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 September 30, 2002

              [ ] 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.)

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

As of October 31, 2002,  14,529,019 shares of the registrant's Common Stock were
outstanding.


<PAGE>

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

                                         Quarter               Quarter             Nine Months           Nine Months
                                          Ended                 Ended                 Ended                 Ended
                                    September 30, 2002    September 30, 2001    September 30, 2002    September 30, 2001
                                      -------------         -------------         -------------         -------------
<S>                                        <C>                    <C>                    <C>                <C>
Operating revenues:
  Local service                          $16,918               $16,929               $50,479               $48,785
  Network access service                  19,321                11,389                45,524                34,263
  Wireless service                         5,917                 3,267                17,377                12,054
  Directory advertising                    3,600                 3,598                10,954                10,894
  Nonregulated sales and service           1,502                 1,725                 4,140                 5,124
  Other                                    5,088                 3,410                11,629                 9,798
                                          ------                ------               -------               -------
    Total operating revenues              52,346                40,318               140,103               120,918

Operating expenses:
  Cost of services and products           16,096                14,938                44,694                41,488
  Customer operations and selling          8,578                 7,459                24,593                23,847
  General and administrative               8,703                 6,215                22,197                18,268
  Depreciation and amortization           11,943                10,087                33,417                29,141
                                         -------               -------               -------               -------
    Total operating expenses              45,320                38,699               124,901               112,744
                                         -------               -------               -------               -------
Income from operations                     7,026                 1,619                15,202                 8,174

Other income (expense):
  Interest income                             60                   785                   488                 4,326
  Interest expense                          (535)                  (15)               (1,234)                 (334)
  Gain on sale of alarm
   monitoring assets                           -                     -                 4,435                     -
  Other, net                                (131)                  (27)                 (238)                  997
                                         -------               -------               -------               -------
    Total other income (expense),
      Net                                   (606)                  743                 3,451                 4,989
                                         -------               -------               -------               -------
Income before income taxes                 6,420                 2,362                18,653                13,163

Income taxes                               2,568                   915                 7,489                 5,255
                                         -------               -------               -------               -------
Net income                               $ 3,852               $ 1,447               $11,164               $ 7,908
                                         =======               =======               =======               =======
Basic and diluted earnings per
  share (1):                             $   .26               $   .09               $   .75               $   .51

Cash dividends per share (2)             $   .25               $   .25               $   .75               $   .75
                                         =======               =======               =======               =======
Shares of common stock used to
  calculate earnings per share            14,534                15,290                14,870                15,366
                                         =======               =======               =======               =======
</TABLE>


(1)  Shares used in the computation of basic earnings per share are based on the
     weighted average number of common shares  outstanding,  excluding  unvested
     restricted  common  shares.  Shares  used  in the  computation  of  diluted
     earnings per share are based on the weighted  average  number of common and
     other potentially dilutive securities outstanding in each period.

(2)  Cash  dividends per share 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>
<CAPTION>
                                                    September 30, 2002            December 31, 2001
                                                    ------------------            -----------------
<S>                                                     <C>                             <C>
ASSETS
  Current assets:
    Cash and cash equivalents                             $ 16,641                      $54,520
    Short-term investments                                       -                        1,723
    Accounts receivable, net                                24,068                       20,282
    Refundable income tax                                    9,769                        2,619
    Inventories                                              3,501                        3,324
    Deferred income tax asset                                  641                          640
    Deferred directory costs                                 3,729                        3,260
    Prepaid expenses and other current assets                2,885                        1,726
                                                          --------                     --------
      Total current assets                                  61,234                       88,094

  Property, plant and equipment, net                       323,901                      308,073

  Investments and other assets:
    Wireless licenses, net                                  13,566                       13,566
    Goodwill                                                 2,171                        2,171
    Deferred charges and other assets                          416                          439
                                                          --------                     --------
                                                            16,153                       16,176
                                                          --------                     --------
                                                          $401,288                     $412,343
                                                          ========                     ========
LIABILITIES AND SHAREHOLDERS' EQUITY
  Current liabilities:
    Short-term borrowings                                 $ 15,000                     $      -
    Current portion of long-term debt                        2,143                        2,143
    Accounts payable and accrued liabilities                 8,470                       11,093
    Estimated shareable earnings obligations                10,943                       16,597
    Advance billings and deferred revenues                   8,657                        8,144
    Accrued pension cost                                     3,000                        6,551
    Accrued compensation                                     5,466                        4,218
                                                          --------                     --------
      Total current liabilities                             53,679                       48,746

  Long-term debt                                            40,536                       42,142

Deferred income tax                                         24,197                       11,206

Other liabilities and deferred revenues                      9,404                        8,456

Shareholders' equity:
    Common Stock, without par value;
      100,000 shares authorized,14,529 and
      15,110 shares issued and
      outstanding at September 30, 2002 and
      December 31, 2001, respectively                      157,876                      172,083
    Deferred stock-based compensation                         (146)                        (303)
    Retained earnings                                      115,742                      130,013
                                                          --------                     --------
      Total shareholders' equity                           273,472                      301,793
                                                          --------                     --------
                                                          $401,288                     $412,343
                                                           ========                     ========
</TABLE>

                                                        See accompanying notes.

<PAGE>

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

<TABLE>
<CAPTION>


                                                       Nine Months                   Nine Months
                                                          Ended                         Ended
                                                   September 30, 2002             September 30, 2001
                                                   ------------------             ------------------
<S>                                                      <C>                             <C>
Net cash provided by (used in)
 operating activities                                   $ 28,577                     $(46,830)

Cash flows from investing activities:
  Purchase of substantially
    all of the assets from Western
    Integrated Networks, LLC                             (12,277)                           -
  Proceeds from sale of alarm monitoring
    assets                                                 4,495                            -
  Purchase of SureWest Custom Data Services,
    net of cash acquired                                       -                       (2,128)
  Purchase of minority interest in
    wireless subsidiary                                        -                       (2,500)
  Capital expenditures for property, plant
    and equipment                                        (34,761)                     (48,724)
  Purchases of held-to-maturity investments                    -                       (5,749)
  Maturities of held-to-maturity investments               1,723                        7,435
  Changes in deferred charges and other
    assets                                                   657                          179
                                                         -------                      -------
  Net cash used in investing activities                  (40,163)                     (51,487)

Cash flows from financing activities:
  Increase in short-term borrowings                       15,000                            -
  Principal payments of long-term debt                    (1,606)                      (1,609)
  Dividends paid                                         (11,120)                     (11,554)
  Repurchase of common stock                             (29,463)                      (9,957)
  Proceeds from exercise of stock options                    896                            -
                                                         -------                      -------
  Net cash used in financing activities                  (26,293)                     (23,120)

                                                         -------                      -------
Decrease in cash and cash equivalents                    (37,879)                    (121,437)

Cash and cash equivalents at beginning of
  period                                                  54,520                      169,955
                                                         -------                      -------
Cash and cash equivalents at end of
  period                                                $ 16,641                     $ 48,518
                                                         =======                      =======

</TABLE>
                                                      See accompanying notes.



<PAGE>

                             SUREWEST COMMUNICATIONS
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
                (Amounts in thousands, except per share amounts)

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     The condensed consolidated financial statements of SureWest  Communications
     (the "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 2001 Annual Report on Form 10-K.

     The Company is a holding company with subsidiaries that provide  integrated
     communications  services.  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  Broadband,  SureWest  Custom  Data  Services
     (formerly QuikNet,  Inc), SureWest Wireless,  SureWest Televideo ("SureWest
     Broadband/   Residential   Services")  and  Roseville  Alternative  Company
     ("Roseville   Alternative")  are  each  wholly-owned  subsidiaries  of  the
     Company.   SureWest  Wireless  provides  wireless  personal   communication
     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 new communications markets.

     On January 25, 2002,  the Company sold  substantially  all of the assets of
     its  alarm  monitoring  division,  which  was a  component  of the  Telecom
     segment, for approximately  $5,150,  subject to certain future adjustments,
     which are not expected to be material. This sale resulted in a pre-tax gain
     of $4,435  during the quarter ended March 31, 2002.  Through  September 30,
     2002,  the Company had received cash proceeds of $4,995,  of which $500 was
     received  during  the fourth  quarter  of 2001,  related to the sale of the
     alarm  monitoring  division assets.  The alarm monitoring  assets consisted
     primarily of customer  contracts and equipment,  which had a net book value
     of approximately  $355 as of the date of the sale. Total operating revenues
     attributable to the Company's alarm monitoring  division during the quarter
     ended September 30, 2001 were $655 (none in the third quarter of 2002). For
     the nine-month  periods ended September 30, 2002 and 2001,  total operating
     revenues  attributable to the Company's alarm monitoring division were $279
     and $1,869, respectively.

