24
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

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

                 For the fiscal quarter ended September 30, 2001

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

                          Commission File Number 0-556

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

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

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

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

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

                        Common Stock - Without Par Value
                                (Title of class)

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

                                    Yes X No

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

As of October 31, 2001, 15,201,458 shares of the registrant's Common Stock were
outstanding.


<PAGE>


<TABLE>

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

<CAPTION>
                                                                        (Restated)                                  (Restated)
                                                   Quarter               Quarter             Nine Months           Nine Months
                                                    Ended                 Ended                 Ended                 Ended
                                             September 30, 2001    September 30, 2000    September 30, 2001    September 30, 2000
<S>                                                     <C>             <C>                     <C>                     <C>
                                             ------------------    ------------------    ------------------    ------------------
Operating revenues:
  Local service                                     $16,929               $17,035               $48,785               $51,493
  Network access service                             11,389                12,858                34,263                36,735
  Wireless service                                    3,267                 1,392                12,054                 2,041
  Directory advertising                               3,598                 3,123                10,894                 9,767
  Nonregulated sales and service                      1,725                 1,982                 5,124                 5,489
  Other                                               3,766                 2,597                10,609                 7,384
                                                    -------               -------               -------               -------
    Total operating revenues                         40,674                38,987               121,729               112,909

Operating expenses:
  Cost of services and products                      15,473                10,673                43,013                32,926
  Customer operations and selling                     7,163                 6,277                22,959                16,353
  General and administrative                          6,332                 5,248                18,442                14,510
  Depreciation and amortization                      10,087                 7,072                29,141                20,662
                                                    -------               -------               -------               -------
    Total operating expenses                         39,055                29,270               113,555                84,451
                                                    -------               -------               -------               -------
Income from operations                                1,619                 9,717                 8,174                28,458

Other income (expense):
  Interest income                                       785                   261                 4,326                   643
  Interest expense                                      (15)                 (748)                 (334)               (1,698)
  Equity in earnings of cellular
   partnership                                            -                 3,315                     -                10,206
  Other, net                                            (27)                  104                   997                   255
                                                    -------               -------               -------               -------
    Total other income, net                             743                 2,932                 4,989                 9,406
                                                    -------               -------               -------               -------
Income before income taxes and
  cumulative effect of change in
  accounting principle                                2,362                12,649                13,163                37,864

Income taxes                                            915                 5,193                 5,255                15,485
                                                    -------               -------               -------               -------
Income before cumulative effect
  of change in accounting
  principle                                           1,447                 7,456                 7,908                22,379

Cumulative effect of change in
  accounting principle, net of
  tax                                                     -                     -                     -                (3,273)
                                                   -------                -------              -------               -------
Net income                                         $ 1,447                $ 7,456              $ 7,908               $19,106
                                                   =======                =======              =======               =======
Basic and diluted earnings per share (1):
Income before cumulative effect
  of change in accounting
  principle                                        $   .09                $   .48              $   .51               $  1.43

</TABLE>

<PAGE>

<TABLE>


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

                                                                        (Restated)                                  (Restated)
                                                   Quarter               Quarter             Nine Months           Nine Months
                                                    Ended                 Ended                 Ended                 Ended
                                             September 30, 2001    September 30, 2000    September 30, 2001    September 30, 2000
                                             ------------------    ------------------    ------------------    ------------------
<S>                                                 <C>                 <C>                      <C>                    <C>

Net income                                          $   .09               $   .48               $   .51               $  1.22
                                                    =======               =======               =======               =======

Cash dividends per share (2)                        $   .25               $   .25               $   .75               $   .75
                                                    =======               =======               =======               =======
Shares of common stock used to
  calculate earnings per share                       15,290                15,515                15,366                15,646
                                                    =======               =======               =======               =======
Pro forma amounts assuming the
 accounting change is applied
 retroactively:

Income before cumulative effect
  of change in accounting
  principle                                         $ 1,447               $ 7,456               $ 7,908               $22,379

Net income                                          $ 1,447               $ 7,456               $ 7,908               $22,379

Basic and diluted earnings per share:
Income before cumulative effect
  of change in accounting
  principle                                         $   .09               $   .48               $   .51              $   1.43

Net income                                          $   .09               $   .48               $   .51              $   1.43





</TABLE>









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

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







                             See accompanying notes.

