22
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

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

                   For the fiscal quarter ended June 30, 2001

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

                          Commission File Number 0-556

                             SUREWEST COMMUNICATIONS
--------------------------------------------------------------------------------
             (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.)

                 211 Lincoln 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 the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

As of July 31, 2001, 15,322,964 shares of the registrant's Common Stock were
outstanding.


<PAGE>
<TABLE>

                             SUREWEST COMMUNICATIONS
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)
                (Amounts in thousands, except per share amounts)
<CAPTION>


                                                   (Restated)                      (Restated)
                                     Quarter         Quarter        Six Months      Six Months
                                      Ended           Ended           Ended           Ended
                                  June 30, 2001   June 30, 2000   June 30, 2001   June 30, 2000
                                  -------------   -------------   -------------   -------------
                                        <S>          <C>              <C>               <C>

Operating revenues:
  Local service                      $13,783         $17,133         $31,856         $34,458
  Network access service              11,745          12,170          22,874          23,877
  Wireless service                     4,085             427           8,787             649
  Directory advertising                3,748           3,278           7,296           6,644
  Nonregulated sales and service       1,694           1,672           3,399           3,507
  Other                                3,566           2,405           6,843           4,787
                                      -------        -------          -------        -------
    Total operating revenues          38,621          37,085          81,055          73,922

Operating expenses:
  Cost of services and products       14,101          11,075          27,540          22,253
  Customer operations and selling      8,055           5,128          15,796          10,076
  General and administrative           6,554           4,600          12,110           9,262
  Depreciation and amortization        9,412           6,845          19,054          13,590
                                      -------         -------         -------         -------
    Total operating expenses          38,122          27,648          74,500          55,181
                                      -------         -------         -------         -------
Income from operations                   499           9,437           6,555          18,741

Other income (expense):
  Interest income                        966             190           3,541             383
  Interest expense                       (57)           (500)           (319)           (951)
  Equity in earnings of cellular
   partnership                             -           3,139               -           6,891
  Other, net                           1,063              77           1,024             151
                                     -------         -------         -------         -------
    Total other income, net            1,972           2,906           4,246           6,474
                                     -------         -------         -------         -------
Income before income taxes and
  cumulative effect of change in
  accounting principle                 2,471          12,343          10,801          25,215

Income taxes                             996           5,030           4,340          10,292
                                     -------          -------        -------          -------
Income before cumulative effect
  of change in accounting
  principle                            1,475           7,313           6,461          14,923

Cumulative effect of change in
  accounting principle, net of
  tax                                      -               -               -          (3,273)
                                     -------        --------         -------         -------
Net income                           $ 1,475        $  7,313         $ 6,461         $11,650
                                     =======        ========         =======         =======
Basic and diluted earnings per
 share (1):
Income before cumulative effect
  of change in accounting
  principle                          $   .10        $    .47         $   .42         $   .95

Cumulative effect of change in
  accounting principle, net of
  tax benefit                              -               -               -            (.21)
                                     -------        --------         -------         -------
Net income                           $   .10        $    .47         $   .42         $   .74
                                     =======        ========         =======         =======

</TABLE>

<PAGE>
<TABLE>

                             SUREWEST COMMUNICATIONS
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)
                (Amounts in thousands, except per share amounts)
<CAPTION>


                                                    (Restated)                     (Restated)
                                     Quarter         Quarter       Six Months      Six Months
                                      Ended           Ended          Ended           Ended
                                  June 30, 2001   June 30, 2000  June 30, 2001   June 30, 2000
                                  -------------   -------------  -------------   -------------
                                         <S>          <C>             <C>             <C>

Cash dividends per share (2)        $   .25         $   .25         $   .50         $   .50
                                    =======         =======         =======         =======
Shares of common stock used to
  calculate earnings per share       15,360          15,649          15,415          15,732
                                    =======         =======         =======         =======
Pro forma amounts assuming the
 accounting change is applied
 retroactively:

Income before cumulative effect
  of change in accounting
  principle                         $ 1,475         $ 7,313        $ 6,461          $14,923

Net income                          $ 1,475         $ 7,313        $ 6,461          $14,923

Basic and diluted earnings per
share:
Income before cumulative effect
  of change in accounting
  principle                         $   .10         $   .47        $  .42           $   .95

Net income                          $   .10         $   .47        $  .42           $   .95



</TABLE>







(1)   Shares used in the computation of net income per share of common stock are
      based on the weighted average number of shares outstanding in each period.
      Shares used in the computation of diluted earnings per share are not
      significantly different than the number of shares used in the computation
      of basic earnings per share.

