1
                                  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 March 31, 2001

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

                          Commission File Number 0-556

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

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

                 211 Lincoln Street, Roseville, California 95678
        ----------------------------------------- ----------------------
               (Address of principal executive offices) (Zip Code)

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

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

                        Common Stock - Without Par Value
                                (Title of class)

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

                                    Yes X No

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

As of April 30, 2001, 15,400,695 shares of the  registrant's  Common Stock were
outstanding.


<PAGE>
<TABLE>


                        ROSEVILLE COMMUNICATIONS COMPANY
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)
                (Amounts in thousands, except per share amounts)

<CAPTION>
                                                                  (Restated)
                                                 Quarter Ended   Quarter Ended
                                                 March 31, 2001  March 31, 2000
                                                --------------  --------------
<S>                                                     <C>            <C>

Operating revenues:
  Local service                                      $18,073         $17,326
  Network access service                              11,129          11,707
  Wireless service                                     4,702             222
  Directory advertising                                3,548           3,366
  Nonregulated sales and service                       1,705           1,834
  Other                                                3,277           2,382
                                                     -------         -------
    Total operating revenues                          42,434          36,837

Operating expenses:
  Cost of services and products                       13,439          11,178
  Customer operations and selling                      7,741           4,948
  General and administrative                           5,556           4,662
  Depreciation and amortization                        9,642           6,745
                                                     -------         -------
    Total operating expenses                          36,378          27,533
                                                     -------         -------
Income from operations                                 6,056           9,304

Other income (expense):
  Interest income                                      2,575             193
  Interest expense                                      (769)           (777)
  Equity in earnings of cellular partnership               -           3,752
  Other, net                                             468             400
                                                     -------         -------
    Total other income, net                            2,274           3,568
                                                     -------         -------
Income before income taxes and cumulative
  effect of change in accounting principle             8,330          12,872

Income taxes                                           3,344           5,262
                                                     -------         -------
Income before cumulative effect of change
  in accounting principle                              4,986           7,610

Cumulative effect of change in accounting
  principle, net of tax                                    -          (3,273)
                                                     -------         -------
Net income                                           $ 4,986         $ 4,337
                                                     =======         =======

Basic and diluted earnings per share (1):
Income before cumulative effect of change
  in accounting principle                            $   .32         $   .48

Cumulative effect of change in accounting
  principle, net of tax benefit                            -            (.21)
                                                     -------          -------
Net income                                           $   .32         $   .27
                                                     =======          =======

Cash dividends per share (2)                         $   .25         $   .25
                                                     =======          =======
Shares of common stock used to calculate
  earning per share                                   15,470          15,816
                                                     =======         ========
</TABLE>


<PAGE>
<TABLE>


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

                                              Quarter Ended     Quarter Ended
                                              March 31, 2001    March 31, 2000
                                              --------------    --------------
<S>                                                 <C>              <C>

Pro forma amounts assuming the accounting
change is applied retroactively:

Income before cumulative effect of change
  in accounting principle                        $  4,986          $  7,610

Net income                                       $  4,986          $  7,610

Basic and diluted earnings per share:
Income before cumulative effect of change
  in accounting principle                        $    .32          $    .48

Net income                                       $    .32          $    .48

</TABLE>

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

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
































                             See accompanying notes.

<PAGE>


<TABLE>
                        ROSEVILLE COMMUNICATIONS COMPANY
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)
                             (Amounts in thousands)
<CAPTION>

                                              March 31, 2001 December 31, 2000
                                              -------------- -----------------
<S>                                             <C>             <C>

ASSETS
  Current assets:
    Cash and cash equivalents                    $ 80,354      $169,955
    Short-term investments                              -         7,435
    Accounts receivable, net                       21,611        24,515
    Receivable related to cellular
      partnership                                     399         5,513
    Inventories                                     4,909         3,696
    Deferred income tax asset                       6,612         6,613
    Deferred directory costs                        4,283         4,133
    Prepaid expenses and other current assets         609           547
                                                 --------      --------
      Total current assets                        118,777       222,407

