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 quarterly period ended June 30, 2003

              [ ] 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 August 5, 2003,  14,537,144  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>
                                           Quarter           Quarter             Six Months           Six Months
                                            Ended             Ended                Ended                 Ended
                                        June 30, 2003     June 30, 2002        June 30, 2003         June 30, 2002
                                        -------------     -------------        -------------         -------------
<CAPTION>
<S>                                          <C>                <C>                     <C>                <C>
Operating revenues:
  Local service                           $16,292             $16,436              $31,288               $32,950
  Network access service                   13,984              12,843               27,401                26,145
  Directory advertising                     3,705               3,616                7,543                 7,354
  Long distance service                     1,257               1,332                2,510                 2,659
  Wireless service                          6,686               5,943               13,189                11,269
  Internet service                          3,957               1,423                7,671                 2,761
  Residential broadband service             2,276                   -                4,143                     -
  Business broadband service                  917                 578                1,667                 1,029
  Other                                     1,215                 947                2,306                 2,402
                                          -------             -------              -------               -------
    Total operating revenues               50,289              43,118               97,718                86,569

Operating expenses:
  Cost of services and products            13,947              14,444               28,652                28,464
  Customer operations and selling           8,407               7,216               17,089                15,331
  General and administrative                9,857               7,385               19,607                13,124
  Depreciation and amortization            12,511              11,026               24,898                21,474
                                          -------             -------              -------               -------
    Total operating expenses               44,722              40,071               90,246                78,393
                                          -------             -------              -------               -------
Income from operations                      5,567               3,047                7,472                 8,176

Other income (expense):
  Interest income                             354                 225                  437                   428
  Interest expense                         (1,262)               (337)              (2,094)                 (699)
  Gain on sale of alarm
   monitoring assets                            -                   -                    -                 4,435
  Other, net                                  (29)                (82)                 (56)                 (107)
                                          -------             -------              -------               -------
    Total other (expense)income,
      net                                    (937)               (194)              (1,713)                4,057
                                          -------             -------              -------               -------
Income before income taxes                  4,630               2,853                5,759                12,233

Income taxes                                1,917               1,150                2,371                 4,921
                                          -------             -------              -------               -------
Net income                                $ 2,713             $ 1,703              $ 3,388               $ 7,312
                                          =======             =======              =======               =======

Basic and diluted earnings per
  share (1)                               $  0.19             $  0.12              $  0.23               $  0.49

Cash dividends per share (2)              $  0.25             $  0.25              $  0.50               $  0.50
                                          =======             =======              =======               =======
Shares of common stock used to
  calculate earnings per share             14,521              14,775               14,521                15,006
                                          =======             =======              =======               =======
</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.

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

                                                            June 30, 2003           December 31, 2002
<CAPTION>
<S>                                                             <C>                     <C>
                                                            -------------           -----------------
ASSETS
  Current assets:
      Cash and cash equivalents                                $ 27,609                 $ 20,385
      Short-term investments                                     38,763                        -
      Accounts receivable, net                                   20,841                   19,747
      Refundable income taxes                                     8,317                    6,868
      Inventories                                                 6,249                    4,649
      Deferred directory costs                                    4,410                    3,657
      Prepaid expenses and other current assets                   3,051                    2,325
                                                               --------                 --------
         Total current assets                                   109,240                   57,631

  Property, plant and equipment, net                            325,956                  320,261

  Intangible and other assets:
      Wireless licenses, net                                     13,566                   13,566
      Goodwill                                                    2,171                    2,171
      Intangible asset relating to pension
        plans                                                     1,507                    1,507
      Intangible asset relating
        to favorable operating leases, net                          721                    1,260
      Deferred charges and other assets                             706                      343
                                                               --------                 --------
                                                                 18,671                   18,847
                                                               --------                 --------
                                                               $453,867                 $396,739
                                                               ========                 ========

LIABILITIES AND SHAREHOLDERS' EQUITY
    Current liabilities
      Current portion of long-term debt                        $  4,708                 $  5,779
      Current portion of capital lease
        obligations                                                 319                      309
      Accounts payable and other accrued
        liabilities                                              11,601                    7,112
      Estimated shareable earnings obligations                   12,121                    9,350
      Advance billings and deferred revenues                      9,697                    8,142
      Accrued pension benefits                                    8,803                    5,613
      Accrued compensation                                        5,585                    4,902
                                                               --------                 --------
         Total current liabilities                               52,834                   41,207

    Short-term borrowings refinanced on a
      long-term basis                                                 -                   15,000
    Long-term debt                                               96,364                   36,364
    Long-term capital lease obligations                             451                      607
    Deferred income taxes                                        31,440                   26,552
    Other liabilities and deferred revenues                       7,524                    8,004
    Commitments and contingencies

</TABLE>


                             See accompanying notes.

<PAGE>



                             SUREWEST COMMUNICATIONS
                CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)
                                   (Unaudited)
                             (Amounts in thousands)

<TABLE>


                                                                   June 30, 2003           December 31, 2002
                                                                   --------------          -----------------
<CAPTION>
        <S>                                                              <C>                      <C>
   Shareholders' equity:
      Common stock, without par value;
       100,000 shares authorized, 14,537 and 14,529 shares issued
       and outstanding at June 30, 2003 and December 31, 2002,
       respectively                                                      158,782                  158,567
      Deferred stock-based compensation                                     (202)                    (116)
      Accumulated other comprehensive loss                                (1,637)                  (1,637)
      Retained earnings                                                  108,311                  112,191
                                                                        --------                 --------
          Total shareholders' equity                                     265,254                  269,005
                                                                        --------                 --------
                                                                        $453,867                 $396,739
                                                                        ========                 ========
</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>


                                                      Six Months              Six Months
                                                        Ended                   Ended
                                                    June 30, 2003           June 30, 2002
                                                    --------------          --------------
<CAPTION>
<S>                                                      <C>                     <C>
Net cash provided by
 operating activities                                   $40,175                $19,681

Cash flows from investing activities:
  Deposit for the purchase of substantially
    all of the assets of Western Integrated
    Networks, LLC                                             -                   (700)
  Proceeds from sale of alarm
    monitoring division                                       -                  4,495
  Capital expenditures for property, plant
    and equipment                                       (30,423)               (26,602)
  Purchases of short-term investments                   (38,763)                     -
  Maturities of held-to-maturity investments                  -                  1,723
  Changes in deferred charges and other
    assets                                                 (425)                     6
                                                        -------                -------
  Net cash used in investing activities                 (69,611)               (21,078)

Cash flows from financing activities:
  Repayment of short-term borrowings                    (15,000)                     -
  Proceeds from long-term debt                           60,000                      -
  Principal payments of long-term debt                   (1,072)                (1,071)
  Dividends paid                                         (7,268)                (7,479)
  Repurchase of common stock                                  -                (28,220)
  Proceeds from exercise of stock options                     -                    726
                                                        -------                -------
  Net cash provided by (used in)
      financing activities                               36,660                (36,044)
                                                        -------                -------
Increase (decrease) in cash and cash
  equivalents                                             7,224                (37,441)

Cash and cash equivalents at beginning of
  period                                                 20,385                 54,520
                                                        -------                -------
Cash and cash equivalents at end of
  period                                                $27,609                $17,079
                                                        =======                =======

</TABLE>









                             See accompanying notes.



<PAGE>




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

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     The condensed consolidated financial statements of SureWest  Communications
     (the "Company") have been prepared in accordance with accounting principles
     generally  accepted in the United States for interim financial  information
     and pursuant to the rules and  regulations  of the  Securities and Exchange
     Commission  (the  "SEC").  In the opinion of  management,  all  adjustments
     (consisting only of normal recurring adjustments)  considered necessary for
     fair  presentation  of the results for the interim  periods shown have been
     included. 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  2002 Annual  Report on Form 10-K filed
     with the SEC.

     The  Company  is a holding  company  with  wholly-owned  subsidiaries  that
     provide  integrated   communications   services.  The  Company's  principal
     operating   subsidiary   is   Roseville   Telephone   Company   ("Roseville
     Telephone").   SureWest   Directories,   Roseville  Long  Distance  Company
     ("Roseville  Long Distance"),  SureWest  Broadband,  SureWest  Wireless and
     SureWest  Televideo  ("SureWest  Broadband/Residential  Services") are each
     subsidiaries  of the Company.  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 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, (ii) direct acquisition costs of $622 and
     (iii) the  assumption of certain  current  liabilities  aggregating  $4,717
     relating principally to executory contracts and capital lease obligations.

     Prior  to July  12,  2003,  the  Company  obtained  additional  information
     regarding  the fair  values of  certain  assets  acquired  and  liabilities
     assumed from WIN. Accordingly,  the Company has prospectively  adjusted the
     preliminary purchase price allocation in connection with the preparation of
     its second quarter 2003 condensed  consolidated  financial statements.  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 final allocation of the aforementioned purchase price:


<PAGE>




         Accounts receivable, net                        $   615
         Equipment held for sale                           2,573
         Other current assets                                931
         Property, plant and equipment                    12,327
         Intangible asset relating
          to favorable operating leases                      893
                                                         -------
           Total assets acquired                          17,339

         Current liabilities assumed under
           executory contracts                             3,483
         Liabilities assumed under capital
           lease obligations                               1,064
         Other liabilities                                   170
                                                         -------
           Total liabilities assumed                       4,717
                                                         -------
                                                         $12,622
           Net assets acquired                           =======

     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. This sale resulted in a pre-tax gain of
     $4,435  during 2002.  Through June 30, 2003,  the Company had received cash
     proceeds of $4,995,  of which $4,495 and $500 were received during 2002 and
     the  fourth  quarter of 2001,  respectively.  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. The purchaser
     of the assets commenced  litigation  against the Company relating to claims
     under the asset agreement,  generally in connection with certain  contracts
     assigned to the purchaser.  On July 17, 2003, the Company and the purchaser
     settled the litigation  and the Company  agreed to pay the purchaser  $375.
     Accordingly,  the Company accrued this settlement  liability as of June 30,
     2003 through a charge to general and  administrative  expense for the three
     months ended June 30, 2003.  Total operating  revenues  attributable to the
     Company's  alarm  monitoring  division  during the quarter and year to date
     periods ended June 30, 2002 were $279 (none in 2003).