     On May 17, 2002, the Company's  shareholders  approved a proposal to change
     the  Company's  state of  incorporation  from  California  to Delaware.  In
     addition,  the  shareholders  approved an increase of the Company's  Common
     Stock from 100  million  shares to 200  million  shares with a par value of
     $0.01 and also  authorized 10 million shares of preferred  stock with a par
     value of $0.01. The enactment of the  aforementioned  approvals was left to
     the discretion of the Board of Directors.  At present, these approvals have
     not been implemented.

     On May 31, 2002, the Company  repurchased 300 thousand shares of its common
     stock  from one if its  employee  benefit  plans at a price of  $50.00  per
     share. The shares were retired upon repurchase.

     Effective July 31, 2001, the Company acquired all of the outstanding common
     stock of SureWest  Custom Data Services for $2,100 in cash. The acquisition
     was accounted for as a purchase in accordance  with  Statement of Financial
     Accounting  Standards  ("SFAS") No. 141.  The  tangible  assets of SureWest
     Custom Data Services acquired by the Company,  aggregating $491,  consisted
     principally of cash,  accounts receivable and property plant and equipment.
     The  liabilities of SureWest  Custom Data Services  assumed by the Company,
     aggregating $534,  consisted  principally of accounts payable and long-term
     debt. As a result of the purchase  price  allocation  associated  with this
     acquisition, the Company recorded $2,200 of goodwill.

     During the second  quarter of 2001,  the Company  acquired from  Foresthill
     Telephone Co. ("FHT") its 1.8% interest in SureWest  Wireless for $2,500 in
     cash.  The  acquisition  of this  minority  interest was accounted for as a
     purchase.  As a result of the  acquisition,  the  Company  now owns 100% of
     SureWest Wireless. A former member of the Company's Board of Directors was,
     at the time of the acquisition, the President and sole shareholder of FHT.

     Certain  amounts in the Company's  2001  condensed  consolidated  financial
     statements have been  reclassified to conform with the  presentation of its
     2002 condensed consolidated financial statements.

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, digital cable,
     and  the  sale  of  non-regulated  products  and  services  principally  to
     customers residing in Roseville  Telephone's service area and outside area.
     The PCS segment provides wireless personal  communications services and the
     sale  of  related  communications  equipment.  The  Company  evaluates  the
     performance  of  these  business  segments  based  on  income  (loss)  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:
<TABLE>
<CAPTION>

         Three months ended
           September 30, 2002                   Telecom             PCS             Consolidated
                                              ----------         ---------          ------------
        <S>                                     <C>                 <C>                  <C>
         Operating revenues                   $  46,429         $  5,917            $   52,346
         Depreciation and amortization            8,076            3,867                11,943
         Income (loss) from operations           13,619           (6,593)                7,026

         Three months ended
           September 30, 2001                   Telecom             PCS             Consolidated
                                              ----------         ---------          ------------
         Operating revenues                   $  37,051         $  3,267            $   40,318
         Depreciation and amortization            7,285            2,802                10,087
         Income (loss) from operations            9,926           (8,307)                1,619

         At September 30, 2002 and for
           the nine months ended                Telecom             PCS             Consolidated
                                              ----------         ---------          ------------
         Operating revenues                   $ 122,726         $ 17,377            $  140,103
         Depreciation and amortization           22,228           11,189                33,417
         Income (loss) from operations           34,452          (19,250)               15,202
         Assets                                 309,296           91,992               401,288

         At September 30, 2001 and for
           the nine months ended                Telecom            PCS               Consolidated
                                               ---------         --------            ------------
         Operating revenues                   $ 108,864         $ 12,054             $  120,918
         Depreciation and amortization           21,131            8,010                 29,141
         Income (loss) from operations           29,328          (21,154)                 8,174
         Assets                                 326,700           89,741                416,441
</TABLE>

3.   Asset Purchase

     On July 12, 2002, the Company purchased  substantially all of the assets of
     Western  Integrated  Networks,  LLC and certain  affiliates  (collectively,
     "WIN") in a transaction  supervised by the United States  Bankruptcy  Court
     for the  District of  Colorado.  The  purchase  price for the assets of WIN
     consisted  of (i)  $12,000 in cash,  $700 of which was  deposited  with WIN
     during the second quarter of 2002,  (ii) direct  acquisition  costs of $429
     and (iii) the assumption of certain current liabilities  aggregating $3,363
     relating principally to executory  contracts.  Under the terms of the asset
     purchase agreement, $1,200 of the aggregate purchase price is being held in
     an escrow account for 180 days  subsequent to July 12, 2002, to protect the
     Company in the event of any breaches by WIN.

     The Company  does not believe the assets  acquired  from WIN  constitute  a
     self-sustaining,  integrated  set  of  activities  and  assets  that  would
     constitute  a business,  principally  due to the absence of an  established
     customer base at WIN or  significant  revenue  generating  activities as of
     July 12, 2002.  Since July 12,  2002,  the Company has been  utilizing  the
     assets  acquired from WIN to offer  bundled  high-speed  Internet,  digital
     cable  and  telephone  services  under the  SureWest  Broadband\Residential
     Services name in the Sacramento metropolitan area.

     The following  table  summarizes  the  estimated  fair values of the assets
     acquired and liabilities assumed at the date of acquisition, July 12, 2002,
     based  on  the  Company's  preliminary  allocation  of  the  aforementioned
     purchase price:
<TABLE>
<CAPTION>
                <S>                                         <C>
          Accounts receivable                            $   465
          Equipment held for sale, net                     1,159
          Other current assets                               800
          Property, plant and equipment                   13,368
                                                          ------

            Total assets acquired                         15,792

          Current liabilities assumed under
          executory contracts                              3,193
          Other liabilities                                  170
                                                          ------

            Total liabilities assumed                      3,363
                                                          ------

            Net assets acquired                          $12,429
                                                          ------
                                                          ------

</TABLE>


     The carrying  values of the assets and  liabilities of WIN that the Company
     is using in its ongoing operations have been preliminarily  adjusted in the
     accompanying  condensed  consolidated  financial  statements based on their
     estimated fair values as of July 12, 2002. The equipment purchased from WIN
     that is held for sale consists  primarily of network facility plant located
     in Dallas, Texas. Such equipment is stated at its estimated fair value less
     costs of  disposal in the  accompanying  condensed  consolidated  financial
     statements.  The  Company  expects to complete  the sale of such  equipment
     during the first quarter 2003 at an amount that  approximates the aggregate
     carrying  value of this  equipment as of September 30, 2002.  The Company's
     preliminary  purchase price allocation is subject to change when additional
     information   concerning  the  fair  values  of  the  assets  acquired  and
     liabilities assumed from WIN is obtained.

     The property, plant and equipment acquired from WIN consists principally of
     a primary processing center, video headend equipment, a fiber-coaxial cable
     network located in the Sacramento  metropolitan area, software licenses and
     office furniture and equipment. The Company is depreciating these assets on
     a  straight-line  basis over  estimated  useful lives ranging from three to
     fifteen years.

4.   RECENT ACCOUNTING PRONOUNCEMENTS

     The Company adopted Statement of Financial  Accounting  Standards  ("SFAS")
     No. 142,  "Goodwill and Other Intangible  Assets,  on January 1, 2002. SFAS
     No. 142 addresses  accounting and reporting for acquired goodwill and other
     intangible assets and supersedes APB Opinion No. 17,  "Intangible  Assets."
     The Company  believes its wireless PCS and LMDS  licenses  have  indefinite
     lives  because such  licenses can be renewed  indefinitely  at little cost.
     Accordingly,  the Company has applied the nonamortization provision of SFAS
     No. 142 to the Company's  wireless PCS and LMDS licenses  effective January
     1, 2002,  which resulted in an increase in the Company's  consolidated  net
     income of $76 ($0.01 per share) and $227  ($0.02 per share) for the quarter
     and nine months ended  September  30,  2002,  respectively.  The  Company's
     operating  results for the quarter and nine months ended September 30, 2001
     included $126 and $356 of  amortization  related to the Company's  wireless
     PCS and LMDS licenses.  In the absence of such amortization,  the Company's
     adjusted  net income for the quarter and nine months  ended  September  30,
     2001 would have been $1,524 ($0.10 per share) and $8,122 ($0.53 per share),
     respectively.  Beginning  in the  first  quarter  of  2002,  the  Company's
     wireless  PCS and LMDS  licenses  are  carried at the lower of cost or fair
     value (the  application  of this provision of SFAS No. 142 had no effect on
     the Company's condensed consolidated financial statements as of and for the
     three and nine months ended September 30, 2002). The goodwill recognized by
     the Company in  connection  with its  acquisition  of SureWest  Custom Data
     Services in July 2001 is not being  amortized  under the  provision of SFAS
     142. According to the provisions of SFAS No. 142, goodwill is evaluated for
     impairment  in a two-step  process.  The first step  screens for  potential
     impairment and the second step measures any impairment  loss resulting from
     step one. The Company  completed  step one of the  transitional  impairment
     test during the quarter  ended June 30, 2002.  The Company did not identify
     any  impairment  as a result  of this  step.  SFAS No.  142  requires  that
     goodwill  be  tested  for  impairment  annually,   or  more  frequently  if
     impairment  indicators  arise. The Company does not presently  believe that
     any impairment indicators exist.  Commencing in 2002, the Company will test
     for impairment annually during the fourth quarter.

