompanying consolidated balance sheet of Sacramento-Valley
Limited  Partnership (the "Partnership") and subsidiary as of December 31, 1999,
and the related consolidated statements of income, changes in partners' capital,
and cash flows and the financial statement Schedule I - valuation and qualifying
account for the year then ended.  These  financial  statements and the financial
statement schedule are the responsibility of the Partnership's  management.  Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements and the financial statement schedule based on our audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion,  such consolidated  financial  statements present fairly, in all
material  respects,  the financial position of the Partnership and subsidiary as
of December 31, 1999,  and the results of their  operations and their cash flows
for the year then  ended in  conformity  with  accounting  principles  generally
accepted in the United States of America. Also, in our opinion, the consolidated
financial  statement  schedule,   when  considered  in  relation  to  the  basic
consolidated  financial  statements  taken as a whole,  presents  fairly  in all
material respects the information set forth therein.

/s/ DELOITTE & TOUCHE LLP

San Francisco, California
March 8, 2000
















<PAGE>


                        Report of Independent Accountants


            To the Partners of Sacramento-Valley Limited Partnership

In our opinion,  the accompanying  consolidated balance sheet as of December 31,
1998 and the related  consolidated  statements of income,  partners' capital and
cash flows and the financial  statement  schedule II - valuation and  qualifying
account for each of the two years in the period ended  December 31, 1998 present
fairly, in all material respects, the financial position,  results of operations
and cash flows of  Sacramento-Valley  Limited  Partnership and its subsidiary at
December 31, 1998 and for each of the two years in the period ended December 31,
1998, in conformity with accounting  principles generally accepted in the United
States of America.  These  financial  statements are the  responsibility  of the
Partnership's  management;  our responsibility is to express an opinion on these
financial  statements  based on our  audits.  We  conducted  our audits of these
statements  in  accordance  with auditing  standards  generally  accepted in the
United  States of America,  which  require that we plan and perform the audit to
obtain reasonable  assurance about whether the financial  statements are free of
material  misstatement.  An audit includes examining,  on a test basis, evidence
supporting the amounts and  disclosures in the financial  statements,  assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable  basis for the opinion  expressed above. We have not
audited the  consolidated  financial  statements  of  Sacramento-Valley  Limited
Partnership for any period subsequent to December 31, 1998.


/s/  PricewaterhouseCoopers LLP

San Francisco, California
March 1, 1999





<PAGE>


              SACRAMENTO-VALLEY LIMITED PARTNERSHIP AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 1999 AND 1998
                                 (In thousands)
<TABLE>
<CAPTION>

ASSETS                                                    1999         1998
                                                          ----         ----
CURRENT ASSETS:
<S>                                                      <C>          <C>

 Cash                                                    $     17    $     36
 Accounts receivable, net of allowance for doubtful
  accounts of $2,159 and $1,823, respectively              24,524      21,658
 Due from general partner                                  12,383       7,362
 Inventories                                                4,174       9,361
 Other current assets                                       3,142       1,147
                                                         --------    --------

     Total current assets                                  44,240      39,564

PROPERTY, PLANT AND EQUIPMENT, Net                        150,774     141,109

FCC LICENSES, Net                                           9,886      10,204

OTHER NONCURRENT ASSETS                                     1,012       1,091
                                                         --------    --------

TOTAL ASSETS                                             $205,912    $191,968
                                                         ========    ========

LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES:
 Accounts payable, trade                                 $ 21,364    $ 28,228
 Deferred revenue                                           4,639       3,307
 Accrued commissions                                        2,356       3,109
 Accrued employee benefits                                  2,550       1,988
 Accrued taxes                                              1,902       2,289
 Other current liabilities                                  1,232       1,159
                                                         --------    --------

     Total current liabilities                             34,043      40,080
                                                         --------    --------

MINORITY INTEREST IN CONSOLIDATED SUBSIDIARY                  201         178
                                                         --------    --------

PARTNERS' CAPITAL:
 General partner                                           88,896      75,663
 Limited partners                                          82,772      76,047
                                                         --------    --------

     Total partners' capital                              171,668     151,710
                                                         --------    --------

TOTAL LIABILITIES AND PARTNERS' CAPITAL                  $205,912    $191,968
                                                         ========    ========

</TABLE>

                       See notes to consolidated financial
                                  statements.