  Property, plant and equipment, net              285,247       277,981

  Investments and other assets:
    Long-term Certificate of Deposit with
      related party                                15,406        15,155
    Wireless licenses, at cost, net                12,817        12,929
    Deferred charges and other assets                 452           470
                                                 --------      --------
                                                   28,675        28,554
                                                 --------      --------
                                                 $432,699      $528,942
                                                 ========      ========
LIABILITIES AND SHAREHOLDERS' EQUITY
  Current liabilities:
    Current portion of long-term debt            $  2,143      $  2,143
    Accounts payable and accrued liabilities        5,832        13,840
    Payables to telecommunications entities        25,301        23,346
    Advance billings and customer deposits            689         1,359
    Accrued income tax                              1,104        92,050
    Accrued pension cost                            7,837         7,061
    Accrued compensation                            5,215         3,742
                                                 --------      --------
      Total current liabilities                    48,121       143,541

  Long-term debt                                   43,749        44,285

  Deferred credits and other liabilities           17,219        14,544

  Minority interest in subsidiary                   1,432         1,570

  Shareholders' equity:
    Common Stock, without par value;
      100,000 shares authorized,
      15,412 shares issued and
      outstanding  (15,510 shares in 2000)        179,096       181,547
    Retained earnings                             143,082       143,455
                                                 --------      --------
      Total shareholders' equity                  322,178       325,002
                                                 --------      --------
                                                 $432,699      $528,942
                                                 ========      ========
</TABLE>



                             See accompanying notes.

<PAGE>

<TABLE>

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


<CAPTION>
                                                                (Restated)
                                             Quarter Ended    Quarter Ended
                                             March 31, 2001   March 31, 2000
                                             --------------   --------------
<S>                                             <C>                <C>

Net cash provided by(used in)
 operating activities                          $(71,912)         $21,843

Cash flows from investing activities:
  Capital expenditures for property, plant
    and equipment                               (16,796)         (18,593)
  Purchases of held-to-maturity investments           -              (24)
  Maturities of held-to-maturity investments      7,435            5,000
  Investment in cellular partnership                  -           (3,078)
  Return of investment in cellular
    partnership                                       -            9,220
  Refundable deposit                                  -             (800)
  Changes in deferred charges and other
    assets                                           18               48
                                                -------          -------
  Net cash used in investing activities          (9,343)          (8,227)

Cash flows from financing activities:
  Principal payments of long-term debt             (536)            (536)
  Dividends paid                                 (3,876)          (3,960)
  Repurchase of common stock                     (3,934)          (5,879)
                                                -------          -------
  Net cash used in financing activities          (8,346)         (10,375)
                                                -------          -------
Increase (decrease) in cash and cash
 equivalents                                    (89,601)           3,241

Cash and cash equivalents at beginning of
  period                                        169,955           10,886
                                               --------          -------
Cash and cash equivalents at end of
  period                                       $ 80,354          $14,127
                                               ========          =======

</TABLE>
























                             See accompanying notes.

<PAGE>


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

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     The condensed consolidated financial statements of Roseville Communications
     Company  (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 2000 Annual Report to Shareholders.

     The  Company  is a  holding  company  with  subsidiaries  operating  in the
     communications  services  industry.  The Company's  wholly-owned  principal
     operating   subsidiary   is   Roseville   Telephone   Company   ("Roseville
     Telephone").  Roseville  Directory Company ("RCS  Directories"),  Roseville
     Long Distance Company  ("Roseville Long Distance"),  RCS Internet  Services
     ("RCS  Internet"),  Roseville PCS, Inc. and Roseville  Alternative  Company
     ("Roseville  Alternative")  are  each  wholly  owned  subsidiaries  of  the
     Company. Roseville PCS, Inc. is the manager of and has an approximate 98.2%
     interest in West Coast PCS LLC (d.b.a.  "RCS  Wireless"),  which was formed
     for the purpose of  providing  wireless  personal  communications  services
     ("PCS").  The Company expects that the sources of its revenues and its cost
     structure may be different in future  periods as a result of its entry into
     these communications markets.