     In August 2001, the Financial  Accounting  Standards  Board ("FASB") issued
     SFAS No. 143,  "Accounting for Asset Retirement  Obligations." SFAS No. 143
     requires  that  the  fair  value of a  liability  for an  asset  retirement
     obligation  be  recognized  in the  period  in  which it is  incurred  if a
     reasonable  estimate  of fair  value  can be  made.  The  associated  asset
     retirement  costs are  capitalized  as part of the  carrying  amount of the
     long-lived  asset. The Company is required to adopt SFAS No. 143 on January
     1, 2003,  and it does not believe the  adoption of SFAS No. 143 will have a
     material effect on its consolidated financial statements.

     On January 1, 2002, the Company  adopted SFAS No. 144,  "Accounting for the
     Impairment or Disposal of Long-Lived  Assets,"  which  supersedes  SFAS No.
     121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
     Assets to Be  Disposed  Of," and  provides  a single  accounting  model for
     long-lived  assets to be disposed  of. The adoption of SFAS No. 144 did not
     have a material effect on the Company's consolidated financial statements.

     On  January  1, 2002,  the  Company  adopted  the  provision  of the FASB's
     Emerging Issues Task Force ("EITF") Issue 00-25,  "Vendor Income  Statement
     Characterization  of  Consideration  from a Vendor to a Retailer,"  dealing
     with   consideration   from  a  vendor  to  a  reseller  under  cooperative
     advertising  and other  arrangements.  This  provision  of EITF Issue 00-25
     states  that  consideration  from a vendor to a  resel1er  of the  vendor's
     products or services is presumed to be a reduction of the selling  price of
     the  vendor's  products  or  services,  unless the vendor (i)  receives  an
     identifiable   benefit  in  return  for  the  consideration  and  (ii)  can
     reasonably  estimate the fair value of the benefit received.  If the amount
     of consideration paid by the vendor exceeds the estimated fair value of the
     benefit  received,  the excess  amount is to be recorded by the vendor as a
     reduction of revenues.  The application of this new guidance did not have a
     material  effect  on  the  Company's   condensed   consolidated   financial
     statements  as of and for the quarter and nine months ended  September  30,
     2002.

     In July  2002,  the  FASB  issued  SFAS  No.  146,  "Accounting  for  Costs
     Associated  with an Exit or  Disposal  Activity."  SFAS No. 146 revises the
     accounting  for  exit  and  disposal  activities  under  EITF  Issue  94-3,
     "Liability  Recognition for Certain Employee Termination Benefits and Other
     Costs  to  Exit  an  Activity   (Including  Certain  Costs  Incurred  in  a
     Restructuring),"  by  extending  the  period in which  expenses  related to
     restructuring  activities  are reported.  A commitment to a plan to exit an
     activity or dispose of  long-lived  assets will no longer be  sufficient to
     record a  one-time  charge  for  most  restructuring  activities.  Instead,
     companies  will record exit or disposal  costs when they are "incurred" and
     can be measured at fair value. In addition,  the resultant liabilities will
     be subsequently  adjusted for changes in estimated cash flows. SFAS No. 146
     is effective  prospectively for exit or disposal activities initiated after
     December 31, 2002.  Companies may not restate  previously  issued financial
     statements  for  the  effect  of  the  provisions  of  SFAS  No.  146,  and
     liabilities  that a company  previously  recorded under EITF Issue 94-3 are
     grandfathered.  The Company will adopt SFAS No. 146 on January 1, 2003, and
     it does not  believe  that the  adoption of this new  standard  will have a
     material effect on its consolidated financial statements.

5.   ESTIMATED SHAREABLE EARNINGS OBLIGATIONS

     As discussed more fully in Management's Discussion and Analysis,  Roseville
     Telephone's   revenues  from  telephone  services  are  affected  by  rates
     authorized by various  regulatory  agencies.  Intrastate  service rates are
     subject to  regulation  by the Public  Utilities  Commission.  Beginning in
     January  2002,  Roseville  Telephone  began paying a consumer  dividend for
     intrastate  overearnings  relating to the years 1998 and 1999. A portion of
     the consumer's intrastate service charges will be returned in the form of a
     surcredit  over 12 months or until a  threshold  of $4,600 is met.  For the
     quarter and nine-month  period ended September 30, 2002, $1,087 and $3,234,
     respectively, has been returned to the consumers.

     During  the  third  quarter  of 2002,  as a result  of  certain  legal  and
     regulatory developments,  the Company changed its estimate for a portion of
     Roseville Telephone's  interstate shareable earnings obligations related to
     the 1999  through  2001  monitoring  periods.  This  change  in  accounting
     estimate  increased the Company's  consolidated  revenues by $5,092 and net
     income by $3,048  ($0.21 per share and $0.20 per share for the  quarter and
     nine months ended September 30, 2002, respectively).

     As of September 30, 2002,  the  Company's  condensed  consolidated  balance
     sheet  reflected  aggregate  liabilities  of $10,943  relating to Roseville
     Telephone's   estimated   interstate  and  intrastate   shareable  earnings
     obligations. The calculations supporting these liabilities are very complex
     and involve a variety of estimates prior to the ultimate settlement of such
     obligations.  In  addition,   Roseville  Telephone's  interstate  shareable
     earnings obligations lapse over time if Roseville Telephone's interexchange
     carrier  and other  customers  do not claim the  amounts  ascribed to them.
     Accordingly,  it is reasonably possible that management's  estimates of the
     Company's  liabilities  for interstate and  intrastate  shareable  earnings
     obligations  could change in the near term, and the amounts  involved could
     be material.

6.   LINE OF CREDIT

     In March 2000,  the Company  entered into a business loan  agreement with a
     bank for a $30,000 line of credit with a term of three years. In July 2002,
     the bank amended the credit facility increasing the borrowing capacity from
     $30,000 to $50,000  through June 1, 2004. At September 30, 2002 the Company
     had utilized $15,000 of the borrowing capacity.  Interest on such borrowing
     is based on a  LIBOR-based  pricing  formula  and is payable  monthly.  The
     interest rate as of September 30, 2002 was 2.74%.

7.   STOCK REPURCHASE

     In February 2000, the Board of Directors authorized the repurchase of up to
     1 million  shares of Company  common  stock.  In June,  2002,  the Board of
     Directors approved the repurchase of an additional 500 thousand shares. The
     shares  are  purchased  from  time to time in the open  market  or  through
     privately  negotiated  transactions subject to overall financial and market
     conditions.  Additionally,  the Company  implemented an odd-lot  repurchase
     program during 2001.  Through  September 30, 2002,  approximately 1 million
     shares of common  stock have been  repurchased  through the  programs.  The
     Company  has  remaining  authorization  from  the  Board  of  Directors  to
     repurchase an additional 469 thousand outstanding shares.

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 the  financial  stability  of other  telecommunications
providers who are customers of the Company, changes in competition in markets in
which the  Company  operates,  adverse  circumstances  affecting  the economy in
California in general,  and in the Sacramento,  California  Metropolitan area in
particular,  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,   video  and
Competitive Local Exchange Carrier operating entities.

Results of Operations

General

SureWest  Communications  (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.  SureWest Directories,  a wholly-owned subsidiary
of the  Company,  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 and  dial-up  Internet  services.  The  Company's
wholly-owned  subsidiary SureWest Custom Data Services (formerly QuikNet,  Inc.)
is  engaged  in the  provision  of  custom  data  services.  SureWest  Televideo
("SureWest  Broadband/Residential  Services"),  a  recently-formed  wholly-owned
subsidiary of the Company,  acquired from Western Integrated  Networks,  LLC and
affiliates the assets  necessary to provide high speed  Internet,  digital cable
and telephone services in the Sacramento area.

The PCS  segment  consists of the  Company's  wholly-owned  subsidiary  SureWest
Wireless, which provides wireless 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.