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















                             See accompanying notes.

<PAGE>

                             SUREWEST COMMUNICATIONS
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)
                             (Amounts in thousands)
<TABLE>


                                               June 30, 2001      December 31, 2000
                                               --------------     -----------------
<S>                                              <C>             <C>
ASSETS
  Current assets:
    Cash and cash equivalents                       $ 53,595          $169,955
    Short-term investments                             5,161             7,435
    Accounts receivable, net                          21,089            24,515
    Refundable income tax                              2,576                 -
    Certificate of Deposit with related party         15,573                 -
    Receivable related to cellular
      partnership                                          -             5,513
    Inventories                                        4,894             3,696
    Deferred income tax asset                            993             6,613
    Deferred directory costs                           4,246             4,133
    Prepaid expenses and other current assets            490               547
                                                    --------          --------
      Total current assets                           108,617           222,407

  Property, plant and equipment, net                 295,334           277,981

  Investments and other assets:
    Long-term Certificate of Deposit with
      related party                                        -            15,155
    Wireless licenses, net                            13,819            12,929
    Deferred charges and other assets                    454               470
                                                    --------          --------
                                                      14,273            28,554
                                                    --------          --------
                                                    $418,224          $528,942
                                                    ========          ========
LIABILITIES AND SHAREHOLDERS' EQUITY
  Current liabilities:
    Current portion of long-term debt                $ 2,143          $  2,143
    Accounts payable and accrued liabilities           5,540            13,840
    Payables to telecommunications entities           23,886            23,346
    Advance billings and customer deposits             1,231             1,359
    Accrued income tax                                     -            92,050
    Accrued pension cost                               6,102             7,061
    Accrued compensation                               4,872             3,742
                                                    --------          --------
      Total current liabilities                       43,774           143,541

  Long-term debt                                      43,214            44,285

  Deferred credits and other liabilities              14,856            14,544

  Minority interest in subsidiary                          -             1,570

  Shareholders' equity:
    Common Stock, without par value;
      100,000 shares authorized,
      15,328 shares issued and
      outstanding  (15,564 shares in 2000)           177,016           181,547
    Retained earnings                                139,364           143,455
                                                    --------          --------
      Total shareholders' equity                     316,380           325,002
                                                    --------          --------
                                                    $418,224          $528,942
                                                    ========          ========
</TABLE>


                             See accompanying notes.

<PAGE>


<TABLE>

                             SUREWEST COMMUNICATIONS
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
                                   (Unaudited)
                             (Amounts in thousands)


<CAPTION>
                                                                   (Restated)
                                                 Six Months        Six Months
                                                   Ended             Ended
                                               June 30, 2001     June 30, 2000
                                               --------------    --------------
<S>                                              <C>               <C>

Net cash provided by(used in)                     $(63,818)          $24,081
 operating activities

Cash flows from investing activities:
  Capital expenditures for property, plant
    and equipment                                  (36,178)          (33,219)
  Purchases of held-to-maturity investments         (5,161)              (33)
  Maturities of held-to-maturity investments         7,435             5,250
  Investment in cellular partnership                     -            (3,078)
  Return of investment in cellular
    partnership                                          -            14,450
  Refundable deposit                                     -              (925)
  Changes in deferred charges and other
    assets                                              16                96
                                                   -------           -------
  Net cash used in investing activities            (33,888)          (17,459)

Cash flows from financing activities:
  Increase in short-term borrowing                       -            20,000
  Purchase of minority interest in
    Wireless subsidiary                             (2,500)                -
  Principal payments of long-term debt              (1,071)           (1,071)
  Dividends paid                                    (7,725)           (7,880)
  Repurchase of common stock                        (7,358)          (11,001)
                                                   -------           -------
  Net cash provided by (used in)
    financing activities                           (18,654)               48

Increase (decrease) in cash and cash               -------           -------
 equivalents                                      (116,360)            6,670

Cash and cash equivalents at beginning of
  period                                           169,955            10,886
                                                   -------           -------
Cash and cash equivalents at end of
  period                                           $53,595           $17,556
                                                   =======           =======


</TABLE>















                             See accompanying notes.