2.   BUSINESS SEGMENTS

     The Company has two  reportable  business  segments:  Telecom and PCS.  The
     Telecom segment primarily provides local,  network access and long distance
     services, directory advertising services, internet services and the sale of
     non-regulated  products and services  principally to customers  residing in
     Roseville  Telephone's  service  area.  The PCS segment  provides  personal
     communications  services and the sale of related communications  equipment.
     The Company  evaluates the performance of these business  segments based on
     income from  operations.  These segments are strategic  business units that
     offer  different  products and services.  The accounting  policies of these
     segments are the same as those described in Note 1 - Summary of Significant
     Accounting  Policies.  The  Company  accounts  for  intersegment  sales and
     transfers at  prevailing  market  rates.  Intersegment  sales and transfers
     between the Telecom and PCS segments  are not  significant.  The  Company's
     business segment information is as follows:
<TABLE>

         Three months ended
         March 31, 2001                    Telecom         PCS     Consolidated
                                           -------        ----     ------------
        <S>                                  <C>            <C>         <C>

         Operating revenues               $   37,732  $    4,702   $    42,434
         Depreciation and amortization         7,083       2,559         9,642
         Income (loss) from operations        11,406      (5,350)        6,056
         Assets                              350,304      82,395       432,699

</TABLE>

<TABLE>

         Three months ended
         March 31, 2000                    Telecom        PCS      Consolidated
                                           -------        ----     ------------
        <S>                                   <C>         <C>           <C>
         Operating revenues               $  36,615  $      222     $  36,837
         Depreciation and amortization        5,669       1,076         6,745
         Income (loss) from operations       12,527      (3,223)        9,304
         Cumulative effect of change
           in accounting principle,
           net of tax                        (3,273)          -        (3,273)
         Assets                             293,339      46,194       339,533
</TABLE>


3.   Cumulative effect of change in accounting principle

     During  the fourth  quarter  of 2000,  the  Company  changed  its method of
     accounting,  retroactive to January 1, 2000,  for up-front fees  associated
     with telecommunications  service activation in accordance with the guidance
     contained  in  the  SEC  Staff  Accounting   Bulletin  No.  101,   "Revenue
     Recognition in Financial  Statements" ("SAB 101"),  which was issued by the
     SEC in December 1999. Previously,  the Company had recognized such up-front
     fees as  revenues  upon  activation  of service.  Under the new  accounting
     method,  the Company now recognizes  up-front fees  associated with service
     activation over the expected  duration of the customer  relationships.  The
     cumulative effect of the change on prior years resulted in a charge to 2000
     income of $3,300 (net of income taxes of $2,300).  For the  quarters  ended
     March 31, 2001 and 2000,  the Company  recognized  $600  thousand  and $652
     thousand,   respectively,   of  revenue  relating  to  activation   revenue
     previously  deferred in connection with the cumulative effect adjustment as
     of January 1, 2000.

4.   RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENT

     The Company adopted SFAS No. 133,  "Accounting  for Derivative  Instruments
     and Hedging  Activities," on January 1, 2001.  This statement  standardized
     the accounting for derivatives and hedging activities and requires that all
     derivatives be recognized in the statement of financial  position as either
     assets  or  liabilities  at  fair  value.  Changes  in the  fair  value  of
     derivatives  that do not  meet  the  hedge  accounting  criteria  are to be
     reported in  earnings.  The adoption of SFAS No. 133 on January 1, 2001 had
     no material affect on the consolidated financial statements of the Company.
















<PAGE>


                        ROSEVILLE COMMUNICATIONS COMPANY

PART I

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

Information  included in the  Company's  quarterly  report on Form 10-Q contains
"forward looking"  statements,  as defined in the Private Securities  Litigation
Reform  Act of 1995,  that are  based on  current  expectations,  estimates  and
projections.  Statements  that are not historical  facts,  including  statements
about the beliefs and  expectations  of the  Company and its  subsidiaries,  are
forward looking  statements.  Such forward  looking  statements are subject to a
number of risks,  assumptions and  uncertainties  that could cause the Company's
actual results to differ materially from those projected in such forward looking
statements.

Important factors that could cause actual results to differ from those set forth
in the forward looking statements  include,  but are not limited to: advances in
telecommunications  technology,  changes  in the  telecommunications  regulatory
environment,  changes in competition  in markets in which the Company  operates,
the  availability  of future  financing,  changes in the demand for services and
products,  new product and service  development and  introductions,  pending and
future litigation and unanticipated changes in the growth of PCS operations. The
Company  does  not  undertake  any  obligation  to  update  any  forward-looking
statements whether as a result of new information, future events or otherwise.