Acquisition of the Assets of Western Integrated Networks, LLC

On July 12,  2002,  the  Company  purchased  substantially  all of the assets of
Western Integrated Networks, LLC and certain affiliates (collectively, "WIN") in
a transaction  supervised by the United States Bankruptcy Court for the District
of  Colorado.  The tangible  assets of WIN acquired by the Company,  aggregating
$15.8 million, consisted principally of accounts receivable, property, plant and
equipment,  and inventory. The purchase price for the assets of WIN consisted of
(i) $12 million in cash,  $700 thousand of which was  deposited  with WIN during
the second quarter of 2002, (ii) acquisition related costs of $429 thousand, and
(iii) the assumption of certain  liabilities  aggregating  $3.4 million relating
principally  to  executory  contracts.  Under the  terms of the  asset  purchase
agreement,  $1.2  million of the  aggregate  purchase  price is being held in an
escrow  account for 180 days to protect the Company in the event of any breaches
by WIN.

Acquisition of SureWest Custom Data Services

Effective  July 31, 2001,  the Company  acquired all of the  outstanding  common
stock of SureWest Custom Data Services for $2.1 million in cash. The acquisition
was  accounted  for as a purchase in  accordance  with  Statement  of  Financial
Accounting  Standards  ("SFAS") No. 141. The tangible  assets of SureWest Custom
Data Services  acquired by the Company,  aggregating  $491  thousand,  consisted
principally of cash, accounts  receivable and property plant and equipment.  The
liabilities of SureWest Custom Data Services assumed by the Company, aggregating
$534 thousand,  consisted principally of accounts payable and long-term debt. As
a result of the purchase price allocation associated with this acquisition,  the
Company recorded $2.2 million of goodwill.

Purchase of Wireless PCS Minority Interest

During  the  second  quarter  of 2001,  the  Company  acquired  from  Foresthill
Telephone Co. ("FHT") its 1.8% interest in SureWest Wireless for $2.5 million in
cash.  As a result of the  acquisition,  the  Company  now owns 100% of SureWest
Wireless.  A former member of the Company's  Board of Directors was, at the time
of the acquisition, the President and sole shareholder of FHT.

Telecom Revenue Overview

The Telecom segment derives its revenue from local service, network access, long
distance services,  directory advertising services,  Internet services,  digital
cable, and the sale of non-regulated products and services.

Certain of the Company's customers have filed for bankruptcy protection in 2002,
the most notable of which was WorldCom, Inc. ("WorldCom"),  which, together with
its  affiliates,  filed  for  protection  on July 21,  2002.  As a result of the
WorldCom  bankruptcy  filing,  the Company recognized in the quarters ended June
30, 2002 and September  30, 2002, as bad debt expense,  sums owing from WorldCom
to the Company for services in the period prior to the bankruptcy filing.

With respect to post-petition  obligations,  WorldCom had proposed pursuant to a
provision of the Bankruptcy Code, and the Bankruptcy Court has agreed, utilities
are entitled to "adequate assurances" that WorldCom will satisfy its obligations
for post-petition  services. In its original filings,  WorldCom proposed its own
set of assurances  to  utilities,  but such  assurances  did not include  either
deposits or advance payments. The Bankruptcy Court's Order established a process
for  utilities,  like  Roseville  Telephone,  to object to WorldCom's  proposal,
including a deadline of August 6, 2002 for filings in  opposition  to WorldCom's
proposal,  and a related hearing date of August 12, 2002. In an order originally
entered  on August 14,  2002 (the  "Bankruptcy  Order"),  the  Bankruptcy  Court
granted to all  utilities  that  provide  post-petition  services  to  WorldCom,
including  the  Company,  an  administrative  expense  priority  claim  for  all
post-petition  services.  Although the Bankruptcy Order did not require WorldCom
to provide any deposits or advance payments as adequate assurance of payment, it
did provide,  with respect to any  post-petition  services provided after August
14, 2002, that each utility will have a junior superiority  administrative claim
senior  to  other  administrative  claims  and  junior  only  to the  claims  of
WorldCom's post-petition lenders.

The  Bankruptcy  Order also  provided  that upon  WorldCom's  failure to pay for
post-petition  services,  a utility can either take appropriate action under any
applicable  tariff or regulation,  or seek, on an expedited basis, an order from
the Bankruptcy Court requiring immediate payment or other relief.

Revenues from services subject to regulation  constituted  approximately  70% of
the Company's total operating revenues for the quarters ended September 30, 2002
and 2001. For the nine-month periods ended September 30, 2002 and 2001, revenues
subject to  regulation  constituted  approximately  69% 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., 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 certain telephone  services are affected by rates authorized
by  various  regulatory  agencies.  Intrastate  service  rates  are  subject  to
regulation  by the P.U.C.  With respect to toll calls  initiated by customers of
interexchange carriers, interexchange carriers are assessed access charges based
on tariffs filed by Roseville  Telephone.  Interstate access rates and resulting
earnings  are subject to  regulation  by the Federal  Communications  Commission
("F.C.C.").  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.

The F.C.C. monitors Roseville Telephone's interstate earnings through the use of
annual cost separation  studies prepared by Roseville  Telephone,  which utilize
estimated cost  information and projected  demand usage.  The F.C.C  establishes
rules that carriers must follow in the  preparation  of the annual  studies.  On
January 23, 2001,  the F.C.C.  issued a Memorandum  Opinion and Order to another
telephone company in which it clarified how Internet  traffic,  which the F.C.C.
had prior to that date characterized as largely interstate in nature,  should be
treated.  Additionally,  under  current  F.C.C.  rules  governing  rate  making,
Roseville Telephone is required to establish interstate rates based on projected
demand usage for its various  services and  determine  the actual  earnings from
these rates once actual volumes and costs are known.

During 2000 and 2001, Internet traffic and DSL service grew  substantially,  far
exceeding  Roseville  Telephone's  estimates,  which resulted in actual earnings
exceeding the levels allowed by the F.C.C.  Based on  preliminary  cost studies,
the Company recognized  liabilities relating to Roseville  Telephone's estimated
interstate shareable earnings obligations of $163 thousand for the quarter ended
September  30, 2002 (none in the third  quarter of 2001)  through  reductions of
revenues.  For the  nine-month  periods ended  September 30, 2002 and 2001,  the
company  recognized  liabilities  relating to  Roseville  Telephone's  estimated
interstate  shareable  earnings  obligation  of $1.4  million and $3.2  million,
respectively,  through  reductions of revenues related to Roseville  Telephone's
estimated interstate shareable earnings obligations.

On May 21,  2002,  the D.C.  Circuit  Court of Appeals  (the"Court")  issued its
decision in the case of ACS of Anchorage v. F.C.C. The Court determined that a
tariff filed properly under Section 204 "streamlined"  procedures and allowed to
go into effect without suspension is lawful, and the carrier is not subsequently
obligated to pay refunds for earnings  higher than the permitted  rate of return
as  prescribed  by the F.C.C.  for that  monitoring  period.  Subsequent  to the
Court's  decision,  certain  telecommunication  companies  filed a petition  for
rehearing.  On August 12, 2002,  the petitions for rehearing  were denied by the
Court. On August 28, 2002 the Court's order became effective. For the monitoring
periods 1999 through 2001,  Roseville  Telephone  filed tariffs  pursuant to the
streamlined  procedures  and such  tariffs were not  suspended or  investigated.
Consequently, during the third quarter of 2002, the Company changed its estimate
for a portion of Roseville Telephone's  interstate shareable obligations related
to those monitoring  periods.  This change in accounting  estimate increased the
Company's  consolidated  revenues by $5.1 million and net income by $3.0 million
($0.21  per share and $0.20 per  share for the  quarter  and nine  months  ended
September 30, 2002, respectively).

Prior to  January 1, 2002,  Roseville  Telephone  billed  Pacific  Bell  various
charges  for  certain  local  service and  network  access  service  revenues in
accordance  with certain  agreements as described  below. Of the Company's total
revenues for the quarters and  nine-month  periods ended  September 30, 2002 and
2001, less than 10% was recorded under these agreements in each period. 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
was 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  effective  November  30,  2000.  The  P.U.C.
authorized  replacement funding on an interim basis using the current reserve in
the California High Cost Fund, and denied  permanent  replacement  funding.  The
P.U.C.  also  opened  an Order  Instituting  Investigation  for the  purpose  of
determining  whether  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.  These  proceedings  began in 2001 and will be
conducted  through 2003.  During the quarter ended June 30, 2002,  the Office of
Ratepayer Advocates ("ORA") of the PUC issued an audit report in response to the
P.U.C.'s Order Instituting  Investigation (OII) relating to Roseville Telephone.
The ORA audit report recommends that the CPUC discontinue  Roseville Telephone's
present EAS funding from the CHCF.  The P.U.C.'s  final  judgment  regarding the
aforementioned  ORA audit report is not expected until 2003. The P.U.C. has made
no indication as to what, if any,  changes will be  forthcoming  relating to EAS
revenues.  The  results  of these  proceedings  and their  potential  effects on
Roseville  Telephone  cannot  yet be  determined.  In  addition,  since  the DCP
arrangement with Pacific Bell expired in December 2001,  Roseville Telephone now
bills and keeps its  customers  toll  traffic.  The  termination  of the DCP and
transition to a bill and keep  arrangement did not have a material impact on the
Company's consolidated financial position as of September 30, 2002 or results of
operations for the quarter and nine months then ended.