     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 authorized
     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,   the
     reincorporation  has not been  implemented,  but is anticipated to occur in
     2003.

     Stock-based compensation

     The Company  accounts for  stock-based  awards to (i)  employees  using the
     intrinsic value method and (ii) non-employees using the fair value method.

     Under the intrinsic value method,  when the exercise price of the Company's
     employee stock options equals or exceeds the market price of the underlying
     stock on the date of grant,  no  compensation  expense is  recognized.  The
     following table illustrates the pro forma effect on net income and earnings
     per share for the  quarters and six months ended June 30, 2003 and 2002 had
     the Company applied the fair value method to account for stock-based awards
     to employees:


<PAGE>


<TABLE>


                                                    Quarter             Quarter            Six Months          Six Months
                                                     Ended               Ended               Ended               Ended
                                                 June 30, 2003       June 30, 2002       June 30, 2003       June 30, 2002
                                               ------------------- ------------------- ------------------- -------------------
<CAPTION>
<S>                                                     <C>             <C>                     <C>             <C>
Net income, as reported                        $      2,713         $      1,703        $      3,388        $      7,312
Add stock-based employee
  compensation expense included
  in the determination of net
  income as reported, net of tax                         36                   29                  76                  72
Less stock-based employee
  compensation expense that would
  have been included in the determination
  of net income if the fair value method
  had been applied to all
  awards, net of tax                                   (350)               (315)                (706)               (612)
                                               -------------        ------------        ------------        ------------
Pro forma net income                           $      2,399         $      1,417        $      2,758        $      6,772
                                               =============        ============        ============        ============
Basic net income per share:
  As reported                                  $       0.19         $       0.12        $       0.23        $       0.49
  Pro forma                                    $       0.17         $       0.10        $       0.19        $       0.45
Diluted net income per share:
  As reported                                  $       0.19         $       0.12        $       0.23        $       0.49
  Pro forma                                    $       0.17         $       0.10        $       0.19        $       0.45

         Comprehensive Income

         Significant components of the Company's comprehensive income (loss) are as follows:

                                                                      Quarter Ended                Six Months Ended
                                              Cumulative                 June 30,                      June 30,
                                                Amounts              2003          2002            2003         2002
                                           ------------------- -- ------------ ------------- -- ------------ ------------

      Net income                                $108,311          $2,713          $1,703          $3,388       $7,312
      Minimum pension and
        post-retirement
        benefit liability
        adjustment, net of
        income taxes                              (1,637)              -               -               -            -
                                                --------          ------          ------          ------       ------
      Comprehensive income                      $106,674          $2,713          $1,703          $3,388       $7,312
                                                ========          ======          ======          ======       ======
</TABLE>

     Cumulative effect of change in accounting principle

     The Company adopted SEC Staff Accounting Bulletin ("SAB") No. 101, "Revenue
     Recognition  in Financial  Statements,"  effective  January 1, 2000,  which
     requires  non-recurring  revenues  associated  with service and  activation
     charges to be deferred.  The cumulative effect of this change in accounting
     principle was $3,273, net of tax, ($0.21 per share) in 2000.

     For the three-month  periods ended March 31 and June 30, 2003 and 2002, the
     Company  recognized  the  following  revenues  that  were  included  in the
     cumulative effect adjustment as of January 1, 2000:

         Three Months Ended:
           March 31, 2003                                           $128
           June 30, 2003                                            $114
           March 31, 2002                                           $298
           June 30, 2002                                            $251

     The net effect of these  revenues in 2003 was to increase net income in the
     three-month   periods   ended  March  31  and  June  30  by  $75  and  $68,
     respectively.

     The net effect of these  revenues in 2002 was to increase net income in the
     three-month  periods  ended  March  31  and  June  30  by  $178  and  $150,
     respectively.

     Reclassifications

     Certain  amounts in the Company's  2002  condensed  consolidated  financial
     statements have been  reclassified to conform with the  presentation of its
     2003 condensed consolidated financial statements.

2.   BUSINESS SEGMENTS

     The Company has three reportable business segments:  Telecom, Broadband and
     Wireless.  The Telecom segment primarily provides local, network access and
     long distance services,  directory  advertising  services,  and the sale of
     certain  non-regulated  products  and  services  principally  to  customers
     residing in Roseville  Telephone's  service  area.  The  Broadband  segment
     provides  various  services  including  high-speed  and  dial-up  Internet,
     digital  cable,  local,  network  access  and toll  telephone  and  managed
     services in the greater Sacramento area,  principally to customers residing
     outside of Roseville  Telephone's  service area. This segment  includes the
     Company's   subsidiaries   SureWest   Broadband   and  SureWest   Broadband
     Residential  Services.  SureWest  Broadband  is  comprised,  in part,  of a
     division of Roseville  Telephone  operating as a Competitive Local Exchange
     Carrier.  The Wireless segment provides  wireless  services and the sale of
     related  communications  equipment.  Corporate operations  includes:  cash;
     investments; certain property, plant, and equipment and miscellaneous other
     assets not  allocated  to the  segments.  However,  the  investment  income
     associated  with  cash and  investments  held by  Corporate  Operations  is
     included in the results of the operations of the Company's segments.

     These segments are strategic  business units that offer different  products
     and services.  The Company accounts for intersegment  revenues and expenses
     at prevailing market rates. The Company's  business segment  information is
     as follows  (the  Company's  2002  business  segment  information  has been
     restated to conform to the Company's organizational structure in 2003):
<TABLE>
For the three months                                                         Corporate       Intercompany
       ended June 30, 2003     Telecom       Broadband        Wireless      Operations       Eliminations         Consolidated
                              --------       ---------        --------       --------        ------------         ------------
<CAPTION>
<S>                             <C>              <C>            <C>             <C>               <C>                 <C>
Operating revenues
 from external
 customers                    $36,453         $ 7,150          $6,686          $    -          $     -              $50,289
Intersegment revenues           5,867             254             146               -           (6,267)                   -
Operating expenses             19,996          10,389           8,093               -           (6,267)              32,211
Depreciation and
 Amortization                   7,691             965           3,855               -                -               12,511
Income (loss) from
 Operations                    14,633          (3,950)         (5,116)              -                -                5,567
Net income (loss)             $ 8,727         $(2,727)        $(3,287)         $    -          $     -              $ 2,713
</TABLE>



<PAGE>





2. BUSINESS SEGMENTS (CONTINUED)
<TABLE>

 For the three months                                                         Corporate       Intercompany
  ended June 30, 2002            Telecom       Broadband        Wireless      Operations       Eliminations         Consolidated
                                 -------       ---------        --------       --------        ------------         ------------
<CAPTION>
<S>                               <C>             <C>              <C>               <C>           <C>                <C>
Operating revenues
 from external
 Customers                       $35,174         $ 2,001         $ 5,943       $      -         $     -              $43,118
Intersegment revenues              3,781              70              99              -          (3,950)                   -
Operating expenses                22,060           3,020           7,915              -          (3,950)              29,045
Depreciation and
 Amortization                      6,926             372           3,728              -               -               11,026
Income (loss) from
 Operations                        9,969          (1,321)         (5,601)             -               -                3,047
Net income (loss)                $ 6,068         $  (761)        $(3,604)      $      -         $     -              $ 1,703

</TABLE>
<TABLE>

As of and for the
  six months ended                                                            Corporate        Intercompany
  June 30, 2003                  Telecom       Broadband        Wireless      Operations       Eliminations         Consolidated
                                 --------      ---------        --------       --------        ------------         ------------
<CAPTION>
<S>                               <C>               <C>            <C>            <C>              <C>                   <C>
Operating revenues
 from external
 Customers                       $ 71,048         $13,481        $ 13,189      $     -          $       -            $ 97,718
Intersegment revenues              11,390             782             302            -            (12,474)                  -
Operating expenses                 41,471          20,544          15,807            -            (12,474)             65,348
Depreciation and
 Amortization                      15,450           1,814           7,634            -                  -              24,898
Income (loss) from
 Operations                        25,517          (8,095)         (9,950)           -                  -               7,472
Net income (loss)                  15,096          (5,321)         (6,387)           -                  -               3,388
Total assets                     $555,390         $85,315        $132,380      $68,489          $(387,707)           $453,867
</TABLE>
<TABLE>

As of and for the
  six months ended                                                            Corporate        Intercompany
  June 30, 2002                  Telecom       Broadband        Wireless      Operations       Eliminations         Consolidated
                                 -------       ---------        --------       --------        ------------         ------------
<CAPTION>
<S>                                <C>           <C>              <C>             <C>             <C>                  <C>
Operating revenues
 from external
 Customers                       $ 71,510         $ 3,790        $ 11,269      $     -         $       -             $ 86,569
Intersegment revenues               7,711             116             191            -            (8,018)                   -
Operating expenses                 42,384           5,758          16,795            -            (8,018)              56,919
Depreciation and
 Amortization                      13,512             640           7,322            -                 -               21,474
Income (loss) from
 Operations                        23,325          (2,492)        (12,657)           -                 -                8,176
Net income (loss)                  16,820          (1,449)         (8,059)           -                 -                7,312
Total assets                     $492,629         $38,163        $129,751      $16,973         $(300,796)            $376,720
</TABLE>

3.   RECENT ACCOUNTING PRONOUNCEMENTS

     In July 2002, the Financial  Accounting  Standards  Board  ("FASB")  issued
     Statement of Financial  Accounting  Standards ("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  Emerging
     Issues Task Force  ("EITF")  Issue No.  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
     is no longer 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 must be

<PAGE>



3.   RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)

     subsequently  adjusted  for changes in  estimated  cash flows.  The Company
     adopted  SFAS No.  146 on January 1,  2003,  and the  adoption  of this new
     standard  did  not  have  a  material  effect  on the  Company's  condensed
     consolidated  financial  statements as of and for the quarter and six-month
     period ended June 30, 2003.