<PAGE>


              SACRAMENTO-VALLEY LIMITED PARTNERSHIP AND SUBSIDIARY
                        CONSOLIDATED STATEMENTS OF INCOME
                   YEARS ENDED DECEMBER 31, 1999 1998 AND 1997
                                 (In thousands)


<TABLE>
<CAPTION>

                                          1999         1998          1997
                                          ----         ----          ----
<S>                                      <C>         <C>           <C>

OPERATING REVENUE                       $215,105     $195,624      $173,616
                                        --------     --------      --------

OPERATING EXPENSES:
 Cost of revenues                         56,684       47,801        35,385
 Selling, general and administrative:
  General partner and affiliates          15,681       10,371         8,162
  Other                                   73,769       75,670        68,265
  Depreciation and amortization           25,900       25,522        19,179
                                        --------     --------      --------

     Total operating expenses            172,034      159,364       130,991
                                        --------     --------      --------

OPERATING INCOME                          43,071       36,260        42,625

OTHER INCOME                               2,136            -             -

INTEREST INCOME ON AMOUNTS DUE
 FROM GENERAL PARTNER                        600          615           371

MINORITY INTEREST IN NET INCOME OF
 CONSOLIDATED SUBSIDIARY                    (109)         (80)          (53)
                                        --------     --------      --------

NET INCOME                              $ 45,698     $ 36,795      $ 42,943
                                        ========     ========      ========

ALLOCATION OF NET INCOME:
 General partner                        $ 22,793     $ 18,352      $ 21,418
 Limited partners                         22,905       18,443        21,525
                                        --------     --------      --------

TOTAL                                   $ 45,698     $ 36,795      $ 42,943
                                        ========     ========      ========


</TABLE>











                       See notes to consolidated financial
                                  statements.


<PAGE>


              SACRAMENTO-VALLEY LIMITED PARTNERSHIP AND SUBSIDIARY
             CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
                  YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
                                 (In thousands)

<TABLE>
<CAPTION>

                                General
                                Partner         Limited Partners
                                --------        --------------------------------------------
                                                Centennial
                                                 Cellular
                                                Telephone
                                                Company of        Roseville          Evans            GTE
                                AirTouch        Sacramento        Telephone        Cellular         Wireless
                                Cellular          Valley           Company           Inc.             Inc.            Total
                                --------         ---------        ---------        --------         --------          -----
<S>                             <C>               <C>             <C>              <C>               <C>            <C>

Partners' capital,
 December 31, 1996               $55,560          $26,150          $26,150          $2,450           $1,093          $111,403

Contributions                      5,343            2,514            2,514             236              105            10,712

Distributions                    (12,130)          (5,709)          (5,709)           (535)            (238)          (24,321)

Net income                        21,418           10,080           10,080             945              420            42,943
                                 -------          -------          -------          ------           ------          --------

Partners' capital,
 December 31, 1997                70,191           33,035           33,035           3,096            1,380           140,737

Contributions                      1,489              701              701              66               29             2,986

Distributions                    (14,369)          (6,761)          (6,761)           (635)            (282)         (28,808)

Net income                        18,352            8,636            8,636             811              360            36,795
                                 -------          -------          -------          ------           ------          --------
Partners' capital,
 December 31, 1998                75,663           35,611           35,611           3,338            1,487           151,710

Contributions                      6,542            3,079            3,079             288              128            13,116

Distributions                    (16,102)          (7,577)          (7,577)           (710)            (316)         (32,282)

Contributions
 due from limited
 partners                              -           (3,079)          (3,079)           (288)            (128)          (6,574)

Net income                        22,793           10,726           10,726           1,006              447            45,698
                                 -------          -------          -------          ------           ------          --------

Partners' capital,
 December 31, 1999               $88,896          $38,760          $38,760          $3,634           $1,618          $171,668
                                 =======          =======          =======          ======           ======          ========

</TABLE>


                       See notes to consolidated financial
                                  statements.