<PAGE>

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

                                                   September 30, 2001         December 31, 2000
                                                   ------------------         -----------------
<S>                                                      <C>                        <C>
ASSETS
  Current assets:
    Cash and cash equivalents                                $ 48,518                $169,955
    Short-term investments                                      5,749                   7,435
    Certificate of Deposit with related party                  15,907                       -
    Accounts receivable, net                                   20,542                  24,515
    Refundable income tax                                       2,405                       -
    Receivable related to cellular
      partnership                                                   -                   5,513
    Inventories                                                 3,693                   3,696
    Deferred income tax asset                                     993                   6,613
    Deferred directory costs                                    3,772                   4,133
    Prepaid expenses and other current assets                     406                     547
                                                             --------                --------
      Total current assets                                    101,985                 222,407

  Property, plant and equipment, net                          298,176                 277,981

  Investments and other assets:
    Long-term Certificate of Deposit with
      related party                                                 -                  15,155
    Wireless licenses, net                                     13,692                  12,929
    Goodwill                                                    2,171                       -
    Deferred charges and other assets                             417                     470
                                                             --------                --------
                                                               16,280                  28,554
                                                             --------                --------
                                                             $416,441                $528,942
                                                             ========                ========
LIABILITIES AND SHAREHOLDERS' EQUITY
  Current liabilities:
    Current portion of long-term debt                         $ 2,155                $  2,143
    Accounts payable and accrued liabilities                    6,470                  13,840
    Payables to telecommunications entities                    24,753                  23,346
    Advance billings and customer deposits                      1,918                   1,359
    Accrued income tax                                              -                  92,050
    Accrued pension cost                                        5,551                   7,061
    Accrued compensation                                        5,881                   3,742
                                                             --------                --------
      Total current liabilities                                46,728                 143,541

  Long-term debt                                               42,743                  44,285

  Deferred credits and other liabilities                       15,571                  14,544

  Minority interest in subsidiary                                   -                   1,570

  Shareholders' equity:
    Common Stock, without par value;
      100,000 shares authorized,
      15,271 shares issued and
      outstanding  (15,526 shares in 2000)                    175,508                 181,547
    Retained earnings                                         135,891                 143,455
                                                             --------                --------
      Total shareholders' equity                              311,399                 325,002
                                                             --------                --------
                                                             $416,441                $528,942
                                                             ========                ========
</TABLE>
                             See accompanying notes.

<PAGE>


<TABLE>

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

<CAPTION>

                                                                           (Restated)
                                                  Nine Months             Nine Months
                                                     Ended                   Ended
                                               September 30, 2001      September 30, 2000
                                               ------------------      ------------------
<S>                                                    <C>                   <C>
Net cash provided by (used in)                   $(46,830)                $38,156
 operating activities

Cash flows from investing activities:
  Capital expenditures for property, plant
    and equipment                                 (48,724)                (55,626)
  Purchases of held-to-maturity investments        (5,749)                    (33)
  Maturities of held-to-maturity investments        7,435                   6,497
  Purchase of QuikNet, Inc., net of cash
    acquired                                       (2,128)                      -
  Purchase of minority interest in
    Wireless subsidiary                            (2,500)                      -
  Investment in cellular partnership                    -                  (9,903)
  Return of investment in cellular
    partnership                                         -                  18,046
  Purchase of wireless licenses                         -                  (4,624)
  Changes in deferred charges and other
    assets                                            179                    (756)
                                                  -------                 -------
  Net cash used in investing activities           (51,487)                (46,399)

Cash flows from financing activities:
  Increase in short-term borrowing                      -                  40,000
  Principal payments of long-term debt             (1,609)                 (1,607)
  Dividends paid                                  (11,554)                (11,762)
  Repurchase of common stock                       (9,957)                (12,496)
                                                  -------                 -------
  Net cash provided by (used in)
    financing activities                          (23,120)                 14,135

Increase (decrease) in cash and cash              -------                 -------
 equivalents                                     (121,437)                  5,892

Cash and cash equivalents at beginning of
  period                                          169,955                  10,886
                                                  -------                 -------
Cash and cash equivalents at end of
  period                                          $48,518                 $16,778
                                                  =======                 =======

</TABLE>
















                             See accompanying notes.

<PAGE>



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

1.        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

          The Company is a holding  company with  subsidiaries  operating in the
          communications services industry. The Company's wholly-owned principal
          operating   subsidiary  is  Roseville  Telephone  Company  ("Roseville
          Telephone").  SureWest  Directories,  Roseville Long Distance  Company
          ("Roseville  Long  Distance"),   SureWest  Internet,   QuikNet,   Inc.
          ("QuikNet"),  SureWest  Wireless  and  Roseville  Alternative  Company
          ("Roseville  Alternative") are each  wholly-owned  subsidiaries of the
          Company.  SureWest  Wireless  is the  manager of and owns 100% of West
          Coast PCS LLC, which does business  using the SureWest  Wireless name,
          which was  formed  for the  purpose  of  providing  wireless  personal
          communications  services ("PCS"). The Company expects that the sources
          of its  revenues  and its cost  structure  may be  different in future
          periods as a result of its entry into new communications markets.