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 Roseville Telephone's
service  area 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  is  required  to share  earnings  with
customers  through a reduction of revenues if its earned  annual  rate-of-return
exceeds that authorized by the P.U.C.

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  and related  matters.  In  addition,  the  P.U.C.'s  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. In June
2001,  the P.U.C.  adopted its  decision in this  matter (the  "Decision").  The
Decision  did not  suspend  the  sharing  mechanism  and the  P.U.C.  ruled that
Roseville Telephone must change the allocation method used to allocate costs for
services  provided by Roseville  Telephone to its  affiliates,  the treatment of
certain  directory  revenues and the treatment of  internal-use  software costs.
Additionally,  in accordance  with the  provisions of the Decision,  the Company
recorded  liabilities  and  reductions  of  revenues of $438  thousand  and $1.3
million relating to estimated  intrastate  shareable earnings during the quarter
and nine-month  period ended  September 30, 2002. For the quarter and nine-month
periods  ended  September 30, 2001,  the Company  recorded  liabilities  through
reductions of revenues of $950 thousand and $5.1 million, respectively, relating
to estimated intrastate shareable earnings obligations.

Beginning in January 2002,  Roseville Telephone began paying a consumer dividend
for  intrastate  overearnings  relating to the years 1998 and 1999. A portion of
the  consumer's  intrastate  service  charges  will be returned in the form of a
surcredit  over 12 months or until a threshold  of $4.6  million is met. For the
quarter and  nine-month  periods ended  September 30, 2002,  approximately  $1.1
million and $3.2 million, respectively, has been returned to consumers.

As of September 30, 2002,  the Company's  condensed  consolidated  balance sheet
reflected   aggregate   liabilities  of  $10.9  million  relating  to  Roseville
Telephone's  estimated interstate and intrastate shareable earnings obligations.
The  calculations  supporting  these  liabilities are very complex and involve a
variety of estimates prior to the ultimate  settlement of such  obligations.  In
addition,  Roseville Telephone's interstate shareable earnings obligations lapse
over time if Roseville Telephone's  interexchange carrier and other customers do
not claim the amounts ascribed to them.  Accordingly,  it is reasonably possible
that  management's  estimates of the Company's  liabilities  for  interstate and
intrastate  shareable earning obligations could change in the near term, and the
amounts involved could be material.

PCS Revenue Overview

The PCS segment  derives  its revenue  from the  provision  of wireless  digital
personnel   communication   services  and  the  sale  of  handsets  and  related
communications  equipment.  Revenues include  wireless voice services,  sales of
handsets and related accessories,  long distance,  telephone insurance,  roaming
services,  and custom  calling  features.  Wireless  services  are provided on a
month-to-month basis and are generally billed in advance.

Quarter and nine months ended September 30, 2002 and 2001

Operating Revenues:

Revenues subject to regulation, which include local and network access services,
increased  $7.9 million and $13.0  million,  or 28% and 16%, for the quarter and
nine-month periods ended September 30, 2002, respectively,  compared to the same
periods in 2001.  This increase was due to the combined  effects of 1) increased
network  access  revenues  due to the  expanded  demand  for  DSL  services  and
dedicated  access,  2) access  line  growth  of 2%,  and 3) a  reduction  in the
Company's  provision  for its  estimated  interstate  and  intrastate  shareable
earnings obligations. In addition, operating revenues increased in part due to a
reduction in the  Company's  estimate  pertaining  to a portion of the Company's
interstate  shareable  earnings  obligations  related to the 1999  through  2001
monitoring  periods.  The change in accounting  estimate increased the Company's
consolidated  revenues by $5.1 million and net income by $3.0 million ($0.21 per
share and $0.20 per share for the quarter and nine months  ended  September  30,
2002, respectively).

Wireless  service revenues  increased $2.7 million and $5.3 million,  or 81% and
44%,  in  the  quarter  and  nine-month   periods  ended   September  30,  2002,
respectively,  compared to the same  periods in 2001,  as a result of  continued
additions to the customer base.

Revenues from non-regulated  sales and services decreased $223 thousand and $984
thousand, or 13% and 19%, for the quarter and nine-month periods ended September
30, 2002, respectively,  compared to the same periods in 2001. This decrease was
due  primarily to the sale of the  Company's  alarm  monitoring  division in the
first  quarter of 2002 offset in part by an increase in revenues  related to the
growth of SureWest Broadband,  the Company's  competitive local exchange carrier
("CLEC").

Other operating revenues  primarily consist of Internet services,  long distance
services,  custom data services,  digital cable, billing and collection services
and other  miscellaneous  services.  Other  operating  revenues  increased  $1.7
million and $1.8 million, or 49% and 19%, for the quarter and nine-month periods
ended  September 30, 2002,  respectively,  compared to the same periods in 2001.
This increase was due primarily to continued  additions to the Internet customer
base, and increased revenues from the additions of SureWest Custom Data Services
in the third  quarter of 2001 and  SureWest  Televideo  in the third  quarter of
2002. The increase was offset in part by a decrease in the Company's billing and
collection  service revenues due to certain  interexchange  carriers taking back
their billing and collection function.

Operating Expenses:

Total operating  expenses  increased $6.6 million and $12.2 million,  or 17% and
11%,  for  the  quarter  and  nine-month   periods  ended  September  30,  2002,
respectively,  compared  to the same  periods  in  2001.  Cost of  services  and
products  increased  $1.2 million and $3.2  million,  or 8%, for the quarter and
nine-month periods ended September 30, 2002,  respectively,  due primarily to 1)
increased costs in long distance,  tower rents, wireless phone handset subsidies
and  roaming  charges  related to the  increased  demand for  SureWest  Wireless
services,  2) increased  expenses  from the  additions  of SureWest  Custom Data
Services  in the  third  quarter  of 2001 and  SureWest  Televideo  in the third
quarter of 2002, and 3) increased  transport  expenses  related to the growth of
SureWest Broadband.

Customer  operations  and  selling  expense  increased  $1.1  million  and  $746
thousand,  or 15% and 3%, for the quarter and nine-month periods ended September
30, 2002  compared to the same periods in 2001.  This increase was due primarily
to 1) increased  customer  service and billing expense  associated with Internet
subscriber  growth, 2) increased  expenses from the additions of SureWest Custom
Data Services in the third  quarter of 2001 and SureWest  Televideo in the third
quarter of 2002, and 3) increased sales and  advertising  expense related to the
growth of SureWest  Broadband.  This increase was partially  offset by decreased
dealer  commissions  and bad debt  expenses  recognized  during 2001  related to
wireless service.

General and administrative  expenses increased $2.5 million and $3.9 million, or
40% and 22%, for the quarter and  nine-month  periods ended  September 30, 2002,
respectively,  compared to the same periods in 2001.  These  increases  were due
primarily to the additions of SureWest Custom Data Services in the third quarter
of 2001 and SureWest  Televideo in during the third  quarter of 2002, as well as
bad debt expense  recognized  during the second quarter of 2002  associated with
access charge  billings to a customer that has filed for bankruptcy  protection.
On July  21,  2002,  WorldCom,  Inc.  and its  affiliated  companies  filed  for
bankruptcy protection under Chapter 11 of the United States Bankruptcy Code. The
Company recognized $1.1 million of bad debt expense during the second quarter of
2002 and $243  thousand  and $1.3  million for the quarter and nine months ended
September 30, 2002, respectively,  relating to the obligations of WorldCom, Inc.
to the Company for the period prior to the bankruptcy filing.

Depreciation  and amortization  increased $1.9 million and $4.3 million,  or 18%
and 15%,  for the quarter and  nine-month  periods  ended  September  30,  2002,
respectively,  compared to the same periods in 2001, as a result of increases in
PCS property,  plant and equipment,  and amortization of network software.  This
increase  was  partially  offset by a decrease in  amortization  relating to the
Company's  wireless  licenses  due to the  adoption of  Statement  of  Financial
Accounting Standards ("SFAS") No. 142 as described below.