<PAGE>





              SACRAMENTO-VALLEY LIMITED PARTNERSHIP AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                  YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
                                 (In thousands)
<TABLE>
<CAPTION>
                                                                                        1999           1998           1997
                                                                                        ----           ----           ----
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                                  <C>           <C>             <C>

 Net income                                                                          $ 45,698      $ 36,795        $ 42,943
 Adjustments to reconcile net income to cash
  provided by operating activities:
  Depreciation and amortization                                                        25,900        25,522          19,179
  Minority interest in net income of
  consolidated subsidiary                                                                 109            80              53
  Loss on sale of equipment                                                               171           975             113
  Changes in assets and liabilities:
   Accounts receivable, net                                                            (2,866)        2,546            (611)
   Inventories                                                                          5,187          (498)         (5,619)
   Other current assets                                                                (1,995)        1,694            (886)
   Other noncurrent assets                                                                 79          (135)           (104)
   Accounts payable, trade                                                             (4,413)       (4,584)          3,294
   Deferred revenue                                                                     1,332           373           1,070
   Accrued commissions                                                                   (753)         (156)           (630)
   Accrued employee benefits                                                              562          (666)             65
   Accrued taxes                                                                         (387)       (3,919)          4,461
   Other current liabilities                                                               73           103              (4)
                                                                                     --------      --------        --------
     Cash flows provided by operating activities                                       68,697        58,130          63,324
                                                                                     --------      --------        --------

CASH FLOWS FROM INVESTING ACTIVITIES:
 Purchase of property, plant and equipment                                            (31,430)      (41,245)        (38,665)
 Proceeds from sale of equipment                                                          103           104              83
 Change in due from general partner                                                    (5,021)        8,908         (11,097)
                                                                                     --------      --------        --------
     Cash flows used in investing activities                                          (36,348)      (32,233)        (49,679)
                                                                                     --------      --------        --------

CASH FLOWS FROM FINANCING ACTIVITIES:
 Contributions from partners                                                               -          2,986          10,712
 Distributions to partners                                                            (32,282)      (28,808)        (24,321)
 Distributions to minority interest in
 consolidated subsidiary                                                                  (86)          (57)            (34)
                                                                                     --------      --------        --------
     Cash flows used in financing activities                                          (32,368)      (25,879)        (13,643)
                                                                                     --------      --------        --------

NET CHANGE IN CASH                                                                        (19)           18               2

CASH, Beginning of year                                                                    36            18              16
                                                                                     --------      --------        --------

CASH, End of year                                                                    $     17      $     36        $     18
                                                                                     ========      ========        ========
</TABLE>

                       See notes to consolidated financial
                                  statements.

              SACRAMENTO-VALLEY LIMITED PARTNERSHIP AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                  YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
                                 (In thousands)


SUPPLEMENTAL DISCLOSURE OF NONCASH TRANSACTIONS -

<TABLE>
<CAPTION>

<S>                                                                                  <C>           <C>             <C>
 Acquisition of property, plant and equipment included
 in accounts payable, trade at year-end                                              $  5,495      $  7,946        $ 15,147
                                                                                     ========      ========        ========

 Contribution of property, plant and equipment by
 the General Partner                                                                 $  6,542      $      -        $      -
                                                                                     ========      ========        ========
</TABLE>


































                       See notes to consolidated financial
                                  statements.


<PAGE>


              Sacramento-Valley Limited Partnership and Subsidiary
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
                                 (In thousands)

1.DESCRIPTION OF PARTNERSHIP AND SUMMARY
       OF SIGNIFICANT ACCOUNTING POLICIES

        Organization

        Sacramento-Valley  Limited Partnership (the "Partnership") was formed on
        April 2, 1984  under the laws of the State of  California  and  provides
        wireless  telecommunications  services in the  Northern  California  and
        Northern  Nevada areas.  The  Partnership's  ownership  interests are as
        follows:
<TABLE>
<CAPTION>
         <S>                                                                         <C>

         General Partner:
             AirTouch Cellular, wholly-owned by a subsidiary of
             Vodafone AirTouch Plc. ("Vodafone AirTouch")                           49.878%

         Limited Partners:
           Centennial Cellular Telephone Company of Sacramento Valley               23.472%
           Roseville Telephone Company                                              23.472%
           Evans Cellular Inc.                                                       2.200%
           GTE Wireless, Inc.                                                        0.978%
</TABLE>

        Profits  and  losses  are  allocated  based  on  respective  partnership
        interests.  Capital calls and distributions  are made quarterly,  at the
        discretion of the General Partner.