     On  December  31,  2002,  the FASB issued  SFAS No.  148,  "Accounting  for
     Stock-Based  Compensation - Transition and Disclosure." SFAS No. 148 amends
     SFAS  No.  123,  "Accounting  for  Stock-Based  Compensation,"  to  provide
     alternative methods of transition for an entity that voluntarily changes to
     the fair value method of accounting for stock-based employee  compensation.
     In addition,  it also amends the  disclosure  provisions of SFAS No. 123 to
     require  prominent  disclosure  about the  effects on  reported  net income
     including per share amounts,  of an entity's  accounting  policy  decisions
     with respect to  stock-based  employee  compensation  in annual and interim
     financial  statements.  SFAS No. 148 does not amend SFAS No. 123 to require
     companies to account for their stock-based employee  compensation using the
     fair value method. The disclosure provisions of SFAS No. 123 were effective
     immediately  in 2002.  As of June 30,  2003,  the Company does not have any
     immediate plans to change its method of accounting for stock-based employee
     compensation to the fair value method.

     In  August  2001,  the 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 adopted SFAS No. 143
     on  January 1,  2003.  The  adoption  of this new  standard  did not have a
     material  effect  on  the  Company's   condensed   consolidated   financial
     statements  as of and for the quarter and  six-month  period ended June 30,
     2003.

     In October  2002,  the FASB's EITF  reached a  consensus  on EITF Issue No.
     00-21,  "Accounting for Revenue  Arrangements with Multiple  Deliverables."
     Under EITF Issue No. 00-21, revenue arrangements with multiple deliverables
     are required to be divided into separate units of accounting  under certain
     circumstances.  The Company will  prospectively  adopt EITF Issue No. 00-21
     for  arrangements  entered into beginning  after June 30, 2003, and it does
     not believe the adoption of this new guidance  will have a material  effect
     on its condensed consolidated financial statements.

     In  November  2002,  the  FASB  issued   interpretation   ("FIN")  No.  45,
     "Guarantor's   Accounting  and  Disclosure   Requirements  for  Guarantees,
     Including  Indirect  Guarantees  of  Indebtedness  of  Others."  FIN No. 45
     requires  certain  guarantees  to be  recorded  at  fair  value,  which  is
     different from current  practice,  which is generally to record a liability
     only when a loss is  probable  and  reasonably  estimable.  FIN No. 45 also
     requires a guarantor to make  significant  new  disclosures,  even when the
     likelihood  of making any  payments  under the  guarantee  is  remote.  The
     disclosure provisions of FIN No. 45 were effective immediately in 2002. The
     Company adopted the recognition and measurement provisions of FIN No. 45 on
     a  prospective  basis with respect to guarantees  issued or modified  after
     December  31,  2002.  The  adoption  of  the  recognition  and  measurement
     provisions  of FIN No. 45 did not have a material  effect on the  Company's
     condensed  consolidated  financial statements as of and for the quarter and
     six-month period ended June 30, 2003.


<PAGE>





4.   ESTIMATED SHAREABLE EARNINGS OBLIGATIONS

     Roseville Telephone's revenues from certain telephone services are affected
     by rates  authorized by various  regulatory  agencies.  Intrastate  service
     rates  are  subject  to  regulation  by  the  California  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  was
     returned in the form of a surcredit beginning in January 2002 and ending in
     January  2003,  totaling  approximately  $4,600 (of which $294 was returned
     during January 2003).

     As a result of periodic cost  separation  studies,  the Company changed its
     estimate for a portion of Roseville  Telephone's  interstate and intrastate
     shareable  earnings  obligations  and  certain  National  Exchange  Carrier
     Association  ("NECA")  Carrier  Common  Line  ("CCL")  accounts  receivable
     balances  during the first  quarter of 2003.  These  changes in  accounting
     estimates  decreased  the Company's  consolidated  revenues by $277 and net
     income by $166 ($0.01 per share) for the six months ended June 30, 2003.

     During the year ended December 31, 2001,  Roseville Telephone made payments
     to certain  telecommunications  companies  aggregating  $6,800 (no  similar
     payments  were made during the quarter or six-month  periods ended June 30,
     2003 or 2002).  The  payments  related  to  interstate  shareable  earnings
     obligations  for the  monitoring  period  1999-2000.  On June 26, 2003, the
     Company  entered  into  a  Final  Settlement   Agreement  (the  "Settlement
     Agreement")  to recover  $1,950 of the amount paid to a  telecommunications
     company in 2001.  Therefore,  the Company recognized a receivable from this
     telecommunications  company  in the  amount of  $1,950 as of June 30,  2003
     through a credit to network  access  service  revenues for the three months
     ended  June 30,  2003.  The  Company  received  the funds  pursuant  to the
     Settlement  Agreement on July 8, 2003.  The Company is currently  seeking a
     similar  refund  from  another  telecommunications  company.  However,  the
     recoverability of the remaining funds cannot presently be determined as the
     telecommunications  company  from which the Company is seeking a refund has
     filed for bankruptcy protection.

     As of June 30, 2003,  the Company's  condensed  consolidated  balance sheet
     reflected   aggregate   liabilities   of  $12,121   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.

5.   NOTE PURCHASE AGREEMENT

     On March 13, 2003, the Company completed a note purchase  agreement for the
     issuance of its unsecured  Series B Senior Notes  ("Series B Notes") in the
     aggregate  principal  amount of  $60,000.  The  Series B Notes have a final
     maturity  of ten years and an  average  life of eight  years.  Interest  is
     payable semi-annually at a fixed rate of 4.74%.  Principal payments are due
     in equal annual installments of $12,000 commencing in March 2009 and ending
     in March 2013. The Company used a portion of the proceeds from the issuance
     of the Series B Notes to retire certain short-term borrowings, described in
     Note 6, which had an aggregate  outstanding principal balance of $15,000 as
     of December 31, 2002.


<PAGE>




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. There were no amounts  outstanding
     under this credit facility as of June 30, 2003.

7.   PRO FORMA STOCK-BASED COMPENSATION INFORMATION

     Pro forma  information  regarding the results of operations  and net income
     per share (Note 1) is  determined  as if the Company had  accounted for its
     employee  stock  options  using the fair value  method,  and such pro forma
     stock-based  compensation  is amortized to pro forma  results of operations
     using the straight-line  method.  Under this method, the fair value of each
     option  granted is estimated  on the date of grant using the  Black-Scholes
     option valuation model.

     The Company uses the intrinsic  value method in accounting for its employee
     stock options  because,  as discussed  below,  the  alternative  fair value
     accounting  requires  the use of  option  valuation  models  that  were not
     developed for use in valuing  employee stock  options.  Under the intrinsic
     value  method,  when the exercise  price of the  Company's  employee  stock
     options equals or exceeds the market price of the  underlying  stock on the
     date of grant, no compensation expense is recognized.

     Option valuation models were developed for use in estimating the fair value
     of  traded  options  that  have  no  vesting  restrictions  and  are  fully
     transferable.  In addition,  option  valuation  models require the input of
     highly subjective  assumptions,  including the expected life of the option.
     Because  the  Company's   employee   stock  options  have   characteristics
     significantly different from those of traded options and because changes in
     the  subjective  input  assumptions  can  materially  affect the fair value
     estimates,  in management's opinion, the existing models do not necessarily
     provide  a  reliable  single  measure  of the fair  value of the  Company's
     employee stock options.

     For the six months and  quarters  ended  June 30,  2003 and 2002,  the fair
     value of the Company's  stock-based awards to employees was estimated using
     the following weighted-average assumptions:
<TABLE>

                                                 Quarter Ended                  Six Months Ended
                                                   June 30,                         June 30,
                                              2003           2002           2003              2002
                                          -------------- ------------- ---------------- ------------------
<S>                                            <C>          <C>             <C>               <C>
  Expected life of options in years            4.0           5.0             4.0               5.0
  Volatility                                 42.72%        36.77%          42.48%            36.77%
  Risk-free interest rate                     1.73%         4.48%           1.79%             4.47%
  Expected dividend yield                     2.50%         1.73%           2.50%             1.72%

</TABLE>

<PAGE>



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 wireless,  Internet,  video and
Competitive Local Exchange Carrier operating entities.

                              Corporate Structure

SureWest  Communications  (the "Company") is a holding company with wholly-owned
subsidiaries  operating in the  Telecommunications  ("Telecom"),  Broadband  and
Wireless segments.

The Telecom  segment is aligned with specific  subsidiaries  of the Company that
provide landline telecommunications services, directory advertising,  high-speed
Internet, long distance services and certain non-regulated  services.  Roseville
Telephone  Company  ("Roseville  Telephone"),  which is the principal  operating
subsidiary of the Telecom segment,  provides local and toll telephone  services,
network  access  services,   billing  and  collection   services,   and  certain
non-regulated services. SureWest Directories 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 areas. Roseville Long Distance Company ("Roseville
Long Distance"), is engaged in the provision of long distance services.