<PAGE>



                             SUREWEST COMMUNICATIONS
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
                             (Amounts in thousands)

1.        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

          The   condensed   consolidated   financial   statements   of  SureWest
          Communications  (the  "Company"),  formerly  Roseville  Communications
          Company,  have been prepared  pursuant to the rules and regulations of
          the Securities and Exchange Commission (the "SEC") and, in the opinion
          of  management,  include all  adjustments  (consisting  only of normal
          recurring adjustments) necessary to present fairly the results for the
          interim periods shown.  Certain  information and footnote  disclosures
          normally   included  in  annual  financial   statements   prepared  in
          accordance with accounting principles generally accepted in the United
          States have been  condensed or omitted  pursuant to such SEC rules and
          regulations and accounting  principles applicable for interim periods.
          Management believes that the disclosures made are adequate to make the
          information  presented not misleading.  These  condensed  consolidated
          financial   statements   should  be  read  in  conjunction   with  the
          consolidated  financial  statements and notes thereto  included in the
          Company's 2000 Annual Report to Shareholders.

          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").  SureWest  Directories,  Roseville Long Distance  Company
          ("Roseville Long Distance"),  SureWest Internet, SureWest Wireless and
          Roseville  Alternative  Company  ("Roseville  Alternative")  are  each
          wholly- owned  subsidiaries of the Company.  SureWest  Wireless is the
          manager of West Coast PCS LLC,  which does business using the SureWest
          Wireless name, which was formed for the purpose of providing  wireless
          personal communications services ("PCS"). The Company expects that the
          sources of its  revenues  and its cost  structure  may be different in
          future  periods  as a result of its entry  into  these  communications
          markets.

          Effective April 30, 2001, the Company acquired Foresthill  Telephone's
          ("FHT")  1.8%  interest in SureWest  Wireless  for $2.5  million.  The
          acquisition  was  accounted  for as a  purchase.  As a  result  of the
          acquisition,  the Company now owns 100% of SureWest Wireless. A member
          of the  Company's  Board  of  Director's  is the  President  and  sole
          shareholder of FHT.

2.        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.

          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  Note 1 -  Summary  of  Significant
          Accounting  Policies.  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:


<PAGE>


<TABLE>


        <S>                                 <C>           <C>      <C>

         Three months ended
           June 30, 2001                    Telecom       PCS     Consolidated
                                           ---------    --------  ------------
         Operating revenues                 $34,536      $4,085      $38,621
         Depreciation and amortization        6,762       2,650        9,412
         Income (loss) from operations        7,996      (7,497)         499

         Three months ended
           June 30, 2000 (restated)         Telecom       PCS     Consolidated
                                           ---------    --------  ------------
         Operating revenues                $ 36,658    $    427    $  37,085
         Depreciation and amortization        5,579       1,266        6,845
         Income (loss) from operations       12,713      (3,276)       9,437


         At June 30, 2001 or the six
         months ended                       Telecom       PCS     Consolidated
                                           ---------    --------  ------------
         Operating revenues                $ 72,268    $  8,787    $  81,055
         Depreciation and amortization       13,845       5,209       19,054
         Income (loss) from operations       19,402     (12,847)       6,555
         Assets                             329,495      88,729      418,224

         At June 30, 2000 or the six
         months ended (restated)            Telecom       PCS     Consolidated
                                           ---------    --------  ------------
         Operating revenues                $ 73,273    $    649    $  73,922
         Depreciation and amortization       11,248       2,342       13,590
         Income (loss) from operations       25,240      (6,499)      18,741
         Cumulative effect of change
           in accounting principle,
           net of tax                        (3,273)          -       (3,273)
         Assets                             297,816      52,511      350,327

</TABLE>

3.        Cumulative effect of 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 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 $3,273  (net of
          income taxes of $2,250).  Activation  revenue  previously  deferred in
          connection with the cumulative effect adjustment as of January 1, 2000
          recognized  for the quarters ended June 30, 2001 and 2000 was $462 and
          $619,  respectively.  For the six months ended June 30, 2001 and 2000,
          the  Company  recognized  activation  revenue  previously  deferred in
          connection  with the  cumulative  effect  adjustment  as of January 1,
          2000, in the amounts of $975 and $1.3 million, respectively.


<PAGE>





4.        RECENT ACCOUNTING PRONOUNCEMENTS

          The  Company   adopted  SFAS  No.  133,   "Accounting  for  Derivative
          Instruments  and  Hedging   Activities,"  on  January  1,  2001.  This
          statement  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
          adoption of SFAS No. 133 on January 1, 2001 had no material  affect on
          the consolidated financial statements of the Company.