        Financial Statement Presentation

        The financial statements have been prepared in accordance with generally
        accepted accounting  principles ("GAAP").  Conformity with GAAP requires
        the use of estimates and assumptions that affect the reported amounts of
        assets and liabilities,  disclosure of contingent assets and liabilities
        at the date of the  financial  statements,  and the reported  amounts of
        revenues and expenses during the reporting period.  Actual results could
        differ from those estimates.

        Principles of Consolidation

        The  consolidated  financial  statements  include  the  accounts  of the
        Redding  MSA  Limited  Partnership  ("RMLP")  and the  Partnership.  The
        Partnership owns a 97.1% interest in RMLP. All significant  intercompany
        transactions have been eliminated.

        Inventory

        Inventory  consists  of  wireless  communications  equipment  (primarily
        handsets).  Inventory is stated at the lower of cost or market.  Cost is
        determined using the first-in,  first-out or average method.  Any losses
        on the sales of  handsets to  customers  are  recognized  at the time of
        sale.


<PAGE>


        Property, Plant and Equipment

        Property,  plant and  equipment  are recorded at cost.  Depreciation  is
        computed using the  straight-line  method over the estimated useful life
        of the asset. Land is not depreciated. Gains and losses on disposals are
        included in income at amounts  equal to the  difference  between the net
        book  value  of the  disposed  assets  and the  proceeds  received  upon
        disposal.   Expenditures   for   replacements   and   improvements   are
        capitalized,  while expenditures for maintenance and repairs are charged
        against  earnings  as  incurred.   Assets  under  construction  are  not
        depreciated until placed into service.

        FCC Licenses

        The Federal  Communications  Commission ("FCC") issues cellular licenses
        that  enable  U.S.  cellular  carriers  to provide  service in  specific
        Cellular   Geographic  Service  Areas.  A  cellular  license  is  issued
        conditionally for ten years. Historically, the FCC has routinely granted
        license  renewals  providing the licensees have complied with applicable
        rules,  policies,  and the Communications  Act of 1934, as amended.  The
        Partnership  records FCC  licenses at cost and  believes it has complied
        and  intends  to  continue  to comply  with  applicable  standards.  The
        Partnership  amortizes the FCC licenses using the  straight-line  method
        over 40 years.  Accumulated  amortization of FCC licenses totaled $2,827
        and  $2,509  at  December  31,  1999  and  1998,  respectively.  Related
        amortization  expense  was $318,  $318 and $321 in 1999,  1998 and 1997,
        respectively.

        Valuation of Long-Lived Assets

        The  Partnership  periodically  reviews the carrying value of long-lived
        assets  and  certain  identifiable  intangible  assets,   including  FCC
        licenses,  for  impairment  when  events  or  changes  in  circumstances
        indicate  that the book  value of an asset  may not be  recoverable.  An
        impairment loss is recognized  whenever the review demonstrates that the
        book value of a long-lived asset is not recoverable.

        Revenue Recognition

        Operating  revenues  primarily  consist of  billings  to  customers  for
        monthly access charges,  cellular airtime usage,  prepaid airtime usage,
        long distance and roamer  charges.  Revenues are  recognized as services
        are provided.

        Unbilled  revenues,  resulting from cellular  service  provided from the
        billing  cycle date to the end of each  period  and from other  cellular
        carriers'  customers using the  Partnership's  cellular  systems for the
        last half of each period,  are  estimated  and recorded as  receivables.
        Unearned monthly access charges relating to periods after period end are
        deferred.

        Concentration of Credit Risk

        Due  to  the  diversity  and  large  number  of  customers   within  the
        Partnership's  service area,  concentrations of credit risk with respect
        to trade  receivables  are limited.  The  Partnership  performs  ongoing
        credit evaluations of its customers and in certain circumstances obtains
        refundable  deposits.  The Partnership  maintains reserves for potential
        credit   losses  and,   historically,   such  losses  have  been  within
        management's expectations.