The Broadband  segment  provides  various  services  including:  High-speed  and
dial-up Internet,  digital cable,  local,  network access and toll telephone and
managed  services in the  greater  Sacramento  area,  principally  to  customers
residing outside of Roseville  Telephone's  service area. The Broadband  segment
includes the Company's  subsidiaries  SureWest  Broadband and SureWest Televideo
("SureWest Broadband/Residential Services"). SureWest Broadband is comprised, in
part,  of a division of Roseville  Telephone  operating as a  Competitive  Local
Exchange Carrier.

The Wireless segment  consists of the Company's  subsidiary  SureWest  Wireless,
which provides wireless services. SureWest Wireless derives its revenue from the
provision   of  wireless   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
service  and custom  calling  features.  Wireless  services  are  provided  on a
month-to-month basis and are generally billed in advance.

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.

                              Results of Operations

Consolidated Results of Operations

The following table summarizes the Company's  consolidated financial results for
the quarters and six months ended June 30, 2003 and 2002:
<TABLE>
                                 Quarter Ended                                Six-Month Period
                                   June 30,                                    Ended June 30,
                                 2003       2002    $Change     %Change        2003        2002     $Change     %Change
----------------------------- ---------- --------- ----------- ----------- ----------- ----------- ----------- -----------

<CAPTION>
<S>                               <C>        <C>       <C>          <C>         <C>         <C>          <C>         <C>
                                                                 (Amounts in millions)
Operating revenues                $50.3     $43.1        $7.2         17%       $97.7       $86.6       $11.1        13%
Operating expenses                 32.2      29.0         3.2         11         65.3        56.9         8.4        15
Depreciation and
  amortization                     12.5      11.0         1.5         14         24.9        21.5         3.4        16
Operating income                    5.6       3.1         2.5         81          7.5         8.2        (0.7)       (9)
Net income                        $ 2.7     $ 1.7        $1.0         59%       $ 3.4       $ 7.3       $(3.9)      (53)%
</TABLE>

Consolidated  operating revenues increased $7.2 million and $11.1 million during
the quarter and six-month periods ended June 30, 2003, respectively, compared to
the same periods in 2002. The increase in  consolidated  operating  revenues was
due to 1) continued  additions to the wireless customer base, with a 23% overall
increase  in  wireless  subscribers  based  on  average  subscriber  counts,  2)
increased revenues due to the acquisition of the SureWest  Broadband/Residential
Services  assets in the third quarter of 2002,  3) continued  growth in Business
Broadband service, 4) increased demand for DSL services and dedicated access and
5) a Final Settlement Agreement (the "Settlement Agreement") the Company entered
into during the quarter ended June 30, 2003.  As discussed in greater  detail in
the Regulatory  Matters section,  the Settlement  Agreement  provided for a $2.0
million refund from another telecommunications company for a payment made by the
Company  in 2001  related  to  interstate  shareable  earnings  obligations.  As
discussed more fully in Segment Results of Operations, the increase in operating
revenues  during  the six months  ended June 30,  2003 was offset in part due to
changes in accounting estimates related to a portion of the Company's interstate
and intrastate  shareable  earnings  obligations and certain  National  Exchange
Carrier  Association  ("NECA") Common Carrier line ("CCL")  accounts  receivable
balances.

Consolidated  operating  expenses,   including  depreciation  and  amortization,
increased $4.6 million and $11.8 million,  respectively,  during the quarter and
six-month  periods ended June 30, 2003 compared to the same periods in 2002. The
increase in operating expenses was due primarily to 1) increased expenses due to
the  acquisition of the SureWest  Broadband/Residential  Services  assets in the
third quarter of 2002 and 2) increased depreciation and amortization expense due
to additions to property,  plant and equipment and internal-use software.  These
increases were offset in part by decreased sales commissions related to wireless
service  and  decreased  depreciation  expense  due to a  change  in  accounting
estimate  during the fourth  quarter of 2002,  which  increased from five to ten
years the  estimated  useful lives related  primarily to wireless  switching and
voice email equipment.


<PAGE>



Segment Results of Operations

Telecom
<TABLE>

                                          Quarter Ended                                Six-Month Period
                                            June 30,                                    Ended June 30,
                                         2003       2002     $Change     %Change       2003        2002       $Change     %Change
-------------------------------------- ---------- --------- ----------- ----------- ----------- ------------ ----------- -----------
<CAPTION>
<S>                                          <C>     <C>          <C>         <C>        <C>           <C>          <C>      <C>
                                                                          (Amounts in millions)
Local service                              $16.3     $16.4       $(0.1)       (1)%       $31.3        $33.0        $(1.7)      (5)%
Network access service                      14.0      12.9         1.1         9          27.4         26.1          1.3        5
Directory advertising                        3.7       3.6         0.1         3           7.5          7.3          0.2        3
Long distance service                        1.3       1.3           -         -           2.5          2.7         (0.2)      (7)
Other                                        1.2       1.0         0.2        20           2.3          2.4         (0.1)      (4)
Total operating revenues
  from external customers                   36.5      35.2         1.3         4          71.0         71.5         (0.5)      (1)
Intersegment revenues                        5.8       3.8         2.0        53          11.4          7.7          3.7       48
Operating expenses                          20.0      22.1        (2.1)      (10)         41.5         42.4         (0.9)      (2)
Depreciation and
   amortization                              7.7       6.9         0.8        12          15.5         13.5          2.0       15
Operating income                            14.6      10.0         4.6        46          25.4         23.3          2.1        9
Net income                                 $ 8.7     $ 6.1        $2.6        43%        $15.1        $16.8        $(1.7)     (10)%
</TABLE>

         Operating revenues

Operating revenues from external customers in the Telecom segment increased $1.3
million and decreased  $463 thousand for the quarter and six-month  period ended
June 30, 2003, respectively, compared to the same periods in 2002. Revenues from
services subject to regulation, which include local and network access services,
increased  $997  thousand  and  decreased  $406  thousand  for the  quarter  and
six-month period ended June 30, 2003, respectively, compared to the same periods
in 2002. The decrease in the six-month results was due in part to an increase in
the  Company's  provision  for  its  estimated   intrastate  shareable  earnings
obligations  resulting in a decrease to  consolidated  revenues of $293 thousand
and $646  thousand  for the quarter and  six-month  period  ended June 30, 2003,
respectively,  compared to the same periods in 2002. In addition,  the decreases
were also due to changes in  accounting  estimates  pertaining  to the Company's
estimated  interstate and intrastate  shareable earning  obligations and certain
NECA CCL accounts receivable.  The changes in accounting estimates decreased the
Company's  consolidated  revenues  and net  income  by $277  thousand  and  $166
thousand ($0.01 per share), respectively, during the first quarter of 2003.

Additionally,  commencing  in the third  quarter  of 2002,  Roseville  Telephone
entered into a wholesaling  arrangement for its digital  subscriber line ("DSL")
service,  resulting in a decrease to network access revenues of $1.6 million and
$3.2 million,  respectively,  during the quarter and six-month period ended June
30, 2003.  This  decrease was offset in part by continued  growth and demand for
dedicated  access  as well  as an  increase  in  Roseville  Telephone's  billing
surcharge.  The decrease in operating  revenues in the Telecom  segment was also
offset,  in part,  by the $2.0  million  Settlement  Agreement.  The  Settlement
Agreement resulted in a refund to the Company of a portion of a prior payment to
a   telecommunications   company  related  to  interstate   shareable   earnings
obligations for the monitoring period 1999-2000.

The Company adopted Securities and Exchange  Commission ("SEC") Staff Accounting
Bulletin  ("SAB")  No.  101,  "Revenue  Recognition  in  Financial  Statements,"
effective January 1, 2000, which requires non-recurring revenues associated with
service and activation  charges to be deferred.  The  cumulative  effect of this
change in accounting  principle was $3.3 million,  net of tax, ($0.21 per share)
in 2000.


<PAGE>




For the  three-month  periods  ended  March 31 and June 30 2003,  and 2002,  the
Company  recognized the following  revenues that were included in the cumulative
effect adjustment as of January 1, 2000:

       Three Months Ended:
         March 31, 2003                     $128 thousand
         June 30, 2003                      $114 thousand
         March 31, 2002                     $298 thousand
         June 30, 2002                      $251 thousand

The net  effect of these  revenues  in 2003 was to  increase  net  income in the
three-month periods ended March 31 and June 30 by $75 thousand and $68 thousand,
respectively.

The net  effect of these  revenues  in 2002 was to  increase  net  income in the
three-month  periods  ended  March  31 and  June 30 by $178  thousand  and  $150
thousand, respectively.

Directory  advertising revenues increased $89 thousand and $189 thousand for the
quarter and six-month period ended June 30, 2003, respectively,  compared to the
same periods in 2002 due to increased advertising sales.

Other  operating  revenues  primarily  consist of carrier billing and collection
services,  certain  non-regulated  sales and  services,  directory  and operator
assistance and other miscellaneous services.  Other operating revenues increased
$267 thousand and  decreased  $98 thousand for the quarter and six-month  period
ended June 30, 2003,  respectively,  compared to the same  periods in 2002.  The
increase in the current year quarter was due primarily to a reduction of revenue
during  the  second  quarter  of  2002  relating  to a  bankruptcy  filing  by a
telecommunications company owing the Company money for services rendered.