          In  July  2001,  the  Financial   Accounting  Standards  Board  issued
          Statements No. 141, Business  Combinations,  and No. 142, Goodwill and
          Other   Intangible   Assets.   Statement   No.  141   eliminates   the
          pooling-of-interests  method of accounting  for business  combinations
          except for qualifying business  combinations that were initiated prior
          to July 1, 2001.  Under  Statement  No. 142,  goodwill and  indefinite
          lived  intangible  assets  are no longer  amortized  but are  reviewed
          annually,  or more  frequently if  impairment  indicators  arise,  for
          impairment.  The Company has not yet  determined  the impact,  if any,
          that  Statements  No.  141  and  142  will  have  on its  consolidated
          financial statements.

5.        REGULATORY MATTERS AND CHANGE IN ACCOUNTING ESTIMATE

          The  California  Public  Utilities  Commission  ("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  New   Regulatory   Framework
          proceeding.  In June 2001,  the P.U.C.  adopted an Alternate  Decision
          ("AD").  The AD  required  Roseville  Telephone  to further  amend its
          shareable  earnings  filing for 1998 and 1999 to provide an additional
          $1 million in shareable earnings,  which was recorded during the three
          months  ended June 30,  2001.  Additionally,  in  accordance  with the
          provisions of the AD, the Company recorded an additional liability and
          reduction  of revenues in the second  quarter of 2001 of $3.1  million
          relating to estimated  shareable earnings relating to 2000 and the six
          month  period  ended June 30,  2001.  The Company  disagrees  with the
          findings  of the AD issued by the  P.U.C.  and  anticipates  filing an
          appeal.








<PAGE>




                            SUREWEST COMMUNICATIONS

PART I

Item 2.           Management's Discussion and Analysis of Financial Condition
                  and Results of Operations.

Certain  information  included in the Company's  quarterly  report on Form 10-Q,
including  that  which  relates  to the  impact on future  revenue  sources  and
potential sharing obligations of pending and future regulatory orders, continued
expansion of the telecommunications  network and expected changes in the sources
of the Company's revenue and its cost structure  resulting from the its entrance
into new  communications  markets,  are forward looking  statements and are made
pursuant to the safe harbor  provisions of the Securities  Litigation Reform Act
of 1995.  Such  forward  looking  statements  are  subject to a number of risks,
assumptions and  uncertainties  that could cause the Company's actual results to
differ from those projected in such forward looking statements.

Important factors that could cause actual results to differ from those set forth
in the forward looking statements  include,  but are not limited to: advances in
telecommunications  technology,  changes  in the  telecommunications  regulatory
environment,  changes in competition  in markets in which the Company  operates,
the  availability  of future  financing,  changes in the demand for services and
products,  new product and service  development and  introductions,  pending and
future  litigation  and  unanticipated  changes in the  growth of the  Company's
emerging businesses,  including the PCS, internet and Competitive Local Exchange
Carrier operating entities.

Results of Operations

General

SureWest  Communications  (the  "Company"),  formerly  Roseville  Communications
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,  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.
SureWest  Directories,  a  wholly-owned  subsidiary  of the  Company,  produces,
publishes and distributes  Roseville Telephone's directory including the sale of
yellow pages advertising.  SureWest  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,   SureWest  Internet,  is  engaged  in  the
provision of high speed internet services.

The PCS segment  consists of the  Company's  wholly-owned  subsidiary,  SureWest
Wireless,  which is the owner of West Coast PCS LLC,  (which does business under
the name  "SureWest  Wireless"),  which was formed for the purpose of  providing
PCS.

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

Purchase of PCS Wireless Interest

Effective April 30, 2001, the Company acquired  Foresthill  Telephone  Company's
("FHT") 1.8% interest in SureWest Wireless for $2.5 million. The acquisition was
accounted  for as a purchase.  As a result of the  acquisition,  the Company now
owns 100% of SureWest Wireless.  A member of the Company's Board of Directors is
the President and sole shareholder of FHT.

Sale of Cellular Partnership Interest

On November 3, 2000, two of the Company's subsidiaries sold their collective 24%
cellular  partnership  interest  in  Sacramento-Valley  Limited  Partnership  to
Verizon Wireless for approximately $236.2 million, resulting in a gain of $201.3
million which was  recognized in the fourth  quarter of 2000. As of December 31,
2000 the Company had a $5.5  million  receivable  from Verizon  Wireless,  which
originated  prior to the sale.  The Company  received  $5.1  million  during the
quarter ended March 31, 2001 and received the balance  during the second quarter
of 2001.