          Effective July 31, 2001, the Company  acquired all of the  outstanding
          common  stock of  QuikNet  for  $2,100 in cash.  The  acquisition  was
          accounted for as a purchase in accordance  with Statement of Financial
          Accounting  Standards ("SFAS") No. 141. The tangible assets of QuikNet
          acquired by the Company,  aggregating $498,  consisted  principally of
          cash,  accounts  receivable  and  property  plant and  equipment.  The
          liabilities  of QuikNet  assumed  by the  Company,  aggregating  $534,
          consisted  principally  of accounts  payable and long-term  debt. As a
          result of the preliminary  purchase price  allocation  associated with
          this acquisition, the Company recorded $2,200 of goodwill.

          Effective April 30, 2001, the Company  acquired  Foresthill  Telephone
          Co.'s  ("FHT") 1.8% interest in West Coast PCS LLC for $2,500 in cash.
          The  acquisition  was accounted for as a purchase.  As a result of the
          acquisition,  the  Company  now  owns  100% of the  limited  liability
          company which does business as SureWest  Wireless.  A former member of
          the   Company's   Board  of  Director's  is  the  President  and  sole
          shareholder of FHT.

2.        BUSINESS SEGMENTS

          The Company has two reportable business segments: Telecom and PCS. The
          Telecom  segment  primarily  provides  local,  network access and long
          distance services,  directory advertising services,  internet services
          and the sale of  non-regulated  products and services  principally  to
          customers  residing in Roseville  Telephone's  service  area.  The PCS
          segment  provides  personal  communications  services  and the sale of
          related   communications   equipment.   The  Company   evaluates   the
          performance   of  these   business   segments  based  on  income  from
          operations.

          These  segments  are  strategic  business  units that offer  different
          products and services.  The accounting  policies of these segments are
          the  same as  those  described  in  Note 1 -  Summary  of  Significant
          Accounting  Policies.  The Company accounts for intersegment sales and
          transfers at prevailing market rates. Intersegment sales and transfers
          between  the  Telecom  and  PCS  segments  are  not  significant.  The
          Company's business segment information is as follows:
<PAGE>

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

          Three months ended
            September 30, 2001             Telecom         PCS     Consolidated
                                          ---------     ---------  ------------
          Operating revenues              $  37,407     $   3,267     $  40,674
          Depreciation and amortization       7,285         2,802        10,087
          Income (loss) from operations       9,926        (8,307)        1,619

          Three months ended
            September 30, 2000(restated)   Telecom         PCS     Consolidated
                                          ---------     ---------  ------------
          Operating revenues              $  37,595     $   1,392     $  38,987
          Depreciation and amortization       5,358         1,714         7,072
          Income (loss) from operations      14,220        (4,503)        9,717


          At September 30, 2001 or the
          nine months ended                Telecom         PCS     Consolidated
                                          ---------     ---------  ------------
          Operating revenues              $ 109,675     $  12,054     $ 121,729
          Depreciation and amortization      21,131         8,010        29,141
          Income (loss) from operations      29,328       (21,154)        8,174
          Assets                            326,700        89,741       416,441

          At September 30, 2000 or the
          nine months ended (restated)     Telecom         PCS     Consolidated
                                          ---------     ---------  ------------
          Operating revenues              $ 110,868     $   2,041    $  112,909
          Depreciation and amortization      16,606         4,056        20,662
          Income (loss) from operations      39,460       (11,002)       28,458
          Cumulative effect of change
            in accounting principle,
            net of tax                       (3,273)            -        (3,273)
          Assets                            316,367        60,315       376,682

</TABLE>
          Wireless service revenues increased $1.9 million and $10.0 million for
          the  quarter  and  nine  month  periods  ended   September  30,  2001,
          respectively,  compared  to the same  periods  in 2000 as a result  of
          continued  additions to the customer base.  Wireless  revenues for the
          quarter  and  nine  month  periods  ended   September  30,  2001  were
          negatively  impacted by billings to certain customers of $842 thousand
          and $1.5 million, respectively,  that did not meet all of the criteria
          for revenue recognition due to collection concerns.  Wireless revenues
          for the quarter ended September 30, 2001 were also negatively impacted
          by a non-recurring adjustment of $1.1 million.