     Operating Expenses

Operating  expenses  for the Telecom  segment  decreased  $2.1  million and $914
thousand for the quarter and six-month period ended June 30, 2003, respectively,
compared to the same periods in 2002.  Cost of services  and products  decreased
$1.1 million and $1.5 million during the quarter and six-month period ended June
30, 2003,  respectively,  compared to the same periods in 2002.  These decreases
were due primarily to 1) reduced  spending for minor  materials  and  contracted
services  driven  by  internal  efficiencies  and  2) a  decrease  in  corporate
operations rent expense as a result of economies of scale.

Customer  operations  and  selling  expense  decreased  $634  thousand  and $467
thousand for the quarter and six-month period ended June 30, 2003, respectively,
compared to the same periods in 2002 due  primarily to 1) internal  efficiencies
resulting from integrated customer support systems and productivity gains and 2)
a decrease in print and radio advertising costs.

General and  administrative  expenses  decreased  $279  thousand for the quarter
ended June 30, 2003  compared to the same period in 2002.  This decrease was due
primarily  to $1.1  million  of bad debt  expense  recognized  during the second
quarter of 2002  associated  with access  charge  billings  to an  interexchange
carrier that filed for  bankruptcy  protection.  For the six-month  period ended
June 30, 2003, general and administrative  expenses increased $1.0 million. This
increase was due primarily to 1) a $375 thousand one-time  settlement reached in
connection with the litigation  arising from the agreement for the sale of alarm
monitoring  assets during 2002, 2) increases in medical and liability  insurance
and 3) an increase in the size of the Company's workforce.

Depreciation and  amortization  increased $765 thousand and $1.9 million for the
quarter and six-month period ended June 30, 2003, respectively,  compared to the
same periods in 2002 due  primarily to  additions to central  office  assets and
internal-use software.

Certain of the Company's customers filed for bankruptcy  protection in 2002, the
most notable of which was WorldCom, Inc. ("WorldCom"),  which, together with its
affiliates, filed for bankruptcy protection on July 21, 2002. As a result of the
bankruptcy  filing,  the Company  recognized  as bad debt  expense in the second
quarter of 2002 amounts owed from WorldCom to the Company for services  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,  that
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.  Although the Bankruptcy Court 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  all  utilities  will  have  a  junior
superiority  administrative  claim  senior to other  administrative  claims  and
junior only to the claims of WorldCom's post-petition lenders. If WorldCom fails
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. As
of June 30, 2003,  obligations owed by WorldCom to the Company for post-petition
services have been paid on a timely basis.

     Regulatory matters

Revenues from services subject to regulation  constituted  approximately  60% of
the Company's  total  operating  revenues for the quarter and  six-month  period
ended June 30, 2003. In the prior year periods,  revenues from services  subject
to regulation  constituted  approximately  68% of the Company's  total operating
revenues. Such revenues, which include local service, network access service and
toll service,  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 SBC  Communications,  Inc.  ("SBC")  (formerly  Pacific
Bell), long distance carriers,  competitive access providers and subscribers for
network  access  services,  interstate  settlement  revenues from the NECA,  and
support payments from the Universal Service Fund and a California High Cost Fund
("CHCF").

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 NECA.

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
January  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 $86 thousand and $163 thousand for
the quarters ended June 30, 2003 and 2002,  respectively,  through reductions of
revenues.  For the six-month  periods ended June 30, 2003 and 2002,  the Company
recognized  liabilities relating to Roseville  Telephone's  estimated interstate
shareable earnings obligations of $172 thousand and $325 thousand, respectively,
through  reductions  of  revenues.  During the year  ended  December  31,  2001,
Roseville  Telephone  made  payments  to  certain  telecommunications  companies
aggregating  $6.8 million (no similar  payments  were made during the quarter or
six-month  periods  ended  June 30,  2003 or  2002).  The  payments  related  to
interstate  shareable earnings  obligations for the monitoring period 1999-2000.
On June 26, 2003,  the Company  entered  into a Settlement  Agreement to recover
$2.0  million  of the  amount  paid to a  telecommunications  company  in  2001.
Therefore,  the Company  recognized  a receivable  from this  telecommunications
company in the amount of $2.0  million as of June 30,  2003  through a credit to
network  access  service  revenues for the three months ended June 30, 2003. The
Company received the funds pursuant to the Settlement Agreement on July 8, 2003.
The   Company   is   currently   seeking   a   similar   refund   from   another
telecommunications  company.  However, the recoverability of the remaining funds
cannot presently be determined as the telecommunications  company from which the
Company is seeking a refund has filed for bankruptcy protection.

Prior to January 1, 2002,  Roseville  Telephone  billed SBC various  charges for
certain local service and network  access  service  revenues in accordance  with
certain  agreements  as described  below.  In 1999,  SBC  expressed  interest in
withdrawing from the designated  carrier plan ("DCP") for Roseville  Telephone's
toll traffic. The DCP was a compensation arrangement between Roseville Telephone
and SBC for certain intrastate toll services. Roseville Telephone and SBC agreed
to allow the DCP  arrangement to expire in December 2001. The termination of the
DCP did not have a  material  impact  on the  Company's  consolidated  financial
position  as of June 30, 2003 or results of  operations  for the six months then
ended.

In  1999,  SBC  also  expressed  interest  in  entering  into a  new,  permanent
compensation  arrangement for extended area service  ("EAS").  At that time, SBC
had been paying Roseville Telephone $11.5 million per year for EAS pursuant to a
Settlement Transition Agreement.  In November 2000, the P.U.C. authorized SBC to
terminate its annual EAS payments to Roseville  Telephone effective November 30,
2000. The P.U.C.  authorized  replacement  funding to Roseville  Telephone on an
interim  basis using the current  reserve in the CHCF.  In addition,  the P.U.C.
opened an Order Instituting Investigation ("OII") for the purpose of determining
whether  future  recovery of all, none, or a portion of the $11.5 million annual
payments  previously  received from SBC should come from  Roseville  Telephone's
ratepayers or other  regulatory  recovery  mechanisms.  This proceeding began in
2001,  evidentiary hearings were held during 2002, and briefing was completed in
February 2003. In this  proceeding,  the Office of Ratepayer  Advocates  ("ORA")
recommended that the P.U.C.  discontinue  Roseville  Telephone's present interim
EAS funding from the CHCF without  replacement  revenues  from  ratepayers.  The
P.U.C.'s decision in this matter is expected during 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 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 reductions 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. In connection with
this  proceeding,  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  as  Roseville  Telephone  had  requested  and the  P.U.C.  ruled that
Roseville  Telephone  must change the 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 $807  thousand  and $1.7
million relating to estimated  intrastate  shareable earnings obligations during
the  quarter  and  six-month  period  ended June 30,  2003.  For the quarter and
six-month period ended June 30, 2002, the Company recorded a liability through a
reduction of revenues of $438 thousand and $875 thousand 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  was  returned  in the  form  of a
surcredit  beginning  in  January  2002 and  ending in  January  2003,  totaling
approximately $4.6 million (of which $294 thousand was returned during 2003).

As a result of  periodic  cost  separation  studies,  the  Company  changed  its
estimate  for a portion  of  Roseville  Telephone's  interstate  and  intrastate
shareable earnings obligations and certain NECA CCL accounts receivable balances
during  the  first  quarter  of 2003.  These  changes  in  accounting  estimates
decreased the Company's consolidated revenues by $277 thousand and net income by
$166 thousand ($0.01 per share) for the six months ended June 30, 2003.

As of  June  30,  2003,  the  Company's  consolidated  balance  sheet  reflected
aggregate  liabilities  of  $12.1  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 earnings obligations could change in the near term, and the
amounts involved could be material.


<PAGE>




     Broadband
<TABLE>

                                          Quarter Ended                                 Six-Month Period
                                             June 30,                                    Ended June 30,
                                         2003       2002      $Change     %Change       2003        2002      $Change     %Change
-------------------------------------- ---------- ---------- ----------- ----------- ----------- ----------- ----------- -----------
<CAPTION>
<S>                                          <C>      <C>         <C>           <C>       <C>          <C>          <C>       <C>
                                                                          (Amounts in millions)
Internet service                           $ 3.9      $ 1.4       $ 2.5         179%      $ 7.7       $ 2.8       $ 4.9       175%
Residential Broadband
   service                                   2.3          -         2.3         100         4.1           -         4.1       100
Business Broadband
   service                                   0.9        0.6         0.3          50         1.7         1.0         0.7        70
Total operating revenues
  from external customers                    7.1        2.0         5.1         255        13.5         3.8         9.7       255
Intersegment revenues                        0.3        0.1         0.2         200         0.8         0.1         0.7       700
Operating expenses                          10.3        3.0         7.3         243        20.5         5.7        14.8       260
Depreciation and
   amortization                              1.0        0.4         0.6         150         1.8         0.7         1.1       157
Operating loss                              (3.9)      (1.3)       (2.6)        200        (8.0)       (2.5)       (5.5)      220
Net loss                                   $(2.7)     $(0.8)      $(1.9)        238%      $(5.3)      $(1.4)      $(3.9)      279%

</TABLE>

     Operating revenues

Operating  revenues from external  customers in the Broadband  segment increased
$5.1  million and $9.7 million for the quarter and  six-month  period ended June
30, 2003,  respectively,  compared to the same periods in 2002.  The increase in
Broadband  revenues  is due in large  part to 1) the  purchase  of the  SureWest
Broadband/Residential  Services  assets  during the third  quarter  of 2002,  2)
continued  addition  to the  customer  base,  with  a 32%  overall  increase  in
residential and business DSL subscribers based on average  subscriber counts for
the six months ended June 30, 2003  compared to the same period in 2002,  3) the
continued  expansion of the Business  Broadband services and 4) the commencement
of a wholesale DSL service  arrangement  with Roseville  Telephone in the fourth
quarter of 2002.