        Income Taxes

        No  provisions  have been made for federal or state  income  taxes since
        such taxes, if any, are the responsibility of the individual partners.

        Advertising Costs

        The  Partnership  expenses  advertising  costs as incurred.  Advertising
        expense  was  $10,269,  $9,484  and  $9,652  in  1999,  1998  and  1997,
        respectively.

        Reclassifications

      Certain  reclassifications of the 1998 financial statements have been made
      to  conform  to the  1999  presentation.  The  reclassifications  have not
      affected previously reported net income or Partners' capital.

2.PROPERTY, PLANT AND EQUIPMENT

      Property, plant and equipment consisted of:

<TABLE>
<CAPTION>
                                            Depreciable       December 31,
                                            Lives (Years)    1999       1998
<S>                                              <C>       <C>         <C>

      Land                                                    $ 37        $ 37
      Buildings and leasehold improvements       5-18       36,205      33,322
      Cellular plant and equipment               5-10      204,103     183,215
      Other equipment and furniture              2-5        20,417      22,356
      Construction in progress                              23,160      15,885
                                                          --------    --------

                 Total                                     283,922     254,815

      Less accumulated depreciation                        133,148     113,706
                                                          --------    --------

      Property, plant and equipment, net                  $150,774    $141,109
                                                          ========    ========

</TABLE>

      Related  depreciation  expense  was  $25,582,  $25,204  and
      $18,858 in 1999, 1998 and 1997, respectively.

3.COMMITMENTS AND CONTINGENCIES

        Lease Commitments

        The   Partnership   leases  various   facilities  and  equipment   under
        noncancellable  lease arrangements.  Most leases contain renewal options
        for varying periods. Related rent expense under all operating leases was
        $4,824, $4,760 and $4,334 in 1999, 1998 and 1997, respectively.
        Future minimum lease payments  required under  noncancellable  operating
        leases  with an initial  term of one year or more at  December  31, 1999
        were:
        2000                                                            $ 5,460
        2001                                                              4,031
        2002                                                              4,640
        2003                                                              4,263
        2004                                                              4,147
        Thereafter                                                       35,987
                                                                         ------
        Total minimum lease payments                                    $58,528
                                                                        =======
        Contingencies

        In December of 1998, the Partnership was named as a defendant in a class
        action lawsuit,  Parrish versus AirTouch  Cellular.  The lawsuit alleges
        that the defendant  conspired to fix prices of cellular  services across
        California, and seeks damages up to $100,000. The Partnership intends to
        defend itself  vigorously.  While the outcome is  uncertain,  management
        does not  believe  that this  proceeding  will have a  material  adverse
        effect on the Partnership's financial position or results of operations.

        The  Partnership is also involved in a lawsuit with Roseville  Telephone
        Company,  a limited partner in the Partnership.  The lawsuit is based on
        allegations of misconduct  relative to the  Partnership  Agreement.  The
        lawsuit  also seeks the right for  Roseville to operate its PCS licenses
        within  certain   markets  in  which  the  Partnership   operates.   The
        Partnership  intends to defend  itself  vigorously  and does not believe
        that  these  proceedings  will  have a  material  adverse  effect on the
        Partnership's financial position or results of operations.

        The  Partnership  is  subject  to state  regulation  of the  "terms  and
        conditions" of cellular service other than rates and market entry and is
        party to various legal  proceedings in the ordinary  course of business.
        Although  the  ultimate   resolution  of  these  proceedings  cannot  be
        ascertained,  management  does not believe  they will have a  materially
        adverse effect on the financial position or results of operations of the
        Partnership.

4.RELATED PARTY TRANSACTIONS

        The General Partner is reimbursed for all Partnership  expenditures made
        as General Partner.  As provided in the Partnership  agreement,  certain
        system  operations  and  selling,  general and  administrative  expenses
        incurred by the General  Partner on behalf of the Partnership are passed
        through to the Partnership.