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

Operating Revenues

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  constituted  approximately 66% and
79% of the Company's  total  operating  revenues for the quarters ended June 30,
2001 and 2000,  respectively.  For the six month periods ended June 30, 2001 and
2000,  revenues  subject to regulation  constituted  approximately  68% and 79%,
respectively,  of the Company's total operating  revenues.  Revenues  subject to
regulation, which include local service, network access service and toll service
revenues  generated by Roseville  Telephone,  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.

Interstate  telephone  service  rates are subject to  regulation  by the Federal
Communications  Commission  ("F.C.C.").  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 and the six month period ended June
30, 2001 the Company recorded liabilities to various telecommunications entities
aggregating  $8.1 million and $3.2  million,  respectively,  through  charges to
operating  revenues.  During the quarter  ended June 30, 2001,  the Company made
payments  to  certain of these  telecommunications  utilities  aggregating  $6.8
million.

Intrastate  telephone service rates are subject to regulation by the P.U.C. With
respect to intrastate  toll calls,  interexchange  carriers are assessed  access
charges based on tariffs filed by Roseville Telephone. 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 for the  quarters  ended June 30, 2001 and
2000,  3%  and  11%,   respectively,   were  recorded  under  these  agreements.
Approximately  3% and 11%, of the Company's  total  revenues were recorded under
Pacific Bell  agreements  during the six months  periods ended June 30, 2001 and
2000, respectively. In 1999, Pacific Bell expressed interest in withdrawing from
the  designated  carrier plan  ("DCP") for  Roseville  Telephone's  toll traffic
entering  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 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.  In addition,  Roseville  Telephone and
Pacific Bell have agreed to allow the current DCP  arrangement to expire without
renewal in December 2001. The results of these  proceedings  and their potential
effects on Roseville Telephone cannot yet be determined.

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 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. In June 2001 the P.U.C.
adopted an Alternate  Decision ("AD") in this matter. The AD did not suspend the
sharing mechanism and required Roseville  Telephone Company to further amend its
intrastate  shareable earnings filing for 1998 and 1999 to provide an additional
$1 million in shareable  earnings,  which was  recorded  during the three months
ended June 30, 2001. Additionally,  in accordance with the provisions of the AD,
the Company  recorded an additional  liability in the second  quarter of 2001 of
$3.1 million relating to estimated  intrastate  shareable  earnings  relating to
2000 and the six month period ended June 30, 2001.  The company  disagrees  with
the findings of the AD issued by the P.U.C. and anticipates filing an appeal. In
accordance with the provisions of the preliminary proposed decision, the Company
had already  recorded a liability in the fourth quarter of 2000 aggregating $3.2
million through a charge to operating revenues.

As of June 30,  2001,  the Company had an aggregate  liability of $16.8  million
relating to its estimated interstate and intrastate sharing obligations.

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

Quarter and six months ended June 30, 2001 and 2000

Operating Revenues:

Total operating revenues increased $1.5 million and $7.1 million, or 4% and 10%,
for the quarter and six-month periods ended June 30, 2001, respectively compared
to the same periods in 2000.  Wireless service  revenues  increased $3.7 million
and $8.1  million  for the  quarter and six month  period  ended June 30,  2001,
respectively,  compared  to the same  periods  in 2000 as a result of  continued
additions to the customer base. Wireless revenues for the quarter ended June 30,
2001 were negatively  impacted by billings to certain customers of $680 thousand
that did not meet all of the criteria for revenue  recognition due to collection
concerns. Other revenues for the six month period ended June 30, 2001, increased
$2.1 million or 43% over the prior period due  primarily to continued  growth in
the  SureWest  Internet  customer  base and an increase in  penetration  of long
distance services.

Revenues  subject to regulation  decreased by $3.8 million and $3.6 million,  or
13%  and 6%,  for the  quarter  and six  month  periods  ended  June  30,  2001,
respectively,  compared  to the  same  periods  in  2000.  These  revenues  were
positively  effected by the combined  effects of 1) access line growth of 1%, 2)
improved  penetration in custom calling and other enhanced  network  services 3)
increased network access revenues due to larger minute-of-use volumes,  expanded
demand for  dedicated  access  services  and growth in digital  subscriber  line
services.  These  increases  were offset  primarily by  reductions  to operating
revenues of $5.5 million and $7.3 million  relating to the  Company's  estimated
interstate  and  intrastate  sharing  obligations  for the quarter and six month
periods ended June 30, 2001, respectively.