     Operating expenses

Total operating  expenses for the Broadband  segment  increased $7.3 million and
$14.8  million  for the  quarter  and  six-month  period  ended  June 30,  2003,
respectively,  compared  to the same  periods  in  2002.  Cost of  services  and
products  increased  $3.3  million  and $6.6  million  during  the  quarter  and
six-month period ended June 30, 2003, respectively, compared to the same periods
in 2002 due  primarily to 1) the purchase of the SureWest  Broadband/Residential
Services  assets  during the third  quarter of 2002 and 2)  increased  transport
costs.

Customer operations expense, general and administrative expense and depreciation
and  amortization  increased  $1.3  million,  $2.8  million  and $593  thousand,
respectively, for the quarter ended June 30, 2003 compared to the same period in
2002. For the six-month period ended June 30, 2003, customer operations expense,
general and administrative  expense and depreciation and amortization  increased
$2.5  million,  $5.6 million and $1.1 million,  respectively.  The increases are
primarily due to the asset purchase  described above during the third quarter of
2002 and an increase in depreciation expense resulting from property,  plant and
equipment additions at SureWest Broadband.


<PAGE>




     Wireless
<TABLE>
                                      Quarter ending                                  Six-month period
                                         June 30,                                     Ending June 30,
                                     2003        2002       $Change     %Change       2003        2002      $Change     %Change
--------------------------------- ----------- ----------- ------------ ----------- ----------- ----------- ----------- -----------
<CAPTION>
<S>                                     <C>         <C>           <C>         <C>       <C>         <C>         <C>        <C>
                                                                       (Amounts in millions)
Wireless revenues from
  external customers                   $ 6.7       $ 5.9         $0.8           14%     $13.2       $11.3        $1.9          17%
Intersegment revenues                    0.1         0.1            -            -        0.3         0.2         0.1          50
Operating expenses                       8.1         7.9          0.2            3       15.8        16.8        (1.0)         (6)
Depreciation and
   amortization                          3.8         3.7          0.1            3        7.6         7.3         0.3           4
Operating loss                          (5.1)       (5.6)         0.5            9       (9.9)      (12.6)        2.7          21
Net loss                               $(3.3)      $(3.6)        $0.3            8%     $(6.4)      $(8.1)       $1.7          21%
</TABLE>


     Operating revenues

Operating  revenues from external  customers in the Wireless  segment  increased
$743 thousand and $1.9 million for the quarter and  six-month  period ended June
30, 2003,  respectively,  compared to the same periods in 2002.  The increase in
Wireless  revenues is due  primarily to 1)  continued  additions to the customer
base,  with a 23%  overall  increase in  wireless  subscribers  based on average
subscriber  counts for the six-month  period ended June 30, 2003 compared to the
same period in 2002, 2) increased long distance and roaming, 3) the introduction
of new features and 4) a decrease in uncollectible revenues.

     Operating expenses

Total operating  expenses for the Wireless  segment  increased $178 thousand and
decreased  $987  thousand  for the quarter and  six-month  period ended June 30,
2003,  respectively,  compared to the same periods in 2002. Cost of services and
products  decreased  $384  thousand  and $563  thousand  during the  quarter and
six-month period ended June 30, 2003, respectively,  compared to the same period
in 2002.  This decrease was due primarily to 1) increased  promotional  activity
during  2002  which  included  a free  handset  or  related  equipment  with the
activation of service,  2) a reduction in network engineering labor costs due to
a modest reduction in the workforce and 3) decreased handset insurance costs due
to fewer claims  submitted and outsourcing of the insurance  function to a third
party.  This  decrease  was  offset  in part  by  increased  interconnect  usage
associated with the increase in subscriber base.

Customer  operations and selling expense increased $565 thousand for the quarter
ended  June 30,  2003  compared  to the same  period in 2002.  During the second
quarter  of  2002  certain   customer   operations  and  selling  expenses  were
reclassified  to other operating  expense  categories.  These  reclassifications
included  expenses  for the six months ended June 30,  2002.  For the  six-month
period ended June 30, 2003 customer  operations  and selling  expense  decreased
$295  thousand  compared to the same period in 2002 due  primarily  to decreased
dealer  commissions  and fewer  promotions  resulting in  decreased  advertising
costs.

     Depreciation and amortization

Depreciation and amortization  increased $127 thousand and $312 thousand for the
quarter and six-month period ended June 30, 2003, respectively,  compared to the
same periods in 2002 due primarily to increases in wireless property,  plant and
equipment and amortization of internal-use software. This increase was partially
offset by a change in  accounting  estimate  during  the  fourth  quarter  2002,
increasing from five to ten years the estimated  useful lives related  primarily
to  wireless  switching  and voice mail  equipment.  This  change in  accounting
estimate  resulted in decreased  depreciation  expense of $299 thousand and $542
thousand for the quarter and six-month period ended June 30, 2003.


<PAGE>




Non-operating Items

     Interest income and expense, net

Interest expense increased $925 thousand and $1.4 million during the quarter and
six-month period ended June 30, 2003, respectively, compared to the same periods
in 2002 due to the increased  short-term  borrowings in the 2003 periods and the
Company's issuance in March 2003 of its unsecured Series B Senior Notes ("Series
B Notes").

     Income taxes

Income taxes for the quarter and six-month period ended June 30, 2003, increased
$767 thousand and decreased  $2.6  million,  respectively,  compared to the same
periods in 2002,  due  primarily to  corresponding  increases  and  decreases in
income  subject to tax.  The  effective  federal and state income tax rates were
approximately  41.2% and 40.2% for the six-month periods ended June 30, 2003 and
2002.

                         Liquidity and Capital Resources

As reflected in the Condensed  Consolidated  Statements of Cash Flows,  net cash
provided by operating  activities  was $40.2  million and $19.7  million for the
six-month  periods ended June 30, 2003 and 2002,  respectively.  The increase in
cash provided by operating  activities for the current year compared to the same
period  in the prior  year was due  primarily  to 1)  increases  in  liabilities
related to the Company's  pension  obligation,  2) increases in non-cash charges
consisting  principally of  depreciation  and  amortization  and 3) increases in
accrued  liabilities.  Net cash  provided  by  operating  activities  during the
six-month period ended June 30, 2003 was greater than net income of $3.4 million
due  to  1)  non-cash  charges   consisting   principally  of  depreciation  and
amortization,  2) increases in accrued liabilities,  3) increases in liabilities
related to estimated shareable earnings obligations and 4) increases in deferred
revenues. During the six-month period ended June 30, 2003, the Company used cash
flows from  operations,  proceeds  from the  issuance  of its Series B Notes and
existing  cash and cash  equivalents  to fund 1) capital  expenditures  of $30.4
million pertaining to ongoing plant construction  projects, 2) dividends of $7.3
million,  3) principal  payments of $1.1 million to retire long-term debt and 4)
$15 million to retire short-term borrowings.

The  Company's  most  significant  use of  funds  for the  remainder  of 2003 is
expected to be for 1)  budgeted  capital  expenditures  of  approximately  $30.7
million,  2) scheduled payments of long-term debt of $4.7 million, 3) support of
the operations of SureWest  Broadband/Residential  Services up to an anticipated
$4.2  million and 4) support of the  operations  of  SureWest  Wireless up to an
anticipated $3.5 million.

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 authorized 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,  the  reincorporation has not been implemented,
but is anticipated to occur in 2003.

In February  2000,  the Board of Directors  authorized the repurchase of up to 1
million  shares  of the  Company's  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 June 30, 2003,  approximately 1 million shares of common stock have been
repurchased through these programs. The Company has remaining authorization from
the Board of Directors to  repurchase  an  additional  469 thousand  outstanding
shares as of June 30, 2003.

On March 13,  2003,  the Company  completed a note  purchase  agreement  for the
issuance of its Series B Notes in the aggregate principal amount of $60 million.
The Series B Notes  have a final  maturity  of ten years and an average  life of
eight  years.  Interest  is  payable  semi-annually  at a fixed  rate of  4.74%.
Principal  payments  are  due  in  equal  annual  installments  of  $12  million
commencing in March 2009 and ending in March 2013. The Company used a portion of
the  proceeds  from  the  issuance  of the  Series  B Notes  to  retire  certain
short-term  borrowings,  which had an aggregate outstanding principal balance of
$15 million as of December 31, 2002.

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.  There were no amounts  outstanding
under this credit facility as of June 30, 2003.

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 a fixed
price during the term of the agreement. This agreement expired in July 2003, and
the  Company had a minimum  remaining  aggregate  long  distance  service  usage
commitment  of  approximately  $40 thousand as of June 30, 2003.  On January 28,
2002,  Global  Crossing  filed  for  protection  under  Chapter  11 of the  U.S.
Bankruptcy  Code.  Effective  December 2002,  the Company  entered into a 2-year
non-exclusive  agreement with Sprint Communications  Company L.P. ("Sprint"),  a
long-distance  service  provider,  for the right to  provide  network  transport
services  to the  Company's  customers  at fixed  prices  during the term of the
agreement.  The Company has a monthly minimum usage  requirement of $25 thousand
effective June 2003. The minimum usage requirement for 2003 is $175 thousand. As
of June 30, 2003,  the Company has a minimum  remaining  aggregate long distance
usage  commitment of  approximately  $150  thousand  with Sprint.  Rates for the
services  provided  by Sprint  are  substantially  the same as those  offered by
Global Crossing.  Therefore, the Company does not believe that Global Crossing's
bankruptcy  filing  will have a material  effect on its  consolidated  financial
position or results of operations.