        The   Partnership   participates   in  a  centralized   cash  management
        arrangement  with the  General  Partner.  The  General  Partner  pays or
        charges the  Partnership  monthly  interest,  computed using the General
        Partner's  average  borrowing rate (5.09% and 5.63% at December 31, 1999
        and 1998, respectively) on the amounts due to or from the Partnership.

        In December 1999, the General Partner contributed network equipment with
        an  appraised  fair  market  value of  $6,542 to the  Partnership.  As a
        result,  the General  Partner  issued a capital  call that  required the
        Limited  Partners  to  contribute  cash of  $6,574,  to  maintain  their
        respective  ownership   percentages.   As  of  December  31,  1999,  the
        contributions  had not been  received.  These  amounts were  recorded as
        contributions in the period,  with the related  receivable amounts being
        shown as a reduction in Partners' Capital.  All requested  contributions
        were received by March 16, 2000.

4.       MCI COMMUNICATIONS SETTLEMENT

        In December 1999, the  Partnership  settled all  outstanding  litigation
        with MCI Communications pertaining to a contract breach regarding retail
        kiosks.  As a result of this  settlement,  the  Partnership  was awarded
        $2,136,  that was recorded as other income in the financial  statements.
        The cash payment was received in January 2000.

5.       MAJOR SUPPLIER

        The Partnership  purchases  substantially  all of its network  equipment
        from one supplier.

6.      SUBSEQUENT EVENTS

        In  January  2000,  Vodafone  AirTouch  entered  in to a tower  sublease
        agreement ("the Agreement") with American Tower  Corporation  ("American
        Tower"). Concurrent with the original sublease agreement, American Tower
        also entered a  build-to-suit  agreement  whereby  American Tower has an
        exclusive right to construct new towers in certain  domestic  markets to
        Vodafone  AirTouch's  specifications  that will be  leased  to  Vodafone
        AirTouch.  The term of the  Agreement  differs for leased  sites  versus
        sites  owned  by the  company  and  ranges  up to 99  years.  Under  the
        Agreement,  Vodafone AirTouch will transfer the right to lease available
        space on up to 2,100  cellular  towers  owned by  Vodafone  AirTouch  in
        exchange for a cash payment of  approximately  $380 per tower.  Vodafone
        AirTouch  will also  receive a warrant to purchase  3,000,000  shares of
        American Tower Corporation Class A Common Stock (subject to reduction if
        fewer  than 2,100  towers  are  subleased).  Vodafone  AirTouch  will be
        required  to  pay   American   Tower  a  monthly   maintenance   fee  of
        approximately  $1.5 per tower for the  existing  physical  space used by
        their  cellular  equipment.  Vodafone  AirTouch will retain title to the
        tower  equipment  and will have the right of first  refusal  for leasing
        additional  space on the tower.  Up to  approximately  one hundred sixty
        (160) towers owned and operated by the  Partnership  and  subsidiary are
        included  in the above  transaction.  The  Partnership  is  entitled  to
        payments of  approximately  $380 per tower  subleased to American  Tower
        under the terms of the Agreement.  The Partnership is also entitled to a
        proportionate share of the warrants issued. The Agreement is expected to
        close in multiple tranches during the year 2000.

        In  September  1999,  Vodafone  AirTouch and Bell  Atlantic  Corporation
        ("Bell  Atlantic")  entered  into  an  Alliance  Agreement  under  which
        Vodafone  AirTouch would  contribute its U.S.  wireless  interest to the
        existing Cellco Partnership ("Cellco"),  an existing general partnership
        formed by Bell  Atlantic,  in  exchange  for a  partnership  interest in
        Cellco,  subject  to  certain  regulatory  and  other  approvals.   Upon
        obtaining such approvals,  as applicable,  Vodafone Air Touch's interest
        in the  Partnership and subsidiary will be contributed to Cellco as part
        of the Alliance  Agreement.  The Alliance Agreement is expected to close
        in the second quarter of 2000.