3.        Cumulative effect of change in accounting principle

          During the fourth quarter of 2000,  the Company  changed its method of
          accounting,   retroactive  to  January  1,  2000,  for  up-front  fees
          associated with  telecommunications  service  activation in accordance
          with the guidance  contained in the SEC Staff Accounting  Bulletin No.
          101, "Revenue Recognition in Financial  Statements" ("SAB 101"), which
          was issued by the SEC in December  1999.  Previously,  the Company had
          recognized  such up-front fees as revenues upon activation of service.
          Under the new accounting method,  the Company now recognizes  up-front
          fees associated with service  activation over the expected duration of
          the customer  relationships.  The  cumulative  effect of the change on
          prior  years  resulted  in a charge to 2000  income of $3,273  (net of
          income taxes of $2,250).  Activation  revenue  previously  deferred in
          connection with the cumulative effect adjustment as of January 1, 2000
          recognized for the quarters ended September 30, 2001 and 2000 was $408
          and $578,  respectively.  For the nine months ended September 30, 2001
          and  2000,  the  Company  recognized   activation  revenue  previously
          deferred in connection  with the  cumulative  effect  adjustment as of
          January 1, 2000, in the amounts of $1,400 and $1,800, respectively.

4.        RECENT ACCOUNTING PRONOUNCEMENTS

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

          In July 2001, the Financial Accounting Standards Board issued SFAS No.
          141,  "Business  Combinations",  and  No.  142,  "Goodwill  and  Other
          Intangible Assets".  SFAS No. 141 eliminates the  pooling-of-interests
          method of accounting for business  combinations  except for qualifying
          business combinations that were initiated prior to July 1, 2001. Under
          SFAS No. 142,  goodwill and indefinite lived intangible  assets are no
          longer  amortized  but are reviewed  annually,  or more  frequently if
          impairment  indicators arise, for impairment.  The Company is required
          to adopt SFAS No. 142 on January  1,  2002.  The  Company  has not yet
          determined  the  impact,  if any,  that SFAS No.  142 will have on its
          consolidated financial statements.

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

          In October 2001, the Financial  Accounting Standards Board issued SFAS
          No. 144,  "Accounting  for the  Impairment  or Disposal of  Long-Lived
          Assets" which supersedes SFAS No. 121,  "Accounting for the Impairment
          of Long-Lived  Assets and for Long-Lived Assets to Be Disposed Of" and
          provides  a  single  accounting  model  for  long-lived  assets  to be
          disposed  of. The Company is required to adopt SFAS No. 144 on January
          1, 2002. The Company has not yet  determined the impact,  if any, that
          SFAS No. 144 will have on its consolidated financial statements.

5.        REGULATORY MATTERS AND CHANGE IN ACCOUNTING ESTIMATE

          The  California  Public  Utilities  Commission  ("P.U.C.")  Office  of
          Ratepayer   Advocates  ("ORA")  undertook  a  verification   audit  of
          Roseville  Telephone's   non-regulated  and  affiliated   transactions
          pursuant to the general  rate case and other P.U.C  orders.  The ORA's
          audit  report  was   considered  in  the  New   Regulatory   Framework
          proceeding.  In June 2001,  the P.U.C.  adopted an Alternate  Decision
          ("AD").  The AD  required  Roseville  Telephone  to further  amend its
          shareable  earnings  filing for 1998 and 1999 to provide an additional
          $1,000 in  shareable  earnings,  which was  recorded  during the three
          months  ended June 30,  2001.  Additionally,  in  accordance  with the
          provisions of the AD, the Company recorded additional  liabilities and
          reductions of revenues relating to estimated shareable earnings during
          the  quarter  and nine  months  ended  September  30, 2001 of $950 and
          $5,050,   respectively,   related  to  estimated   shareable  earnings
          associated with those periods. The Company disagrees with the findings
          of the AD and has filed an  application  for  rehearing  of the matter
          which is presently pending before the P.U.C.

          As of  September  30, 2001 the Company had an  aggregate  liability of
          $17,800  relating to its estimated  interstate and intrastate  sharing
          obligation.


<PAGE>




                            SUREWEST COMMUNICATIONS

PART I

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

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

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

Results of Operations

General

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

The  Telecom  segment is aligned  with  specific  subsidiaries  of the  Company.
Roseville Telephone Company ("Roseville  Telephone"),  a wholly-owned subsidiary
of the Company,  provides  local and toll  telephone  services,  network  access
services,  billing and collection services,  directory  advertising services and
certain nonregulated services.  SureWest Directories,  a wholly-owned subsidiary
of the  Company,  produces,  publishes  and  distributes  Roseville  Telephone's
directory including the sale of yellow pages advertising.  SureWest  Directories
is also  engaged in the  business  of  producing,  publishing  and  distributing
directories  in other  Northern  California  communities  outside  of  Roseville
Telephone's service area. The Company's wholly-owned subsidiary,  Roseville Long
Distance Company  ("Roseville  Long  Distance"),  is engaged in the provision of
long distance services. The Company's wholly-owned  subsidiaries,  QuikNet, Inc.
("QuikNet")  and SureWest  Internet  are engaged in the  provision of high speed
internet services.