Other Income (Expense), Net:

Other income (expense),  net,  decreased $1.3 million and $1.5 million,  or 182%
and 31%,  for the quarter and  nine-month  periods  ended  September  30,  2002,
respectively,  compared  to the same  periods  in 2001.  This  decrease  was due
primarily to lower average invested  balances during 2002 due to the sale of the
Company's cellular  partnership interest during the fourth quarter of 2000. This
decrease was partially  offset by the gain from the sale of the Company's  alarm
monitoring division of $4.4 million in January 2002.

Income Taxes:

Income taxes for the quarter and  nine-month  periods ended  September 30, 2002,
increased $1.7 million and $2.2 million, or 181% and 43%, respectively, compared
to the same periods in 2001,  due primarily to an increase in income  subject to
tax. The effective federal and state income tax rates were  approximately  40.1%
and  39.9%  for the  nine-month  periods  ended  September  30,  2002 and  2001,
respectively.

Liquidity and Capital Resources

As reflected in the Condensed  Consolidated  Statements of Cash Flows,  net cash
provided by operating  activities  was $28.6 million for the  nine-month  period
ended  September  30,  2002.  Net cash used in  operating  activities  was $46.8
million for the nine-month period ended September 30, 2001. The increase in cash
from operating  activities for the nine-month  period ended  September 30, 2002,
compared to the same period in 2001, was due primarily to a $90 million  payment
of income tax in 2001 related to the sale of the Company's cellular  partnership
interest in 2000.  During the  nine-month  period ended  September 30, 2002, the
Company used cash flows from  operations and existing cash and cash  equivalents
to fund 1) capital  expenditures  of $34.8  million  pertaining to ongoing plant
construction  projects,  2) common stock repurchases of $14.5 million, 3) common
stock  repurchases  from  one of the  Company's  employee  benefit  plans of $15
million, 4) dividends of $11.1 million, 5) principal payments of $1.6 million to
retire  long-term  debt, and 6) $12.3 million for the purchase of  substantially
all of the assets of Western  Integrated  Networks,  LLC  ("WIN"),  as described
below.

The Company's most  significant use of funds for the balance of 2002 is expected
to be for 1) budgeted capital  expenditures of approximately  $24.5 million,  2)
scheduled  payments  of  long-term  debt of $536  thousand,  3)  support  of the
operations  of  SureWest  Wireless  of up to  $1.6  million  4)  support  of the
operations of SureWest Broadband/Residential Services of up to $2.7 million.

On July 12,  2002,  the  Company  purchased  substantially  all of the assets of
Western Integrated Networks, LLC and certain affiliates (collectively, "WIN") in
a transaction  supervised by the United States Bankruptcy Court for the District
of Colorado.  The purchase  price for the assets of WIN consisted of (i) $12,000
in cash, $700 of which was deposited with WIN during the second quarter of 2002,
(ii)  direct  acquisition  costs of $429 and (iii)  the  assumption  of  certain
current  liabilities   aggregating  $3,363  relating  principally  to  executory
contracts.  Under  the  terms of the  asset  purchase  agreement,  $1,200 of the
aggregate  purchase  price  is  being  held in an  escrow  account  for 180 days
subsequent to July 12, 2002,to  protect the Company in the event of any breaches
by WIN.

On May 17, 2002,  the Company's  shareholders  approved a proposal to change the
Company's state of incorporation from California to Delaware.  In addition,  the
shareholders approved an increase of the Company's Common Stock from 100 million
shares to 200 million  shares with a par value of $0.01 and also  authorized  10
million  shares of preferred  stock with a par value of $0.01.  The enactment of
the  aforementioned  approvals  was  left  to the  discretion  of the  Board  of
Directors. At present, these approvals have not been implemented.

In February  2000,  the Board of Directors  authorized the repurchase of up to 1
million  shares of Company common stock.  In June,  2002, the Board of Directors
approved the  repurchase of an additional  500 thousand  shares.  The shares are
purchased from time to time in the open market or through  privately  negotiated
transactions  subject to overall financial and market conditions.  Additionally,
the Company  implemented  an odd-lot  repurchase  program  during 2001.  Through
September  30, 2002,  approximately  1 million  shares of common stock have been
repurchased through the programs.  The Company has remaining  authorization from
the Board of Directors to  repurchase  an  additional  469 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 July 2002,  the
bank amended the credit  facility  increasing  the  borrowing  capacity from $30
million to $50 million  through June 1, 2004. At September 30, 2002, the Company
had utilized $15 million of the borrowing capacity.  Interest on such borrowings
is based on a LIBOR-based  pricing formula and is payable monthly.  The interest
rate as of September 30, 2002 was 2.74%.

In 2000, the Company entered into a 3-year  non-exclusive  agreement with Global
Crossing Ltd. ("Global  Crossing"),  a long distance service  provider,  for the
right to provide  long  distance  service to the  Company's  customers  at fixed
prices during the term of the  agreement.  For the year 2002,  the Company has a
minimum  aggregate long distance service usage commitment of approximately  $1.6
million. On January 28, 2002, Global Crossing filed for protection under Chapter
11 of the U.S. Bankruptcy Code. The Company is presently unable to determine the
impact,  if any,  that  Global  Crossing's  bankruptcy  filing  will have on the
Company's long distance operations.  However, the Company believes that it could
procure long distance network transport  services from other  telecommunications
providers.  If the Company must procure network transport  services from another
telecommunications  provider,  rates for such  service  may be higher than those
offered by Global Crossing. However, the Company believes that the impact on its
results of operations  resulting  from any potential  change in transport  rates
would not be material.

On January 25,  2002,  the Company sold  substantially  all of the assets of its
alarm monitoring  division,  which was a component of the Telecom  segment,  for
approximately $5.2 million, subject to certain future adjustments, which are not
expected to be  material.  This sale  resulted in a pre-tax gain of $4.4 million
during the quarter ended March 31, 2002. Through September 30, 2002, the Company
had received cash proceeds of $5.0 million,  of which $500 thousand was received
during the fourth quarter of 2001,  related to the sale of the alarm  monitoring
division  assets.  The alarm monitoring  assets consisted  primarily of customer
contracts and equipment,  which had a book value of approximately  $355 thousand
as of the  date  of the  sale.  Total  operating  revenues  attributable  to the
Company's alarm monitoring  division during the quarter ended September 30, 2001
were $655  thousand  (none in the third  quarter  of 2002).  For the  nine-month
periods ended September 30, 2002 and 2001, total operating revenues attributable
to the Company's alarm monitoring  division were $279 thousand and $1.9 million,
respectively.

The  Company had cash and cash  equivalents  at  September  30,  2002,  of $16.6
million.   In  addition,   the  Company  has   borrowing   capacity   under  the
aforementioned  business  loan  agreement,  and  believes,  given its  financial
position and debt-to-equity  position,  it has substantial  additional short and
long-term borrowing capacity. Accordingly, the Company believes that its working
capital  position,  operating  cash flows and  borrowing  capacity are more than
sufficient to satisfy its  liquidity  requirements  in 2002.  While the reported
bankruptcy  filing by WorldCom,  Inc. and its affiliates may continue to have an
adverse  effect on the  Company's  results of  operations,  the Company does not
currently  believe  that the  WorldCom  bankruptcy  will  impair  in any way the
Company's  ability  to  satisfy  its  liquidity  requirements.  The  Company  is
considering  other  sources of external  financing  for the  purposes of funding
future capital  expenditures  and potential  investments  including the possible
incurrence of additional long-term indebtedness.