Directory  advertising revenues increased $470 and $652, or 14% and 10%, for the
quarter and six month periods ended June 30, 2001, respectively, compared to the
same  periods in 2000,  due to an  increase  in  advertising  sales  relating to
Roseville Telephone's directory and the introduction of the Sacramento book.

Operating Expenses:

Total operating expenses  increased $10.5 million and $19.3 million,  or 38% and
35%, for the quarter and six month  periods  ended June 30, 2001,  respectively,
compared to the same periods in 2000. Cost of services and products increased $3
million and $5.3  million,  for the quarter and six month periods ended June 30,
2001,  respectively,  or 27% and 24%, due primarily to increased  costs in tower
rents and  telephone  sets related to the  continuing  expansion of the coverage
area and  increased  demand  for  SureWest  Wireless  service,  transport  costs
associated with long distance services, and modem and transport costs related to
internet services.

Customer operations and selling expense increased $2.9 million and $5.7 million,
or 57% for the quarter and six month periods ended June 30, 2001,  respectively,
compared to the same periods in 2000.  The increases  were due primarily to $768
thousand of bad debt expense,  and increased  sales  commissions  and subscriber
billing  costs  associated  with the  continued  growth of wireless and internet
services.

General and Administrative  expenses  increased $2 million and $2.8 million,  or
42% and 31%,  for the  quarter  and six  month  periods  ended  June  30,  2001,
respectively,  compared to the same periods in 2000,  due primarily to increased
labor  costs  resulting  from  both an  increase  in the  size of the  Company's
workforce and normal compensation increases,  and costs related to the Company's
name change.

Depreciation and amortization increased $2.6 million and $5.5 million or 38% and
40%, for the quarter and six month  periods  ended June 30, 2001,  respectively,
compared to the same period in 2000. The increases  resulted from an increase in
telephone  and wireless  plant  coupled with the  reduction in estimated  useful
lives of certain  elements of property  and  equipment  in  connection  with the
discontinuance of regulatory accounting in December 2000.

Other Income, Net:

Other income, net, decreased $934 thousand and $2.2 million, or 32% and 34%, for
the quarter and six month periods ended June 30, 2001, respectively, compared to
the same  periods in 2000.  As a result of the  Company's  sale of its  cellular
partnership  interest in November,  2000,  the Company did not record any income
from the partnership's  operations in the 2001 periods. The reduction was offset
in part by an  increase  in  interest  income  as a  result  of  larger  average
investment  balances  derived  substantially  from  the  sale  of  the  cellular
partnership interest.

Income Taxes:

Income  taxes  for the  quarter  and six  month  periods  ended  June 30,  2001,
decreased  $4.0  million and $6.0  million,  respectively,  compared to the same
periods in 2000 due  primarily  to the  decrease in income  subject to tax.  The
effective federal and state income tax rates were approximately  40.2% and 40.8%
for the six month periods ended June 30, 2001 and 2000, respectively.

Liquidity and Capital Resources

As reflected in the Condensed  Consolidated  Statements of Cash Flows,  net cash
used in operating  activities  was $63.8  million for the six month period ended
June 30, 2001.  Net cash provided by operating  activities was $24.1 million for
the six month period ended June 30,  2000.  The decrease in cash from  operating
activities  for the six month  period  ended June 30, 2001  compared to the same
period in 2000, was due primarily to a $90 million payment of income tax related
to the sale of the Company's cellular  partnership  interest in 2000. During the
six  month  period  ended  June 30,  2001,  the  Company  used cash  flows  from
operations   and  existing  cash  and  cash   equivalents  to  fund  1)  capital
expenditures of $36.2 million pertaining to ongoing plant construction projects,
2) common stock  repurchases  of $7.4 million 3) dividends of $7.7  million,  4)
principal  payments of $1.1 million to retire long-term debt, and 5) purchase of
Foresthill Telephone Company's interest in SureWest Wireless for $2.5 million.

The Company's most  significant use of funds for the balance of 2001 is expected
to be for 1) remaining  budgeted  capital  expenditures of  approximately  $23.1
million,  2) remaining  scheduled  payments of long-term debt of $1.1 million 3)
anticipated cash dividends of $7.6 million, and 4) net operating expenditures of
up to $5.2 million relating to SureWest Wireless.