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

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

Acquisition of QuikNet

Effective  July 31, 2001,  the Company  acquired all of the  outstanding  common
stock of QuikNet for $2.1 million in cash. The  acquisition was accounted for as
a purchase in  accordance  with  Statement  of  Financial  Accounting  Standards
("SFAS")  No. 141.  The  tangible  assets of QuikNet  acquired  by the  Company,
aggregating $498 thousand,  consisted  principally of cash,  accounts receivable
and property plant and  equipment.  The  liabilities  of QuikNet  assumed by the
Company,  aggregating $534 thousand,  consisted  principally of accounts payable
and long-term  debt. As a result of the  preliminary  purchase price  allocation
associated with this acquisition, the Company recorded $2.2 million of goodwill.

Purchase of PCS Wireless Interest

During the second quarter, 2001, the Company acquired Foresthill Telephone Co.'s
("FHT")  1.8%  interest  in West  Coast PCS LLC for $2.5  million  in cash.  The
acquisition was accounted for as a purchase. As a result of the acquisition, the
Company now owns 100% of the limited  liability  company  which does business as
SureWest  Wireless.  A former member of the Company's  Board of Directors is the
President and sole shareholder of FHT.

Sale of Cellular Partnership Interest

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

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

Operating Revenues

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

Revenues from services subject to regulation  constituted  approximately 70% and
77% of the Company's total  operating  revenues for the quarters ended September
30, 2001 and 2000, respectively.  For the nine month periods ended September 30,
2001 and 2000, revenues subject to regulation constituted  approximately 68% and
78%, respectively,  of the Company's total operating revenues.  Revenues subject
to  regulation,  which include local  service,  network  access service and toll
service  revenues  generated  by Roseville  Telephone,  are derived from various
sources,  including  billings to business and residential  subscribers for basic
exchange  services,  extended area service charges;  surcharges  mandated by the
California Public Utilities Commission  ("P.U.C.");  billings to Pacific Bell, a
wholly-owned  subsidiary of SBC  Communications,  Inc.  ("Pacific  Bell"),  long
distance  carriers,  competitive  access  providers and  subscribers for network
access  services;  interstate  settlement  revenues  from the National  Exchange
Carrier Association;  and support payments from the Universal Service Fund and a
California High Cost Fund.

Interstate  telephone  service  rates are subject to  regulation  by the Federal
Communications  Commission  ("F.C.C.").  Roseville  Telephone  has filed its own
tariff with the F.C.C. for all elements of access services except carrier common
line charges,  for which Roseville  Telephone  concurs with tariffs filed by the
National  Exchange Carrier  Association.  Interstate  access charges and carrier
common line  revenues  are based on  extensive  cost  separation  studies  which
utilize  estimated  cost  information  and projected  demand  usage.  During the
two-year  monitoring period ended December 31, 2000 ("Monitoring  Period"),  the
Company  experienced  significant  increases  in  internet  traffic.  The F.C.C.
currently  requires  that the  costs of  internet  traffic  be  assigned  to the
intrastate  jurisdiction for separation purposes;  accordingly,  the increase in
internet  traffic  caused  a  reduction  in  costs  allocated  to the  Company's
interstate jurisdiction.  Additionally,  the Company has experienced an increase
in its interstate  access traffic in excess of the forecasted demand utilized in
its cost studies for the Monitoring  Period resulting from the 1999 introduction
of  Digital  Subscriber  Line  ("DSL")  service.  Based  on the  results  of the
Company's cost studies for the Monitoring  Period, the Company believes that its
interstate earnings were above those authorized by the FCC. Accordingly,  in the
fourth quarter of 2000 and the three and nine month periods ended  September 30,
2001 the Company  recorded  liabilities to various  telecommunications  entities
aggregating  $8.1 million and $3.2  million,  respectively,  through  charges to
operating revenues. During the nine months ended September 30, 2001, the Company
made payments to certain of these telecommunications  utilities aggregating $6.8
million.