Critical Accounting Policies and Estimates

Below is a summary of the Company's critical accounting policies and estimates:

o    Total revenues from telephone  services are affected by rates authorized by
     various regulatory  agencies.  The F.C.C.  monitors  Roseville  Telephone's
     interstate  earnings  through  the use of annual  cost  separation  studies
     prepared by Roseville  Telephone,  which utilize estimated cost information
     and projected demand usage. The F.C.C. establishes rules that carriers must
     follow in the  preparation of the annual studies.  In addition,  under NRF,
     Roseville   Telephone  is  subject  to  ongoing  monitoring  and  reporting
     requirements by the P.U.C., including a sharing mechanism whereby Roseville
     Telephone  may be required to share  earnings with  customers  based on its
     earned annual rate-of return.  The calculations  supporting the liabilities
     associated with the Company's estimated shareable earnings  obligations are
     very  complex  and  involve a variety of  estimates  prior to the  ultimate
     settlement of such obligations. Accordingly, it is reasonably possible that
     management's   estimates  of  Roseville   Telephone's   shareable  earnings
     obligations  could change in the near term, and the amounts  involved could
     be material.

o    The  Company  recognizes  revenue  when  (i)  persuasive   evidence  of  an
     arrangement  between the Company and the customer exists,  (ii) delivery of
     the product to the customer  has  occurred or service has been  provided to
     the customer, (iii) the price to the customer is fixed and determinable and
     (iv) collectibility of the sales price is reasonably assured.

o    Property,  plant and equipment and intangible  assets are recorded at cost.
     Additions and substantial  improvements  are  capitalized.  Retirements and
     other  reductions  of regulated  telephone  plant and equipment are 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 and  intangible  assets are
     depreciated  or  amortized  using  the  straight-line   method  over  their
     estimated economic lives,  certain of which were  significantly  revised in
     the  fourth  quarter  of  2000.  In  assessing  the  recoverability  of the
     Company's  property,  plant and  equipment  and  intangible  assets,  which
     consist  of  wireless   licenses  and  goodwill,   the  Company  must  make
     assumptions  regarding  estimated  future  cash flows and other  factors to
     determine the fair value of the respective  assets.  If these estimates and
     assumptions  change in the  future,  the  Company may be required to record
     impairment  charges  relating  to its  property,  plant and  equipment  and
     intangible  assets.  Also, see the further  discussion below concerning the
     adoption of SFAS Nos. 142 and 144 during the first quarter of 2002.

o    The Company  accounts for income taxes using the  liability  method.  Under
     this method,  deferred tax assets and liabilities  are determined  based on
     differences  between the  financial  reporting  and tax basis of assets and
     liabilities  and are measured using the enacted tax rates and laws that are
     expected to be in effect when the differences are expected to reverse.  The
     Company does not have a valuation allowance on its deferred tax asset as of
     September 30, 2002 because it believes it is more likely than not that such
     deferred tax asset will be realized.  Should the Company  determine that it
     would not be able to realize all or part of its  deferred  tax asset in the
     future,  an adjustment to the deferred tax asset would be charged to income
     in the period in which the determination was made.

o    The Company maintains allowances for doubtful accounts for estimated losses
     resulting  from the  potential  inability of its customers to make required
     payments.  If the financial  condition of the Company's  customers  were to
     deteriorate,  resulting in an impairment of their ability to make payments,
     additional allowances may be required.

o    The Company has pension and  postretirement  benefit costs and obligations.
     The  Company's   pension  and   postretirement   benefit   obligations  are
     actuarially  determined  based on  estimates of discount  rates,  long-term
     rates of return on plan assets and increases in future compensation levels.
     Changes in these estimates and other factors could significantly impact the
     Company's pension and postretirement benefit costs and obligations.

Other Financial Information

Recent accounting pronouncements

The Company  adopted SFAS No. 142,  "Goodwill and Other  Intangible  Assets,  on
January 1, 2002.  SFAS No. 142 addresses  accounting  and reporting for acquired
goodwill  and other  intangible  assets  and  supersedes  APB  Opinion  No.  17,
"Intangible  Assets." The Company  believes  its wireless PCS and LMDS  licenses
have  indefinite  lives  because such  licenses can be renewed  indefinitely  at
little cost. Accordingly,  the Company has applied the nonamortization provision
of SFAS  No.  142 to the  Company's  wireless  PCS and LMDS  licenses  effective
January 1, 2002, which resulted in an increase in the Company's consolidated net
income of $76 thousand ($0.01 per share) and $227 thousand ($0.02 per share) for
the  quarter  and nine  months  ended  September  30,  2002,  respectively.  The
Company's  operating results for the quarter and nine months ended September 30,
2001 included $126  thousand and $356  thousand of  amortization  related to the
Company's  wireless PCS and LMDS licenses.  In the absence of such amortization,
the  Company's  adjusted  net  income  for the  quarter  and nine  months  ended
September  30,  2001  would  have been $1.5  million  ($0.10 per share) and $8.1
million  ($0.53 per share)  respectively,  respectively.  Beginning in the first
quarter of 2002, the Company's wireless PCS and LMDS licenses are carried at the
lower of cost or fair value (the  application  of this provision of SFAS No. 142
had no effect on the Company's condensed consolidated financial statements as of
and for the three and nine  months  ended  September  30,  2002).  The  goodwill
recognized by the Company in connection  with its acquisition of SureWest Custom
Data Services in July 2001, is not being  amortized  under the provision of SFAS
142.  According to the  provisions  of SFAS No. 142,  goodwill is evaluated  for
impairment  in  a  two-step  process.  The  first  step  screens  for  potential
impairment and the second step measures any impairment  loss resulting from step
one. The Company  completed step one of the transitional  impairment test during
the quarter ended June 30, 2002.  The Company did not identify any impairment as
a result of this  step.  SFAS No.  142  requires  that  goodwill  be tested  for
impairment  annually,  or more frequently if impairment  indicators  arise.  The
Company  does not  presently  believe  that  any  impairment  indicators  exist.
Commencing in 2002,  the Company will test for  impairment  annually  during the
fourth quarter.

In August 2001, the Financial  Accounting  Standards  Board ("FASB") issued SFAS
No. 143,  "Accounting for Asset Retirement  Obligations."  SFAS No. 143 requires
that the fair  value  of a  liability  for an  asset  retirement  obligation  be
recognized  in the period in which it is  incurred if a  reasonable  estimate of
fair value can be made. The associated asset retirement costs are capitalized as
part of the carrying amount of the long-lived  asset. The Company is required to
adopt SFAS No. 143 on January 1, 2003,  and it does not believe the  adoption of
SFAS  No.  143  will  have  a  material  effect  on its  consolidated  financial
statements.

On January 1, 2002,  the  Company  adopted  SFAS No.  144,  "Accounting  for the
Impairment or Disposal of Long-Lived  Assets,"  which  supersedes  SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed Of," and provides a single accounting model for long-lived assets to
be disposed of. The  application of SFAS No. 144 did not have a material  effect
on the Company's consolidated financial statements.

On January 1, 2002,  the Company  adopted the  provision of the FASB'S  Emerging
Issues   Task   Force   ("EITF")   Issue   00-25,   "Vendor   Income   Statement
Characterization  of  Consideration  from a Vendor to a Retailer,"  dealing with
consideration  from a vendor to a reseller  under  cooperative  advertising  and
other arrangements. This provision of EITF Issue 00-25 states that consideration
from a vendor to a resel1er of the vendor's  products or services is presumed to
be a reduction of the selling price of the vendor's products or services, unless
the vendor (i) receives an identifiable  benefit in return for the consideration
and (ii) can reasonably estimate the fair value of the benefit received.  If the
amount of  consideration  paid by the vendor exceeds the estimated fair value of
the  benefit  received,  the excess  amount is to be recorded by the vendor as a
reduction  of  revenues.  The  application  of this new  guidance did not have a
material effect on the Company's condensed  consolidated financial statements as
of and for the nine months ended September 30, 2002.

In July 2002,  the FASB issued SFAS No. 146,  "Accounting  for Costs  Associated
with an Exit or Disposal Activity." SFAS No. 146 revises the accounting for exit
and  disposal  activities  under EITF Issue  94-3,  "Liability  Recognition  for
Certain  Employee  Termination  Benefits  and  Other  Costs to Exit an  Activity
(Including Certain Costs Incurred in a Restructuring),"  by extending the period
in which expenses related to restructuring activities are reported. A commitment
to a plan to exit an activity or dispose of long-lived  assets will no longer be
sufficient  to  record a  one-time  charge  for most  restructuring  activities.
Instead,  companies  will record exit or disposal costs when they are "incurred"
and can be measured at fair value. In addition,  the resultant  liabilities will
be  subsequently  adjusted for changes in estimated cash flows.  SFAS No. 146 is
effective prospectively for exit or disposal activities initiated after December
31, 2002.  Companies may not restate previously issued financial  statements for
the effect of the  provisions  of SFAS No. 146, and  liabilities  that a company
previously  recorded under EITF Issue 94-3 are  grandfathered.  The Company will
adopt SFAS No. 146 on January 1, 2003, and it does not believe that the adoption
of this new standard will have a material effect on its  consolidated  financial
statements.

Item 4.  Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Company  management,  including the chief executive  officer and chief financial
officer, after evaluating the Company's "disclosure controls and procedures" (as
defined in Securities  Exchange Act of 1934 (the "Exchange Act") Rules 13a-14(c)
and  15d-14(c)) as of a date (the  "Evaluation  Date") within 90 days before the
filing date of this Quarterly Report on Form 10-Q, have concluded that as of the
Evaluation Date, the Company's  disclosure controls and procedures are effective
to ensure that all  material  information  required  to filed in this  Quarterly
Report on Form 10-Q has been made known to them in a timely fashion.