In February  2000,  the Board of Directors  authorized the repurchase of up to 1
million  shares of Company  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.  As of June 30, 2001, approximately 494
thousand shares of common stock have been repurchased.  As a result, the Company
has  authorization  from the Board of Directors to repurchase an additional  506
thousand outstanding shares.

In March 2000,  the Company  entered into a business loan  agreement with a bank
for a $30 million line of credit 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.  There were no amounts  outstanding  under this line at
June 30, 2001.

In addition to existing cash, cash  equivalents and short-term  investments,  as
well as the Company's borrowing capacity under the aforementioned  business loan
agreement,  the Company may consider other sources of external financing for the
purposes of funding future capital expenditures and potential investments.


Other Financial Information

The Company  adopted SFAS No. 133,  "Accounting  for Derivative  Instruments and
Hedging  Activities,"  on January  1,  2001.  This  statement  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  adoption of SFAS No. 133 on January 1, 2001 had no  material  effect on the
consolidated financial statements of the Company.

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",  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).  Activation  revenue  previously  deferred in
connection  with  the  cumulative  effect  adjustment  as  of  January  1,  2000
recognized  for the quarters  ended June 30, 2001 and 2000 was $462 thousand and
$619  thousand,  respectively.  For the six month period ended June 30, 2001 and
2000 the Company recognized activation revenue previously deferred in connection
with the  cumulative  effect  adjustment as of January 1, 2000 in the amounts of
$975 thousand and $1.3 million, respectively.

In July 2001, the Financial  Accounting  Standards  Board issued  Statements No.
141, Business  Combinations,  and No. 142, Goodwill and Other Intangible Assets.
Statement No. 141 eliminates the  pooling-of-interests  method of accounting for
business  combinations  except for qualifying  business  combinations  that were
initiated  prior  to July  1,  2001.  Under  Statement  No.  142,  goodwill  and
indefinite  lived  intangible  assets are no longer  amortized  but are reviewed
annually, or more frequently if impairment indicators arise, for impairment. The
Company has not yet determined the impact,  if any, that  Statements No. 141 and
142 will have on its consolidated financial statements.







<PAGE>



PART II

Item 1.  Regulatory and 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.

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.

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.  These orders
have addressed the terms and conditions under which  competitive  local exchange
carriers may interconnect with the networks of and have access to the facilities
of incumbent local exchange carriers. In addition,  the F.C.C. has issued orders
and is  continuing  to review  proposals  in  connection  with  reform of access
charges and universal service mechanisms. Many of these orders were successfully
appealed and a number of appeals of the F.C.C.'s rules are currently pending. In
addition, the P.U.C. has adopted orders in furtherance of the Act.

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



<PAGE>



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

On May 18, 2001,  the Company held its  regularly  scheduled  Annual  Meeting of
Shareholders, at which the shareholders:

(1)  Elected a Board of eight (8) Directors; and

(2)  Considered  and acted upon a proposal  to amend the  Company's  Articles of
     Incorporation   to  change  the  Company's   corporate  name  to  "SureWest
     Communications".

The eight nominees to serve, as directors, which constituted the existing Board
of Directors, were all reelected to serve as directors, by the following votes
(out of 15,442,658).
<TABLE>
<CAPTION>

                                                         Broker Non-
                                                            Votes
                                                             and
                          Votes          Votes           Abstenetions
     Director              For          Withheld
   ------------        -----------    ----------         -----------
<S>                        <C>            <C>                 <C>

Thomas E. Doyle         12,782,438      326,562              N/A
Kirk C. Doyle           12,796,165      312,835              N/A
Brian H. Strom          12,805,343      303,657              N/A
Ralph E. Hoeper         12,826,784      282,216              N/A
John R. Roberts III     12,830,457      278,543              N/A
Chris L. Branscum       12,826,005      282,995              N/A
Timothy D. Taron        12,803,445      305,555              N/A
Neil J. Doerhoff        12,828,129      280,871              N/A
</TABLE>


The proposal to approve and adopt the Company's corporate name to SureWest
Communications was approved by the following vote:
<TABLE>

      For        Against/Withheld   Abstentions   Broker Non-Votes
   ----------    ----------------   -----------   ----------------
        <S>              <C>             <C>             <C>
   10,899,856        1,561,075        648,069            N/A

</TABLE>


<PAGE>



Item 6. Exhibits and Reports on Form 8-K.
        ---------------------------------

a) See Index to Exhibits.

b) Reports on Form 8-K:

     The Company filed a report on Form 8-K on May 30, 2001 relating to the
     corporate name change to "SureWest Communications."