<PAGE>



              SACRAMENTO-VALLEY LIMITED PARTNERSHIP AND SUBSIDIARY
                  SCHEDULE I - VALUATION AND QUALIFYING ACCOUNT
                  YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
                                 (In thousands)
<TABLE>
<CAPTION>

                                  Balance at  Charged to               Balance
                                 Beginning of Costs and                 At end
                                    Period     Expenses   Deductions  of Period
                                 ------------ ----------  ----------- ----------
<S>                                 <C>         <C>      <C>            <C>
YEAR ENDED DECEMBER 31, 1999:
  Allowance for doubtful accounts   $1,823      $4,286   $(3,950) (a)   $2,159

YEAR ENDED DECEMBER 31, 1998:
  Allowance for doubtful accounts   $1,964      $4,289   $(4,430) (a)   $1,823

YEAR ENDED DECEMBER 31, 1997:       $1,305      $3,247   $(2,588) (a)   $1,964
  Allowance for doubtful accounts
</TABLE>

(a) Amounts reflect items written off, net of recoveries.








<PAGE>





                                    ROSEVILLE COMMUNICATIONS COMPANY
                                           INDEX TO EXHIBITS
                                             (ITEM 14(A) 3)



 Exhibit No. Description                                   Method         Page
                                                          of Filing
 ----------- -----------                                  ---------       ----
     3(a)    Articles of Incorporation of the           Incorporated by     -
             Company, together with Certificate            reference
             of Amendment of Articles of Incorporation
             dated of Incorporation dated June 21, 1996
             (Filed as Exhibit 3(a) to Form 10-Q
             Quarterly Report for the quarter
             ended September 30, 1996)

     3(b)    Bylaws of the Company                      Filed Herewith     84

     4(a)    Shareholder Rights Plan(Filed as Exhibit   Incorporated by     -
             2.1 to Form 8-A  Registration Statement       reference
             under the Securities Act of 1934)

    10(a)    Sacramento-Valley Limited Partnership      Incorporated by     -
             Agreement, dated  April 4, 1984 (Filed        reference
             as Exhibit I to Form 10-Q Quarterly Report
             of Roseville Telephone Company for the
             quarter ended March 31, 1984)

    10(b)    Credit Agreement of Roseville Telephone    Incorporated by     -
             Company with Bank of America National         reference
             Trust and Savings Association, dated
             March 27, 1992, with respect to $25,000,000
             term loan. (Filed as Exhibit 10(a) to
             Form 10-Q  Quarterly  Report of Roseville
             Telephone  Company for the quarter
             ended March 31, 1992)

    10(c)    Note Purchase Agreement for Series A       Incorporated by     -
             Senior Notes in the aggregate amount          reference
             of $40,000,000 dated December 9, 1998
             (Filed as Exhibit 10(c) to Form 10-K
             Annual Report of Roseville Communications
             Company for the year ended
             December 31, 1998)

    10(d)    Operating Agreement of West Coast          Incorporated by     -
             PCS LLC  (Filed as Exhibit 10(d)              reference
             to Form 10-K Annual Report of Roseville
             Communications Company for the year
             ended December 31, 1997)

    10(e)    1999 Restricted Stock Bonus Plan           Incorporated by     -
             (Filed as Exhibit 10(e) to Form 10-K          reference
             Annual Report of Roseville Communications
             Company for the year ended
             December 31, 1998)

    10(f)    2000 Equity Incentive Plan (Filed as       Incorporated by     -
             Exhibit 10(f) to Form 10-K Annual             reference
             Report of Roseville Communications
             Company for the year ended
             December 31, 1999)

    10(g)    Purchase  Purchase agreement for           Incorporated by     -
             sale of Sacramento-Valley Limited             reference
             Partnership, dated October 6, 2000
             (Filed as Exhibit 2.1 to Form 8-K
             Report of Roseville Communications
             Company)

    10 (h)   Letter agreement dated January 16, 2001    Filed herewith     107
             between Roseville Communications Company
             and Brian H. Strom

    10 (i)   Letter agreement dated January 16, 2001    Filed herewith     114
             between Roseville Communications Company
             and Michael D. Campbell

    10 (j)   Letter agreement dated January 16, 2001    Filed herewith     121
             between Roseville Communications Company
             and Jay B. Kinder