Changes in Internal Controls

Subsequent to the  Evaluation  Date,  there were no  significant  changes in the
Company's internal controls or in other factors that could significantly  affect
the Company's disclosure controls and procedures.

PART II

Item 1.  Regulatory and Legal Proceedings.

Except for the  proceedings  described  below and in Part I, 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.  conducted  proceedings  and adopted
orders implementing the Act's provisions to open local exchange service markets,
such as the market of Roseville Telephone, to competition. These proceedings and
orders  address  interconnection,  access  charges and universal  service.  With
respect to local competition, the F.C.C. rules outline pricing methodologies for
the  states  to  follow  when  setting  rates for  incumbent  carriers  (such as
Roseville  Telephone)  to charge  competitors  for resale,  interconnection  and
unbundled network elements.

In January 2001,  the United States Supreme Court granted a petition for writ of
certiorari to review certain  aspects of the  implementation  of the Act. On May
13, 2002,  the court issued its decision  upholding the F.C.C.'s  TELRIC pricing
model and its rule requiring ILECs to bundle  uncombined  network  elements when
requested by CLECs.  On May 24, 2002, the United States Court of Appeals for the
District of Columbia Circuit set aside two F.C.C. orders implementing provisions
of the  Telecommunications  Act of 1996 that direct the  Commission to determine
what network elements ILECs must make available for lease to CLECs. On September
5, 2002,  the Court  denied  rehearing  of this order but  granted a stay of its
effective  date until January 2, 2003 to permit the F.C.C.  to review its rules.
On June 18,  2002,  the United  States  Court of  Appeals  for the  District  of
Columbia denied challenges to the F.C.C.'s collocation rules.

Given the Act's relatively  recent  enactment,  the ongoing actions taken by the
F.C.C. to promulgate rules and regulations on interconnection access charges 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.

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    Additional 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 of different carriers  (including the incumbent  carriers)
          and in various geographic areas.

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

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

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 July  29,  2002  related  to the
acquisition of substantially all of the assets of WINfirst.



                                              SUREWEST COMMUNICATIONS
                                                 INDEX TO EXHIBITS
                                                   (Item 6 (a))
<TABLE>
<CAPTION>

                                                                                          Method
    Exhibit No.                               Description                                of Filing          Page
        <S>                             <C>                                              <C>               <C>

        3(a)          Articles of Incorporation of Registrant, 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     Incorporated by        -
                      May 18, 2001 (Filed as Exhibit 3(b) to Form 10-Q Quarterly         reference
                      Report for the quarter ended June 30, 2001)

        3(c)          Bylaws of Registrant (Filed as Exhibit 3(b)to Form 10-K         Incorporated by        -
                      Annual Report of the Registrant for the year ended December        reference
                      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
                      Registrant 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
                      Registrant 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 Registrant for         reference
                      the year ended December 31, 1997)

</TABLE>
                                              SUREWEST COMMUNICATIONS
                                                 INDEX TO EXHIBITS
                                                   (Item 6 (a))
<TABLE>
<CAPTION>

                                                                                          Method
    Exhibit No.                               Description                                of Filing          Page
        <S>                      <C>                                                      <C>               <C>
       10(d)          1999 Restricted Stock Bonus Plan (Filed as Exhibit 10(d) to     Incorporated by        -
                      Form 10-K Annual Report of Registrant for the year ended           reference
                      December 31, 1998)

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

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

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

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

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

       10(j)          Letter agreement dated January 16, 2001                         Incorporated by        -
                      between Registrant and Fred Arcuri                                 reference
                      (Filed as exhibit 10 (j) to Form 10-Q
                      Quarterly Report of Registrant for the
                      quarter ended March 31, 2002)

</TABLE>
                                              SUREWEST COMMUNICATIONS
                                                 INDEX TO EXHIBITS
                                                   (Item 6 (a))
<TABLE>
<CAPTION>
                                                                                          Method
    Exhibit No.                               Description                                of Filing          Page
        <S>                     <C>                                                         <C>             <C>

       10(k)          Letter agreement dated January 16, 2001                         Incorporated by        -
                      between Registrant and David Marsh                                 reference
                      (Filed as exhibit 10 (k) to Form 10-Q
                      Quarterly Report of Registrant for the
                      quarter ended March 31, 2002)

       10(l)          Business Loan Agreement of Registrant with Bank of America,     Incorporated by        -
                      dated March 15, 2000, as amended by Amendment No. 2 dated          reference
                      as of September 15, 2000; as amended by Amendment No. 3
                      dated as of July 17, 2001 and as amended by Amendment No. 4
                      dated as of June 26, 2002 (Filed as exhibit 10(l) to form
                      10-Q Quarterly Report of Registrant for the quarter ended
                      June 30, 2002)

       99(a)          Certification of Brian Strom, President and Chief Executive     Filed herewith         32
                      Officer, pursuant to 18 U.S.C. Section 1350, as adopted
                      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

       99(b)          Certification of Michael Campbell, Vice President and Chief     Filed herewith         33
                      Financial Officer, pursuant to 18 U.S.C. Section 1350, as
                      adopted pursuant to Section 906 of the Sarbanes-Oxley Act
                      of 2002
</TABLE>


                                   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: October 31, 2002               By:          /s/BRIAN H. STROM
                                                   Brian H. Strom,
                                                   President and Chief
                                                   Executive Officer



Date: October 31, 2002               By:          /s/MICHAEL D. CAMPBELL
                                                   Michael D. Campbell,
                                                   Executive Vice President
                                                   and Chief Financial Officer

                                                              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: October 31, 2002                By:         ___________________________
                                                  Brian H. Strom,
                                                  President and Chief
                                                  Executive Officer



Date: October 31, 2002               By:          ___________________________
                                                  Michael D. Campbell,
                                                  Executive Vice President
                                                  and Chief Financial Officer


                      CERTIFICATION PURSUANT TO SECTION 302
                        OF THE SARBANES-OXLEY ACT OF 2002


I, Brian H. Strom, President and Chief Executive Officer, certify that:

1.   I  have   reviewed  this   quarterly   report  on  Form  10-Q  of  SureWest
     Communications;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent functions):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly  report  whether  there  were  significant  changes  in  internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.



                                       Date: October 31, 2002
                                       Brian H. Strom
                                       President and Chief Executive Officer




                      CERTIFICATION PURSUANT TO SECTION 302
                        OF THE SARBANES-OXLEY ACT OF 2002


I, Michael D. Campbell,  Executive Vice President and Chief  Financial  Officer,
certify that:

1.   I  have   reviewed  this   quarterly   report  on  Form  10-Q  of  SureWest
     Communications;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent functions):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly  report  whether  there  were  significant  changes  in  internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.



                                    Date: October 31, 2002
                                    Michael D. Campbell
                                    Vice President and Chief Financial Officer
<PAGE>

                                 EXHIBIT 99 (a)

                            CERTIFICATION PURSUANT TO
                  18 U.S.C SECTION 1350, AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In  connection  with  the  Quarterly  Report  of  SureWest  Communications  (the
"Company"),  on Form 10-Q for the period ended  September 30, 2002 as filed with
the Securities and Exchange  Commission on the date hereof (the  "Report"),  the
undersigned,  as the Chief Executive  Officer of the Company,  hereby  certifies
pursuant to 18 U.S.C.  Section 1350,  as adopted  pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:

1.   The Report  fully  complies  with the  requirements  of  Section  13(a) and
     Section 15(d) of the Securities Exchange Act of 1934; and

2.   The information  contained in the Report fairly  presents,  in all material
     respects, the financial condition and results of operations of the Company.

                                   October 31, 2002

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

<PAGE>

                                  EXHIBIT 99(b)

                            CERTIFICATION PURSUANT TO
                  18 U.S.C SECTION 1350, AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In  connection  with  the  Quarterly  Report  of  SureWest  Communications  (the
"Company"),  on Form 10-Q for the period ended  September 30, 2002 as filed with
the Securities and Exchange  Commission of the date hereof (the  "Report"),  the
undersigned,  as the Chief Executive  Officer on the Company,  hereby  certifies
pursuant to 18 U.S.C.  Section 1350,  as adopted  pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:

1.   The Report  fully  complies  with the  requirements  of  Section  13(a) and
     Section 15(d) of the Securities Exchange Act of 1934; and

2.   The information  contained in the Report fairly  presents,  in all material
     respects, the financial condition and results of operations of the Company.

                                   October 31, 2002

                                   /s/Michael Campbell
                                   Michael Campbell
                                   Vice President and Chief Financial Officer