Intrastate  telephone service rates are subject to regulation by the P.U.C. With
respect to intrastate  toll calls,  interexchange  carriers are assessed  access
charges based on tariffs filed by Roseville Telephone. Roseville Telephone bills
Pacific  Bell  various  charges for  certain  local  service and network  access
service  revenues  pursuant  to  certain  agreements  described  below.  Of  the
Company's total operating revenues for the quarters ended September 30, 2001 and
2000,  3%  and  10%,   respectively,   were  recorded  under  these  agreements.
Approximately  3% and 11%, of the Company's  total  revenues were recorded under
Pacific Bell agreements  during the nine months periods ended September 30, 2001
and 2000, respectively.  In 1999, Pacific Bell expressed interest in withdrawing
from the designated carrier plan ("DCP") for Roseville  Telephone's toll traffic
and entering into a new,  permanent  compensation  arrangement for extended area
service  ("EAS").  The  DCP  is a  compensation  arrangement  between  Roseville
Telephone and Pacific Bell for certain  intraLATA  toll  services.  Pacific Bell
also paid  Roseville  Telephone  $11.5  million  per year for EAS  pursuant to a
Settlement Transition Agreement. In November 2000, the P.U.C. authorized Pacific
Bell to terminate  its annual EAS payments to  Roseville  Telephone,  authorized
replacement  funding  on an  interim  basis  using the  current  reserve  in the
California High Cost Fund-B,  and denied permanent  replacement  funding pending
further  proceedings  to be held  beginning in 2001 and conducted  through 2003.
These proceedings will determine the extent to which recovery of all, none, or a
portion of the $11.5  million  annual EAS  payments  should come from  Roseville
Telephone's  ratepayers or other regulatory  recovery  mechanisms.  In addition,
Roseville  Telephone  and  Pacific  Bell have  agreed to allow the  current  DCP
arrangement  to expire  without  renewal in December  2001. The results of these
proceedings and their  potential  effects on Roseville  Telephone  cannot yet be
determined.

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

In accordance with the  requirements  of its general rate case order,  Roseville
Telephone  filed an application  for review of its NRF in 1999.  This proceeding
considered  modifications to the NRF structure,  including  potential changes to
the  current  monitoring  and  reporting  requirements,   the  earnings  sharing
mechanism,   promotional  and  pricing  flexibility,  and  related  matters.  In
addition,   the  P.U.C.  Office  of  Ratepayer  Advocates  ("ORA")  undertook  a
verification  audit  of  Roseville  Telephone's   non-regulated  and  affiliated
transactions  pursuant to the general  rate case and other  P.U.C.  orders.  The
ORA's audit report was considered in the NRF  proceeding.  In June 2001, the PUC
adopted an Alternate  Decision ("AD") in this matter. The AD did not suspend the
sharing mechanism and required Roseville  Telephone Company to further amend its
intrastate  shareable earnings filing for 1998 and 1999 to provide an additional
$1 million in shareable  earnings,  which was  recorded  during the three months
ended June 30, 2001. Additionally,  in accordance with the provisions of the AD,
the Company recorded additional  liabilities and reductions of revenues relating
to  estimated  shareable  earnings  during the  quarter  and nine  months  ended
September  30, 2001 of $950 thousand and $5.1 million  respectively,  related to
estimated  shareable  earnings  associated  with  those  periods.   The  Company
disagrees with the findings of the AD and has filed an application for rehearing
of the matter which is presently pending before the P.U.C.

As of September 30, 2001 the Company had an aggregate liability of $17.8 million
relating to its estimated interstate and intrastate sharing obligation.

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

Quarter and nine months ended September 30, 2001 and 2000

Operating Revenues:

Total operating revenues increased $1.7 million and $8.8 million,  or 4% and 8%,
for the quarter and nine month periods ended  September 30, 2001,  respectively,
compared to the same periods in 2000.  Wireless service revenues  increased $1.9
million and $10.0 million for the quarter and nine month periods ended September
30,  2001,  respectively,  compared  to the same  periods in 2000 as a result of
continued  additions to the customer base. Wireless revenues for the quarter and
nine month periods ended September 30, 2001 were negatively impacted by billings
to certain customers of $842 thousand and $1.5 million,  respectively,  that did
not meet all of the criteria for revenue recognition due to collection concerns.
Wireless  revenues for the quarter ended September 30, 2001 were also negatively
impacted by a non-recurring  adjustment of $1.1 million.  Other revenues for the
quarter and nine month periods ended September 30, 2001,  increased $1.2 million
and $3.2 million or 45% and 44% over the prior period due primarily to continued
growth in the SureWest  Internet  customer  base, an increase in  penetration of
long  distance  services  and  the  additional   revenues   resulting  from  the
acquisition of QuikNet.

Revenues subject to regulation decreased by $1.6 million and $5.2 million, or 5%
and 6%, for the  quarter  and nine  month  periods  ended  September  30,  2001,
respectively,  compared  to the  same  periods  in  2000.  These  revenues  were
positively  effected by the combined  effects of 1) access line growth of 1%, 2)
improved  penetration in custom calling and other enhanced  network  services 3)
increased network access revenues due to larger minute-of-use volumes,  expanded
demand for  dedicated  access  services  and growth in digital  subscriber  line
services.  These  increases  were offset  primarily by  reductions  to operating
revenues  of $950  thousand  and $8.3  million  for the  quarter  and nine month
periods  ended  September  30,  2001,  respectively,  relating to the  Company's
estimated interstate and intrastate sharing obligations.