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
million in cash,  (ii) direct  acquisition  costs of $622 thousand and (iii) the
assumption of certain  current  liabilities  aggregating  $4.7 million  relating
principally to executory contracts and capital lease obligations.

Prior to July 12, 2003, the Company obtained  additional  information  regarding
the fair values of certain  assets  acquired and  liabilities  assumed from WIN.
Accordingly,  the Company has  prospectively  adjusted the preliminary  purchase
price  allocation in connection  with the preparation of its second quarter 2003
condensed consolidated financial statements.  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 final  allocation of the
aforementioned purchase price:


<PAGE>


<TABLE>


                                           (Amounts in thousands)
<CAPTION>
<S>                                                           <C>    <C>    <C>    <C>    <C>    <C>
 Accounts receivable, net                                 $   615
 Equipment held for sale                                    2,573
 Other current assets                                         931
 Property, plant and equipment                             12,327
 Intangible asset relating
  to favorable operating leases                               893
                                                          -------
   Total assets acquired                                   17,339

 Current liabilities assumed under
  executory contracts                                       3,483
 Liabilities assumed under capital
  lease obligations                                         1,064
 Other liabilities                                            170
                                                          -------
   Total liabilities assumed                                4,717
                                                          -------
   Net assets acquired                                    $12,622
                                                          =======
</TABLE>


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. This sale resulted in a pre-tax gain of $4.4 million
during 2002.  Through June 30, 2003,  the Company has received  cash proceeds of
$5.0 million,  of which $500 thousand and $4.5 million were received during 2002
and 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.  The  purchaser of the assets  commenced  litigation
against the Company relating to claims under the asset  agreement,  generally in
connection with certain contracts  assigned to the purchaser.  On July 17, 2003,
the Company and the purchaser  settled the  litigation and the Company agreed to
pay  the  purchaser  $375  thousand.   Accordingly,  the  Company  accrued  this
settlement  liability  as of June 30,  2003  through  a charge  to  general  and
administrative expense for the three months ended June 30, 2003. Total operating
revenues  attributable  to the Company's  alarm  monitoring  division during the
quarter and year to date periods  ended June 30, 2002 were $279  thousand  (none
during 2003).

The Company had cash, cash  equivalents  and short-term  investments at June 30,
2003, of $66.4 million.  The Company believes that its working capital position,
the proceeds  available from its line of credit  facility,  operating cash flows
and  borrowing  capacity  are more than  sufficient  to  satisfy  its  liquidity
requirements for the remainder of 2003. In addition, the Company believes, given
its  financial  position  and  debt-to-equity   position,   it  has  substantial
additional short and long-term borrowing capacity.

<PAGE>




                   Critical Accounting Policies and Estimates

Below is a summary of the Company's critical  accounting policies and estimates.
Management  has  discussed  development  and  selection  of critical  accounting
policies and estimates with its Audit Committee.

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 or determinable and
     (iv) collectibility of the sales price is reasonably assured.

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 states its inventories at lower of cost or market. In assessing
     the ultimate recoverability of inventories, the Company is required to make
     estimates regarding future customer demand.

o    Property,  plant and equipment and intangible  assets are recorded at cost.
     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 intangible assets.

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
     June 30,  2003 or December  31, 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 has pension and post-retirement  benefit costs and obligations.
     The  Company's  pension  and   post-retirement   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 post-retirement benefit costs and obligations.

o    The Company is a party to a variety of litigation,  regulatory  proceedings
     and other contingencies that arise in the ordinary course of business.  The
     Company is required to assess the  likelihood  of any adverse  judgments or
     outcomes to these matters,  as well as potential  ranges of probable losses
     for  certain  of  these  matters.  The  determination  of  the  liabilities
     required,  if any, for loss contingencies is made after careful analysis of
     each individual  issue. In the opinion of management,  the ultimate outcome
     of these  matters will not  materially  affect the  Company's  consolidated
     financial position and results of operations.

o    The  Company  accounts  for  stock-based  awards  to  employees  using  the
     intrinsic  value  method,  and  non-employees  using the fair value method.
     Under the intrinsic value method,  when the exercise price of the Company's
     employee stock options equals or exceeds the market price of the underlying
     stock on the date of  grant,  the  Company  does  not  record  compensation
     expense in its condensed consolidated statements of operations. The Company
     uses the intrinsic  value method in accounting  for employee  stock options
     because the alternative fair value  accounting  requires the Company to use
     option  valuation models that were developed for use in estimating the fair
     value of traded  options  that have no vesting  restrictions  and are fully
     transferable.   Because  the   Company's   employee   stock   options  have
     characteristics  significantly  different  from those of traded options and
     because changes in the subjective input  assumptions can materially  affect
     the fair value estimates of these valuation  models,  the Company  believes
     such existing models do not  necessarily  provide a reliable single measure
     of the fair value of employee stock options.

                        Recent Accounting Pronouncements

     In July 2002, the Financial Accounting Standards Board ("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  Emerging  Issues  Task Force  ("EITF")  Issue No.  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 is no longer sufficient to record
     a one-time charge for most  restructuring  activities.  Instead,  companies
     must  record  exit or disposal  costs when they are  "incurred"  and can be
     measured at fair value.  In addition,  the  resultant  liabilities  must be
     subsequently  adjusted for changes in estimated cash flows. The Company has
     adopted  SFAS No.  146 on January 1,  2003,  and the  adoption  of this new
     standard  did  not  have  a  material  effect  on the  Company's  condensed
     consolidated  financial  statements as of and for the quarter and six-month
     period ended June 30, 2003.

     On  December  31,  2002,  the FASB issued  SFAS No.  148,  "Accounting  for
     Stock-Based  Compensation - Transition and Disclosure." SFAS No. 148 amends
     SFAS  No.  123,  "Accounting  for  Stock-Based  Compensation,"  to  provide
     alternative methods of transition for an entity that voluntarily changes to
     the fair value method of accounting for stock-based employee  compensation.
     In addition,  it also amends the  disclosure  provisions of SFAS No. 123 to
     require  prominent  disclosure  about the  effects on  reported  net income
     including per share amounts,  of an entity's  accounting  policy  decisions
     with respect to  stock-based  employee  compensation  in annual and interim
     financial  statements.  SFAS No. 148 does not amend SFAS No. 123 to require
     companies to account for their stock-based employee  compensation using the
     fair value method. The disclosure provisions of SFAS No. 123 were effective
     immediately  in 2002.  As of June 30,  2003,  the Company does not have any
     immediate plans to change its method of accounting for stock-based employee
     compensation to the fair value method.

     In  August  2001,  the 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 adopted SFAS No. 143
     on January 1, 2003,  and the  adoption of this new  standard did not have a
     material  effect  on  the  Company's   condensed   consolidated   financial
     statements for the quarter and six-month period ended June 30, 2003.

     In October  2002,  the FASB's EITF  reached a  consensus  on EITF Issue No.
     00-21,  "Accounting for Revenue  Arrangements with Multiple  Deliverables."
     Under EITF Issue No. 00-21, revenue arrangements with multiple deliverables
     are required to be divided into separate units of accounting  under certain
     circumstances.  The Company will  prospectively  adopt EITF Issue No. 00-21
     for  arrangements  entered into beginning  after June 30, 2003, and it does
     not believe the adoption of this new guidance  will have a material  effect
     on its condensed consolidated financial statements.

     In  November  2002,  the  FASB  issued   interpretation   ("FIN")  No.  45,
     "Guarantor's   Accounting  and  Disclosure   Requirements  for  Guarantees,
     Including  Indirect  Guarantees  of  Indebtedness  of  Others."  FIN No. 45
     requires  certain  guarantees  to be  recorded  at  fair  value,  which  is
     different from current  practice,  which is generally to record a liability
     only when a loss is  probable  and  reasonably  estimable.  FIN No. 45 also
     requires a guarantor to make  significant  new  disclosures,  even when the
     likelihood  of making any  payments  under the  guarantee  is  remote.  The
     disclosure provisions of FIN No. 45 were effective immediately in 2002. The
     Company adopted the recognition and measurement provisions of FIN No. 45 on
     a  prospective  basis with respect to guarantees  issued or modified  after
     December  31,  2002.  The  adoption  of  the  recognition  and  measurement
     provisions  of FIN No. 45 did not have a material  effect on the  Company's
     condensed  consolidated  financial statements as of and for the quarter and
     six-month period ended June 30, 2003.


<PAGE>



Item 4.  Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Company  management,  including the chief executive  officer and chief financial
officer,  have  evaluated the Company's  disclosure  controls and procedures (as
defined in Rules 13a-15(e) under the Securities Exchange Act of 1934, as amended
(the  "Exchange  Act")) as of the end of the period  covered  by this  Quarterly
Report on Form 10-Q. Based on that evaluation,  the chief executive  officer and
chief financial  officer have concluded that the Company's  disclosure  controls
and procedures are effective to ensure that information required to be disclosed
by the Company in reports  that it files or submits  under the  Exchange  Act is
recorded, processed, summarized and reported within the time period specified in
SEC rules and forms.

Changes in Internal Controls

There have been no significant  changes in the Company's  internal  control over
financial  reporting or in other  factors  which could,  or could be  reasonably
likely to,  significantly  affect  internal  control  over  financial  reporting
subsequent to the date of the evaluation.


<PAGE>



PART II

Item 1.  Legal Proceedings.