<PAGE>

<TABLE>

                             SUREWEST COMMUNICATIONS
                                INDEX TO EXHIBITS
                                  (Item 6 (a))
        <S>                                     <C>                                        <C>             <C>

                                                                                          Method
    Exhibit No.                               Description                                of Filing          Page
    -----------                               -----------                                ---------          ----
        3(a)          Articles of Incorporation of the Company, together with         Incorporated by        -
                      Certificate of Amendment of Articles of Incorporation dated        reference
                      January 25, 1996 and Certificate of Amendment of Articles
                      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)          Certificate of Amendment of Articles of Incorporation dated     Filed Herewith         22
                      May 18, 2001

        3(c)          Bylaws of the Company (Filed as Exhibit 3(b)to Form 10-K        Incorporated by        -
                      Annual Report of Roseville Communications Company for the          reference
                      year ended December 31, 2000)

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

       10(a)          Credit Agreement of Roseville Telephone Company with Bank       Incorporated by        -
                      of America National Trust and Savings Association, dated           reference
                      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(b)          Note Purchase Agreement for Series A Senior Notes in the        Incorporated by        -
                      aggregate amount of $40,000,000 dated December 9, 1998             reference
                      (Filed as Exhibit 10(b) to Form 10-K Annual Report of
                      Roseville Communications Company for the year ended
                      December 31, 1998)

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

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

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

       10(f)          Business Loan Agreement of Roseville Communications Company     Incorporated by        -
                      with Bank of America, dated March 15, 2000, as amended by          reference
                      Amendment No. 1 dated as of April 10, 2000 (Filed as
                      Exhibit 10 (f) to Form 10-Q Quarterly Report of Roseville
                      Communications Company for the  quarter ended March 31,
                      2000)

       10 (g)         Letter agreement dated January 16, 2001                         Incorporated by        -
                      between Roseville Communications Company and Brian H. Strom        reference
                      (Filed as Exhibit 10 (g) to Form 10-K Annual Report of
                      Roseville Communications Company for the  year ended
                      December 31, 2000)

       10 (h)         Letter agreement dated January 16, 2001                         Incorporated by        -
                      between Roseville Communications Company                           reference
                      and Michael D. Campbell (Filed as Exhibit 10 (h) to Form
                      10-K Annual Report of Roseville Communications Company for
                      the year ended December 31, 2000)

       10 (i)         Letter agreement dated January 16, 2001                         Incorporated by        -
                      between Roseville Communications Company                           reference
                      and Jay B. Kinder (Filed as Exhibit 10 (i) to Form 10-K
                      Annual Report of Roseville Communications Company for the
                      year ended December 31, 2000)

       10 (j)         Letter agreement dated January 16, 2001                         Incorporated by        -
                      between Roseville Communications Company                           reference
                      and Phillip D. Germond (Filed as Exhibit 10 (j) to Form
                      10-K Annual Report of Roseville Communications Company for
                      the year ended December 31, 2000)

       10 (k)         Letter agreement dated January 16, 2001                         Incorporated by        -
                      between Roseville Communications Company                           reference
                      and Robert M. Burger (Filed as Exhibit 10 (k) to Form 10-K
                      Annual Report of Roseville Communications Company for the
                      year ended December 31, 2000)

</TABLE>


<PAGE>



                                   signatures

Pursuant to the requirements 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.

                             SUREWEST COMMUNICATIONS
                                  (Registrant)


Date:  August 1, 2001         By:          /s/BRIAN H. STROM
                                           ------------------------------------
                                            Brian H. Strom,
                                            President and Chief
                                            Executive Officer



Date:  August 1, 2001         By:          /s/MICHAEL D. CAMPBELL
                                           ------------------------------------
                                            Michael D. Campbell,
                                            Executive Vice President
                                            and Chief Financial Officer


<PAGE>



                                   signatures

Pursuant to the requirements 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.

                             SUREWEST COMMUNICATIONS
                                  (Registrant)


Date:   August 1, 2001         By:         ___________________________
                                             Brian H. Strom,
                                             President and Chief
                                             Executive Officer



Date:   August 1, 2001        By:          ___________________________
                                             Michael D. Campbell,
                                             Executive Vice President
                                             and Chief Financial Officer