Directory  advertising revenues increased $475 thousand and $1.1 million, or 15%
and 12%,  for the quarter  and nine month  periods  ended  September  30,  2001,
respectively,  compared  to the same  periods  in 2000,  due to an  increase  in
advertising   sales  relating  to  Roseville   Telephone's   directory  and  the
introduction of a directory serving the Sacramento area.

Operating Expenses:

Total operating  expenses  increased $9.8 million and $29.1 million,  or 33% and
34%,  for  the  quarter  and  nine  month  periods  ended  September  30,  2001,
respectively,  compared  to the same  periods  in  2000.  Cost of  services  and
products  increased  $4.8  million and $10.1  million,  for the quarter and nine
month  periods  ended  September  30,  2001,  respectively,  or 45% and 31%, due
primarily to increased  costs in tower rents and  telephone  sets related to the
continuing  expansion of the  coverage  area and  increased  demand for SureWest
Wireless service,  transport costs associated with long distance  services,  and
modem and transport costs related to internet services.

Customer  operations  and  selling  expense  increased  $886  thousand  and $6.6
million,  or 14% and 40% for the quarter and nine month periods ended  September
30, 2001, respectively, compared to the same periods in 2000. The increases were
due  primarily  to $1.2  million of bad debt expense  associated  with  wireless
services,   and  increased  sales  commissions  and  subscriber   billing  costs
associated with the continued growth of wireless and internet services.

General and Administrative  expenses increased $1.1 million and $3.9 million, or
21% and 27%, for the quarter and nine month  periods  ended  September 30, 2001,
respectively,  compared to the same periods in 2000,  due primarily to increased
labor  costs  resulting  from  both an  increase  in the  size of the  Company's
workforce,  as a result of expanded operations and an acquired business,  normal
compensation increases, and costs related to the Company's name change.

Depreciation and amortization increased $3.0 million and $8.5 million or 43% and
41%,  for  the  quarter  and  nine  month  periods  ended  September  30,  2001,
respectively,  compared to the same period in 2000. The increases  resulted from
an increase in  telephone  and  wireless  plant  coupled  with the  reduction in
estimated  useful  lives of  certain  elements  of  property  and  equipment  in
connection with the discontinuance of regulatory accounting in December 2000.

Other Income, Net:

Other income,  net, decreased $2.2 million and $4.4 million, or 75% and 47%, for
the quarter and nine month  periods  ended  September  30,  2001,  respectively,
compared to the same periods in 2000. As a result of the  Company's  sale of its
cellular  partnership  interest in November 2000, the Company did not record any
income from the partnership's  operations in the 2001 periods. The reduction was
offset in part by an increase in interest  income as a result of larger  average
investment  balances  derived  substantially  from  the  sale  of  the  cellular
partnership interest.

Income Taxes:

Income taxes for the quarter and nine month  periods  ended  September 30, 2001,
decreased  $4.3 million and $10.2  million,  respectively,  compared to the same
periods in 2000 due  primarily  to the  decrease in income  subject to tax.  The
effective federal and state income tax rates were approximately  39.9% and 40.9%
for the nine month periods ended September 30, 2001 and 2000, respectively.

Liquidity and Capital Resources

As reflected in the Condensed  Consolidated  Statements of Cash Flows,  net cash
used in operating  activities  was $46.8 million for the nine month period ended
September 30, 2001. Net cash provided by operating  activities was $38.2 million
for the nine month period ended  September  30, 2000.  The decrease in cash from
operating activities for the nine month period ended September 30, 2001 compared
to the same period in 2000, was due primarily to a $90 million payment of income
tax related to the sale of the Company's cellular  partnership interest in 2000.
During the nine month period  ended  September  30, 2001,  the Company used cash
flows from operations and existing cash and cash  equivalents to fund 1) capital
expenditures of $48.7 million pertaining to ongoing plant construction projects,
2) common stock  repurchases of $10.0 million 3) dividends of $11.6 million,  4)
principal  payments of $1.6 million to retire long-term debt, 5) the purchase of
Foresthill Telephone Co.'s interest in SureWest Wireless for $2.5 million and 6)
the purchase of QuikNet for $2.1 million.

The Company's most  significant use of funds for the balance of 2001 is expected
to be for 1) remaining  budgeted  capital  expenditures of  approximately  $10.5
million,  2) remaining  scheduled payments of long-term debt of $536 thousand 3)
anticipated cash dividends of $3.8 million, and 4) net operating expenditures of
up to $1.0 million relating to SureWest Wireless.

