Exhibit 10.7


                        AMENDMENT NO. 7 TO LOAN AGREEMENT

This  Amendment No. 7 (the  "Amendment")  dated as of March 25, 2004, is between
Bank of America, N.A. (the "Bank") and SureWest Communications (the "Borrower"),
formerly known as Roseville Communications Company.

                                    RECITALS

     A. The Bank and the Borrower entered into a certain Business Loan Agreement
dated  as of  March  15,  2000  (together  with  any  previous  amendments,  the
"Agreement").

     B. The Bank and the Borrower desire to amend the Agreement.

                                    AGREEMENT

     1.  Definitions.  Capitalized  terms used but not defined in this Amendment
shall have the meaning given to them in the Agreement.

     2. Amendments. The Agreement is hereby amended as follows:

     2.1 In Paragraph 1.2, the date "June 1, 2005" is  substituted  for the date
     "June 1, 2004."

     2.2 Paragraph 7.5 is amended to read in its entirety as follows:

     7.5  Interest  Coverage  Ratio.  To  maintain  on a  consolidated  basis on
     Interest  Coverage  Ratio of at least the ratios  indicated for each period
     specified below:

                                 Periods                    Ratios

                  Fiscal quarters ending March            1.50 : 1.0
                  31, 2004, June 30, 2004, and
                  September 30, 2004

                  Fiscal quarter and fiscal year           2.0 : 1.0
                  ending December 31,2004,
                  and thereafter

     "Interest Coverage Ratio" means the ratio of EBIT to interest expense.

     "EBIT"  means net  income,  less  income  or plus  loss  from  discontinued
     operations  and  extraordinary  items,  plus income  taxes,  plus  interest
     expense.  This ratio will be calculated at the end of each reporting period
     for which the Bank requires financial statements,  using the results of the
     twelve-month  period  ending  with  that  reporting  period.   Further,  in
     calculating this ratio for the reporting periods ending March 31,2004, June
     30,  2004,  and  September  30,  2004,  the  amount  Two  Million   Dollars
     ($2,000,000) shall be added to EBIT.

     3. Representations and Warranties.  When the Borrower signs this Amendment,
the Borrower  represents  and  warrants to the Bank that:  (a) there is no event
which is, or with notice or lapse of time or both would be, a default  under the
Agreement  except those events,  if any, that have been  disclosed in writing to
the  Bank or  waived  in  writing  by the  Bank,  (b) the.  representations  and
warranties in the Agreement are true as of the date of this Amendment as if made
on the date of this  Amendment,  (c) this  Amendment  does not conflict with any
law,  agreement,  or  obligation  by which the  Borrower is bound,  and (d) this
Amendment is within the

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Borrower's powers,  has been duly authorized,  and does not conflict with any of
the Borrower's organizational papers.

     4. Effect of Amendment.  Except as provided in this  Amendment,  all of the
terms and conditions of the Agreement shall remain in full force and effect.

     5.  Counterparts.  This Amendment may be executed in counterparts,  each of
which when so executed  shall be deemed an original,  but all such  counterparts
together shall constitute but one and the same instrument.

     6. FINAL  AGREEMENT.  BY SIGNING THIS  DOCUMENT EACH PARTY  REPRESENTS  AND
AGREES THAT: (A) THIS DOCUMENT  REPRESENTS THE FINAL  AGREEMENT  BETWEEN PARTIES
WITH RESPECT TO THE SUBJECT  MATTER  HEREOF,  (B) THIS DOCUMENT  SUPERSEDES  ANY
COMMITMENT  LETTER,  TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS
RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET
OR OTHER  WRITTEN  OUTLINE OF TERMS AND  CONDITIONS  EXPRESSLY  PROVIDES  TO THE
CONTRARY,  (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS  BETWEEN THE PARTIES,  AND
(D)  THIS  DOCUMENT  MAY  NOT  BE   CONTRADICTED   BY  EVIDENCE  OF  ANY  PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES.

     This  Amendment is executed as of the date stated at the  beginning of this
Amendment.

                                   Bank of America, N.A.

                                   By  /s/
                                       -----------------------------------------
                                   Robert L. Munn, Jr.
                                   Senior Vice President

                                   SureWest Communications

                                   By /s/
                                      -----------------------------------------
                                   Michael D. Campbell
                                   Executive Vice President, Chief FinanciaI
                                   Officer and Treasurer

                                   By /s/
                                      -----------------------------------------
                                   Brian H. Strom
                                   President and Chief Executive Officer