    10 (k)   Letter agreement dated January 16, 2001    Filed herewith     128
             between Roseville Communications Company
             and Phillip D. Germond

    10 (l)   Letter agreement dated January 16, 2001    Filed herewith     135
             between Roseville Communications Company
             and Robert M. Burger

    21(a)    List of subsidiaries (Filed as Exhibit 21  Incorporated by     -
             (a) to form 10-Q                              reference
             Quarterly Report of Roseville
             Communications Company for reference
             the quarter ended September 30, 20000)

    23.1     Consent of Ernst & Young LLP,              Filed herewith     142
             Independent Auditors

    23.2     Independent Auditors Consent               Filed herewith     143

    23.3     Consent of Independent Accountants         Filed herewith     144


<PAGE>


                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                        ROSEVILLE COMMUNICATIONS COMPANY
                                  (Registrant)


Date:  March 28, 2001           By:     /s/ Brian H. Strom
                                        ------------------
                                        Brian H. Strom,
                                        President and Chief
                                        Executive Officer


Date: March 28, 2001            By:     /s/Michael D. Campbell
                                        ----------------------
                                        Michael D. Campbell,
                                        Executive Vice President
                                        and Chief Financial Officer



<PAGE>


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  registrant and
in the capacities and on the dates indicated.

Date: March 28, 2001                    /s/ Thomas E. Doyle
                                        -------------------
                                        Thomas E. Doyle,
                                        Chairman of the Board

Date: March 28, 2001                    /s/ Brian H. Strom
                                        ------------------
                                        Brian H. Strom,
                                        President and Chief
                                        Executive Officer; Director

Date: March 28, 2001                    /s/ Michael D. Campbell
                                        -----------------------
                                        Michael D. Campbell,
                                        Executive Vice President
                                        and Chief Financial Officer

Date: March 28, 2001                    /s/ Ralph E. Hoeper
                                        -------------------
                                        Ralph E. Hoeper,
                                        Director

Date: March 28, 2001                    /s/ John R. Roberts III
                                        -----------------------
                                        John R. Roberts III,
                                        Director

Date: March 28, 2001                    /s/ Chris L. Branscum
                                        ---------------------
                                        Chris L. Branscum,
                                        Director

Date: March 28, 2001                    /s/ Neil J. Doerhoff
                                        --------------------
                                        Neil J. Doerhoff,
                                        Director

Date: March 28, 2001                    /s/ Kirk C. Doyle
                                        -----------------
                                        Kirk C. Doyle,
                                        Director

Date: March 28, 2001                    /s/ Timothy D. Taron
                                        --------------------
                                        Timothy D. Taron,
                                        Director




<PAGE>


                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                        ROSEVILLE COMMUNICATIONS COMPANY
                                  (Registrant)


Date: March 28, 2001     By:
                                        --------------------------------------
                                        Brian H. Strom,
                                        President and Chief
                                        Executive Officer


Date: March 28, 2001     By:
                                        --------------------------------------
                                        Michael D. Campbell,
                                        Executive Vice President
                                         and Chief Financial Officer


<PAGE>


                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  registrant and
in the capacities and on the dates indicated.


Date: March 28, 2001
                                         --------------------------------------
                                         Thomas E. Doyle,
                                         Chairman of the Board

Date: March 28, 2001
                                         --------------------------------------
                                         Brian H. Strom,
                                         President and Chief
                                         Executive Officer; Director

Date: March 28, 2001
                                         --------------------------------------
                                         Michael D. Campbell,
                                         Executive Vice President
                                         and Chief Financial Officer

Date: March 28, 2001
                                         --------------------------------------
                                         Ralph E. Hoeper,
                                         Director

Date: March 28, 2001
                                         --------------------------------------
                                         John R. Roberts III,
                                         Director

Date: March 28, 2001
                                         --------------------------------------
                                         Chris L. Branscum,
                                         Director

Date: March 28, 2001
                                         --------------------------------------
                                         Neil J. Doerhoff,
                                         Director

Date: March 28, 2001
                                         --------------------------------------
                                         Kirk C. Doyle,
                                         Director

Date: March 28, 2001
                                         --------------------------------------
                                         Timothy D. Taron,
                                         Director