Results of Operations

General

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

The  Telecom  segment is aligned  with  specific  subsidiaries  of the  Company.
Roseville Telephone,  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.
Roseville Directory Company ("RCS  Directories"),  a wholly-owned  subsidiary of
the Company, produces, publishes and distributes Roseville Telephone's directory
including the sale of yellow pages advertising.  RCS Directories is also engaged
in the business of producing,  publishing and distributing  directories in other
Northern California  communities outside of Roseville  Telephone's service area.
The  Company's   wholly-owned   subsidiary,   Roseville  Long  Distance  Company
("Roseville  Long  Distance"),  is engaged  in the  provision  of long  distance
services.  The Company's  wholly-owned  subsidiary,  RCS Internet Services ("RCS
Internet"), is engaged in the provision of high speed internet services.

The PCS segment  consists of the Company's  wholly-owned  subsidiary,  Roseville
PCS, Inc., which is the manager of and has an approximate 98.2% interest in West
Coast PCS LLC (d.b.a.  "RCS  Wireless"),  which was formed together with another
entity not controlled by the Company for the purpose of providing PCS.

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

Sale of Cellular Partnership Interest

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

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

Operating Revenues

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

Revenues  from services  subject to  regulation,  which  include local  service,
network  access  service  and  toll  service  revenues  generated  by  Roseville
Telephone,  constituted  approximately  69%  and  79%  of  the  Company's  total
operating revenues for the quarters ended March 31, 2001 and 2000, respectively.
Revenues  subject to  regulation  are derived  from various  sources,  including
billings to business and residential  subscribers  for basic exchange  services,
extended area service  charges;  surcharges  mandated by the  California  Public
Utilities  Commission  ("P.U.C.");  billings  to Pacific  Bell,  a  wholly-owned
subsidiary of SBC Communications  Inc. ("Pacific Bell"), long distance carriers,
competitive  access  providers  and  subscribers  for network  access  services;
interstate  settlement revenues from the National Exchange Carrier  Association;
and support payments from the Universal  Service Fund and a California High Cost
Fund.

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

Interstate  access  charges  and  carrier  common  line  revenues  are  based on
extensive cost separation  studies which utilize  estimated cost information and
projected demand usage. During the two-year monitoring period ended December 31,
2000 ("Monitoring  Period"),  the Company experienced  significant  increases in
internet  traffic.  The F.C.C.  currently  requires  that the costs of  internet
traffic be assigned to the  intrastate  jurisdiction  for  separation  purposes;
accordingly,  the  increase in  internet  traffic  caused a  reduction  in costs
allocated to the Company's interstate  jurisdiction.  Additionally,  the Company
has  experienced an increase in its  interstate  access traffic in excess of the
forecasted  demand  utilized  in its  cost  studies  for the  Monitoring  Period
resulting from the 1999 introduction of Digital Subscriber Line ("DSL") service.
Based  on  the  results  of the  Company's  preliminary  cost  studies  for  the
Monitoring Period, the Company believes that its interstate  earnings were above
those authorized by the FCC. Accordingly,  in the fourth quarter of 2000 and the
first quarter of 2001 the Company  recorded an  additional  liability to various
telecommunications   entities   aggregating   $8.1   million  and  $1.8  million
respectively, through a charge to operating revenues. Therefore, as of March 31,
2001,  the  Company  had an  aggregate  liability  to  these  telecommunications
entities  of  $12.6  million  relating  to  its  estimated   interstate  sharing
obligation.

Roseville Telephone bills Pacific Bell various charges for certain local service
and network access service  revenues  pursuant to certain  agreements  described
below. Of the Company's  total  operating  revenues for the quarters ended March
31,  2001  and  2000,  3% and  11%,  respectively,  were  recorded  under  these
agreements.  In 1999,  Pacific Bell expressed  interest in withdrawing  from the
designated  carrier plan ("DCP") for Roseville  Telephone's  toll traffic and to
enter into a new, permanent  compensation  arrangement for extended area service
("EAS").  The DCP is a compensation  arrangement between Roseville Telephone and
Pacific  Bell for  certain  intraLATA  toll  services.  Pacific  Bell  also paid
Roseville  Telephone  $11.5  million per year for EAS  pursuant to a  Settlement
Transition  Agreement.  In November 2000, the P.U.C.  authorized Pacific Bell to
terminate its annual EAS payments to Roseville Telephone, authorized replacement
funding on an interim  basis using the current  reserve in the  California  High
Cost  Fund-B,  and denied  permanent  replacement  funding at this time  pending
further  proceedings  to be held during 2001 and 2002.  These  proceedings  will
determine the extent to which  recovery of all,  none, or a portion of the $11.5
million annual EAS payments should come from Roseville Telephone's ratepayers or
other  regulatory  recovery  mechanisms.  In addition,  Roseville  Telephone and
Pacific Bell have agreed to allow the current DCP  arrangement to expire without
renewal in December 2001. The results of these  proceedings  and their potential
effects on Roseville Telephone cannot yet be determined.