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

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

In 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. In connection with
this proceeding,  the P.U.C.'s 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. In June
2001,  the P.U.C.  adopted its  decision in this  matter (the  "Decision").  The
Decision  did not suspend the  sharing  mechanism  as  Roseville  Telephone  had
requested,  and further provided that Roseville Telephone must change the 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  certain  liabilities  and  reductions  of
revenues relating to estimated intrastate shareable earnings obligations.

Prior to January 1, 2002,  Roseville  Telephone  billed SBC various  charges for
certain local service and network  access  service  revenues in accordance  with
certain  agreements  as described  below.  In 1999,  SBC  expressed  interest in
withdrawing from the designated  carrier plan ("DCP") for Roseville  Telephone's
toll traffic. The DCP was a compensation arrangement between Roseville Telephone
and SBC for certain intrastate toll services. Roseville Telephone and SBC agreed
to allow the DCP arrangement to expire in December 2001.

In  1999,  SBC  also  expressed  interest  in  entering  into a  new,  permanent
compensation  arrangement for extended area service  ("EAS").  At that time, SBC
had been paying Roseville Telephone $11.5 million per year for EAS pursuant to a
Settlement Transition Agreement.  In November 2000, the P.U.C. authorized SBC to
terminate its annual EAS payments to Roseville  Telephone effective November 30,
2000. The P.U.C.  authorized  replacement  funding to Roseville  Telephone on an
interim  basis  using  the  current  reserve  in the  California  High Cost Fund
("CHCF").  In addition,  the P.U.C.  opened an Order  Instituting  Investigation
("OII") for the purpose of determining  whether future recovery of all, none, or
a portion of the $11.5  million  annual  payments  previously  received from SBC
should come from Roseville  Telephone's  ratepayers or other regulatory recovery
mechanisms. This proceeding began in 2001, evidentiary hearings were held during
2002, and briefing was completed in February 2003. In this  proceeding,  the ORA
recommends that the P.U.C. discontinue Roseville Telephone's present interim EAS
funding from the CHCF without replacement revenues from ratepayers. The P.U.C.'s
decision  in this  matter  is  expected  during  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.

Roseville Telephone's  operations may also be impacted by the Telecommunications
Act  of  1996  (the  "Act").  The  Act  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.

Given the ongoing  activities of 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.

There are a number of other regulatory  proceedings occurring at the federal and
state  levels  that may have a material  impact on  Roseville  Telephone.  These
regulatory proceedings include, but are not limited to, consideration of changes
to the  jurisdictional  separations  process,  the interstate  universal service
fund,  access charge reform and the regulation of local exchange  carriers.  The
outcomes and impact on Roseville Telephone's operations of these proceedings and
related court matters cannot be determined at this time.

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


<PAGE>



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

On May 16, 2003,  the Company held its  regularly  scheduled  Annual  Meeting of
Shareholders, at which the shareholders elected a Board of seven (7) Directors.

The seven nominees to serve as directors,  which constituted the entire Board of
Directors as of the meeting  date,  were all  reelected to serve as directors by
the following votes (out of 14,537,144).
<TABLE>

                                                                Broker Non-Votes
                                                                and Abstentions
                             Votes           Votes Withheld
     Director                 For
   ------------           -----------        --------------     ----------------
<CAPTION>
<S>                         <C>                     <C>               <C>
Thomas E. Doyle            11,715,141             98,753              N/A
Kirk C. Doyle              11,609,334            204,560              N/A
Brian H. Strom             11,715,285             98,609              N/A
John R. Roberts III        11,717,834             96,060              N/A
Chris L. Branscum          11,687,583            126,311              N/A
Timothy D. Taron           11,716,409             97,485              N/A
Neil J. Doerhoff           11,706,013            107,881              N/A

</TABLE>



<PAGE>



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

a)   See Index to Exhibits.

b)   Reports on Form 8-K:

     The  Company  filed a report  on Form 8-K on May 1,  2003  relating  to the
     announcement of first quarter 2003 financial results.





<PAGE>













                                              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
                      January 4, 1994 (Filed as Exhibit 10(c) to Form 10-K Annual
                      Report of Registrant for the year ended December 31, 1993)

       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)          Supplement to Note Purchase Agreement for Series B Senior       Incorporated by        -
                      Notes in the aggregate amount of $60,000,000 dated March           reference
                      13, 2003 (Filed as Exhibit 99.1 to the Form 8-K filed March
                      13, 2003)
</TABLE>

<PAGE>







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

                                                                                        Method
    Exhibit No.                               Description                              of Filing           Page
<S>                                                     <C>                             <C>                 <C>
10(d)                 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), as amended by Amendment No. 2 dated as of
                      September 15, 2000, Amendment No. 3 dated as of July 17,
                      2001, and 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)

10(e)                 Amendment No. 5 to Business Loan Agreement dated February     Incorporated by          -
                      26, 2003 (Filed as Exhibit 10(e) to Form 10-K Annual Report   reference
                      of Registrant for the year ended December 31, 2002)

10(f)                 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(g)                 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 (h)                SureWest KSOP (Filed as Exhibit 4.1 to Registration           Incorporatedby           -
                      Statement on Form S-8 [No 333-87222])                         reference

10 (i)                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 (j)                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 (k)                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)
</TABLE>



<PAGE>













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

                                                                                        Method
Exhibit No.                                   Description                              of Filing        Page
<S>                                             <C>                                     <C>             <C>
10 (l)                Letter agreement dated January 16, 2001                       Incorporated by      -
                      between Registrant and Philip D. Germond (Filed as Exhibit    reference
                      10 (j) to Form 10-K Annual Report of Registrant for the
                      year ended December 31, 2000)

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

31(a)                 Certification of Brian H. Strom, President and Chief          Filed herewith       39
                      Executive Officer, as adopted pursuant to Section 302 of
                      the Sarbanes-Oxley Act of 2002

31(b)                 Certification of Michael D. Campbell, Executive Vice          Filed herewith       41
                      President and Chief Financial Officer, as adopted pursuant
                      to Section 302 of the Sarbanes-Oxley Act of 2002

32(a)                 Certification of Brian H. Strom, President and Chief          Filed herewith       43
                      Executive Officer, pursuant to 18 U.S.C. Section 1350, as
                      adopted pursuant to Section 906 of the Sarbanes-Oxley Act
                      of 2002

32(b)                 Certification of Michael D. Campbell, Executive Vice          Filed herewith       44
                      President and Chief Financial Officer, pursuant to 18
                      U.S.C. Section 1350, as adopted pursuant to Section 906 of
                      the Sarbanes-Oxley Act of 2002
</TABLE>

<PAGE>



                                   signatures

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

                             SUREWEST COMMUNICATIONS
                                  (Registrant)


Date: August 4, 2003           By:          /s/BRIAN H. STROM
                                            -----------------------------------
                                             Brian H. Strom,
                                             President and Chief
                                             Executive Officer



Date: August 4, 2003           By:          /s/MICHAEL D. CAMPBELL
                                            -----------------------------------
                                             Michael D. Campbell,
                                             Executive Vice President
                                             and Chief Financial Officer





<PAGE>





                                   signatures

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

                             SUREWEST COMMUNICATIONS
                                  (Registrant)


Date: August 4, 2003             By:         ___________________________
                                                Brian H. Strom,
                                                President and Chief
                                                Executive Officer



Date: August 4, 2003             By:          ___________________________
                                                Michael D. Campbell,
                                                Executive Vice President
                                                and Chief Financial Officer

<PAGE>




                                  EXHIBIT 31(a)


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

I,   Brian 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 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
     report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  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 report;

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

     a)   Designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  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 report is being prepared;

     b)   Evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures and presented in this report our conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and

     c)   Disclosed  in this  report  any  change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          most  recent  fiscal  quarter  that  has  materially  affected,  or is
          reasonably  likely to materially  affect,  the  registrant's  internal
          control over financial reporting; and

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

<PAGE>
     a)   All significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and

     b)   Any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          control over financial reporting.


                                    Date: August 4, 2003
                                    /s/Brian H. Strom
                                    -----------------------------------
                                    Brian H. Strom
                                    President and Chief Executive Officer



<PAGE>



                                  EXHIBIT 31(b)


                      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 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
     report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  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 report;

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

     a)   Designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  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 report is being prepared;

     b)   Evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures and presented in this report our conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and

     c)   Disclosed  in this  report  any  change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          most  recent  fiscal  quarter  that  has  materially  affected,  or is
          reasonably  likely to materially  affect,  the  registrant's  internal
          control over financial reporting; and

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


<PAGE>

     a)   All significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and

     b)   Any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          control over financial reporting.


                                 Date: August 4, 2003
                                 /s/Michael D. Campbell
                                 -----------------------------------
                                 Michael D. Campbell
                                 Executive Vice President and
                                 Chief Financial Officer





<PAGE>



                                 EXHIBIT 32 (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 June 30,  2003 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.

                                  Date: August 4, 2003

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

A signed  original of this  written  statement  required by Section 906 has been
provided   to  SureWest   Communications   and  will  be  retained  by  SureWest
Communications  and furnished to the Securities  and Exchange  Commission or its
staff upon request.

<PAGE>




                                 EXHIBIT 32 (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 June 30,  2003 as filed with the
Securities  and  Exchange  Commission  of the date  hereof (the  "Report"),  the
undersigned,  as the Executive Vice President and Chief Financial 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.

                               Date: August 4, 2003
                               /s/Michael D. Campbell
                               -----------------------------------
                               Michael D. Campbell
                               Executive Vice President and
                               Chief Financial Officer

A signed  original of this  written  statement  required by Section 906 has been
provided   to  SureWest   Communications   and  will  be  retained  by  SureWest
Communications  and furnished to the Securities  and Exchange  Commission or its
staff upon request.