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

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

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

First quarter ended March 31, 2001 and 2000

Operating Revenues:

Total operating revenues increased $5.6 million, or 15%, in the first quarter of
2001  compared  to the same  period in 2000.  Wireless  service  increased  $4.7
million over the prior period as a result of continued additions to the customer
base.  Other  revenues  increased $895 thousand or 38% over the prior period due
primarily to continued  growth in RCS Internet  customer base and an increase in
penetration of long distance services.


Revenues subject to regulation, which are comprised of local service and network
access service revenues, had an increase of $169 thousand, or less than 1%, over
the prior  period.  These  revenues  were  positively  effected by the  combined
effects  of 1)  access  line  growth of 1%, 2)  improved  penetration  in custom
calling and other  enhanced  network  services and 3) increased  network  access
revenues due to larger  minute-of-use  volumes,  expanded  demand for  dedicated
access services and growth in digital subscriber line services.  These increases
were largely offset by a reduction to operating revenue of $1.8 million relating
to the Companys estimated interstate sharing obligation noted above.

Directory  advertising  revenues  increased  $182 thousand due to an increase in
advertising sales relating to Roseville Telephone's directory.

Operating Expenses:

Total operating expenses  increased $8.8 million,  or 32%, for the quarter ended
March 31,  2001  compared  to the same  period  in 2000.  Cost of  services  and
products  increased  $2.3 million or 20%, due  primarily to an increase in tower
rents related to the continuing  expansion of the coverage area of RCS Wireless,
transport costs associated with long distance services,  and modem and transport
costs related to internet services.

Customer  operations and selling  expense  increased  $2.8 million,  or 56%, due
primarily  to  increased  sales  and  advertising   costs  associated  with  the
continuing expansion of wireless and internet services.

General and  Administrative  expenses  increased $894 thousand,  or 19%, for the
quarter ended March 31, 2001 compared to the same period in 2000,  due primarily
to  increased  labor  costs  resulting  from both an increase in the size of the
Company's workforce and normal compensation increases.

Depreciation and amortization  increased $2.9 million, or 43%, as a result of an
increase  in  telephone  and  wireless  plant and the  amortization  of  network
software and PCS licenses.

Other Income, Net:

Other income,  net,  decreased $1.3 million for the quarter ended March 31, 2001
compared to the same period in 2000.  As a result of the  Company's  sale of its
cellular partnership interest in November,  2000, the Company did not record any
income from the partnership's  operations in the 2001 period.  The reduction was
offset in part by an increase in interest  income as a result of larger  average
investment  balances  derived  substantially  from  the  sale  the  of  cellular
partnership interest.

Income Taxes:

Income  taxes for the  quarter  ended  March 31,  2001  decreased  $1.9  million
compared  to the same  period in 2000 due  primarily  to the  decrease in income
subject  to  tax.  The   effective   federal  and  state  income  tax  rate  was
approximately  40.1% and 40.9% for the  quarters  ended March 31, 2001 and 2000,
respectively.

Liquidity and Capital Resources

As reflected in the Condensed  Consolidated  Statements of Cash Flows,  net cash
used in operating  activities  was $71.9 million for the quarter ended March 31,
2001.  Net cash  provided  by  operating  activities  was $21.8  million for the
quarter ended March 31, 2000. The decrease in cash from operating activities for
the quarter  ended March 31, 2001  compared to the same period in 2000,  was due
primarily  to a $90  million  payment of income  tax  related to the sale of the
Company's cellular  partnership interest in 2000. During the quarter ended March
31, 2001, the Company used cash flows from operations and existing cash and cash
equivalents  to fund 1) capital  expenditures  of $16.8  million  pertaining  to
ongoing plant construction projects, 2) common stock repurchases of $3.9 million
3) dividends of $3.9  million,  and 4)  principal  payments of $536  thousand to
retire long-term debt.

The Company's most  significant use of funds for the balance of 2001 is expected
to be for 1) remaining  budgeted  capital  expenditures of  approximately  $42.4
million,  2) remaining  scheduled  payments of long-term debt of $1.6 million 3)
anticipated cash dividends of $11.6 million and 4) net operating expenditures of
up to $10.1 million relating to RCS Wireless.

In February  2000,  the Board of Directors  authorized the repurchase of up to 1
million  shares of Company  common stock.  The shares are purchased from time to
time in the open market or through privately negotiated  transactions subject to
overall financial and market conditions. As of March 31, 2001, approximately 427
thousand shares of common stock have been repurchased.  As a result, the Company
has  authorization  from the Board of Directors to repurchase an additional  573
thousand outstanding shares.

In March 2000,  the Company  entered into a business loan  agreement with a bank
for a $30 million line of credit with a term of three years.  In September 2000,
the bank amended the credit facility  increasing the borrowing capacity from $30
million to $50  million.  There were no amounts  outstanding  under this line at
March 31, 2001.

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

Other Financial Information

The Company  adopted SFAS No. 133,  "Accounting  for Derivative  Instruments and
Hedging  Activities,"  on January  1,  2001.  This  statement  standardized  the
accounting  for  derivatives  and  hedging  activities  and  requires  that  all
derivatives  be  recognized  in the  statement of  financial  position as either
assets or  liabilities  at fair value.  Changes in the fair value of derivatives
that do not meet the hedge  accounting  criteria are to be reported in earnings.
The  adoption of SFAS No. 133 on January 1, 2001 had no  material  affect on the
consolidated financial statements of the Company.

During the fourth quarter of 2000, the Company changed its method of accounting,
retroactive   to  January  1,  2000,   for   up-front   fees   associated   with
telecommunications  service activation in accordance with the guidance contained
in the Securities Exchange Commission ("SEC") Staff Accounting Bulletin No. 101,
"Revenue  Recognition in Financial  Statements",  which was issued by the SEC in
December  1999.  Previously,  the Company had  recognized  such up-front fees as
revenues  upon  activation  of service.  Under the new  accounting  method,  the
Company now recognizes up-front fees associated with service activation over the
expected  duration of the customer  relationships.  The cumulative effect of the
change on prior years  resulted in a charge to 2000 income of $3.3  million (net
of income  taxes of $2.3  million).  For the  quarters  ended March 31, 2001 and
2000, the Company recognized $600 thousand and $652 thousand,  respectively,  of
revenue relating to activation  revenue  previously  deferred in connection with
the cumulative effect adjustment as of January 1, 2000.




<PAGE>


PART II

Item 1.  Regulatory and Legal Proceedings.
         ---------------------------------

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

Roseville  Telephone is subject to  regulation by the F.C.C.  and P.U.C.  In the
past,  there  have been  various  proceedings  before  these  agencies  to which
Roseville Telephone has been a party.

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

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

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

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

     o    The rules governing the opening of markets to competition

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

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

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


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

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

a) See Index to Exhibits.

b) No reports on Form 8-K were filed during the first quarter of 2001.



<PAGE>








                        ROSEVILLE COMMUNICATIONS COMPANY
                                INDEX TO EXHIBITS
                                  (Item 6 (a))

                                                     Method
Exhibit No.             Description                  of Filing          Page
-----                   -----------                  ---------          ----
 3(a)   Articles of Incorporation of the             Incorporated by       -
        Company, together with Certificate           reference
        of Amendment of Articles of
        Incorporation dated 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)   Bylaws of the Company (Filed as Exhibit      Incorporated by       -
        3(b)to Form 10-K Annual Report of Roseville  reference
        Communications Company for the year
        ended December 31, 2000)

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

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

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

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

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


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

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

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

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

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

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

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



<PAGE>


                                   signatures

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.

                        ROSEVILLE COMMUNICATIONS COMPANY
                                  (Registrant)


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



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


<PAGE>


                                   signatures

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.

                        ROSEVILLE COMMUNICATIONS COMPANY
                                  (Registrant)


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



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