In February  2000,  the Board of Directors  authorized the repurchase of up to 1
million  shares of Company  common stock.  The shares are purchased from time to
time in the open market or through privately negotiated  transactions subject to
overall financial and market conditions. As of September 30, 2001, approximately
557 thousand  shares of common  stock have been  repurchased.  As a result,  the
Company  has  authorization  from  the  Board  of  Directors  to  repurchase  an
additional 443 thousand outstanding shares.

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

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

Other Financial Information

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

During the fourth quarter of 2000, the Company changed its method of accounting,
retroactive   to  January  1,  2000,   for   up-front   fees   associated   with
telecommunications  service activation in accordance with the guidance contained
in the Securities Exchange Commission ("SEC") Staff Accounting Bulletin No. 101,
"Revenue  Recognition in Financial  Statements",  which was issued by the SEC in
December  1999.  Previously,  the Company had  recognized  such up-front fees as
revenues  upon  activation  of service.  Under the new  accounting  method,  the
Company now recognizes up-front fees associated with service activation over the
expected  duration of the customer  relationships.  The cumulative effect of the
change on prior years  resulted in a charge to 2000 income of $3.3  million (net
of income taxes of $2.3  million).  Activation  revenue  previously  deferred in
connection  with  the  cumulative  effect  adjustment  as  of  January  1,  2000
recognized  for the quarters  ended June 30, 2001 and 2000 was $408 thousand and
$578 thousand,  respectively. For the nine month period ended September 30, 2001
and 2000 the  Company  recognized  activation  revenue  previously  deferred  in
connection  with the cumulative  effect  adjustment as of January 1, 2000 in the
amounts of $1.4 million and $1.8 million, respectively.

In July 2001,  the  Financial  Accounting  Standards  Board issued SFAS No. 141,
"Business  Combinations",  and No. 142, "Goodwill and Other Intangible  Assets."
SFAS No.  141  eliminates  the  pooling-of-interests  method of  accounting  for
business  combinations  except for qualifying  business  combinations  that were
initiated  prior to July 1, 2001.  Under SFAS No. 142,  goodwill and  indefinite
lived intangible  assets are no longer amortized but are reviewed  annually,  or
more frequently if impairment  indicators arise, for impairment.  The Company is
required  to adopt SFAS No. 142 on January  1,  2002.  The  Company  has not yet
determined the impact,  if any, that SFAS No. 142 will have on its  consolidated
financial statements.

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

In October 2001, the Financial  Accounting  Standards Board issued SFAS No. 144,
"Accounting  for  the  Impairment  or  Disposal  of  Long-Lived   Assets"  which
supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and
for Long-Lived  Assets to Be Disposed Of" and provides a single accounting model
for  long-lived  assets to be disposed of. The Company is required to adopt SFAS
No. 144 on January 1, 2002. The Company has not yet  determined  the impact,  if
any, that SFAS No. 144 will have on its consolidated financial statements.







<PAGE>



PART II

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

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

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

In 1996, Congress passed the  Telecommunications  Act of 1996 (the "Act"), which
significantly   changed  the  regulatory   environment  for   telecommunications
companies.  Beginning in 1996, the F.C.C.  adopted orders implementing the Act's
provisions to open local exchange  service markets to competition.  These orders
have addressed the terms and conditions under which  competitive  local exchange
carriers may interconnect with the networks of and have access to the facilities
of incumbent local exchange carriers. In addition,  the F.C.C. has issued orders
and is  continuing  to review  proposals  in  connection  with  reform of access
charges and universal service mechanisms. Many of these orders were successfully
appealed and a number of appeals of the F.C.C.'s rules are currently pending. In
addition, the P.U.C. has adopted orders in furtherance of the Act.

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

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

      o    The rules governing the opening of markets to competition

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

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

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


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



<PAGE>



Item 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 September 4, 2001 relating to the
     Company's announcement that it would begin trading on the Nasdaq's National
     Market beginning September 6, 2001.




<PAGE>
<TABLE>



                             SUREWEST COMMUNICATIONS
                                INDEX TO EXHIBITS
                                  (Item 6 (a))

        <S>             <C>                                                             <C>                <C>
                                                                                          Method
    Exhibit No.                               Description                                of Filing          Page
    -----------                               -----------                                ---------          ----
        3(a)          Articles of Incorporation of the Company, together with         Incorporated by        -
                      Certificate of Amendment of Articles of Incorporation dated        reference
                      January 25, 1996 and Certificate of Amendment of Articles
                      of Incorporation dated June 21, 1996 (Filed as Exhibit 3(a)
                      to Form 10-Q Quarterly Report for the quarter ended
                      September 30, 1996)

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

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

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

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

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

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

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

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

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

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

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

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

</TABLE>

<PAGE>

<TABLE>



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

    Exhibit No.                               Description                                of Filing          Page
    -----------                               -----------                                ---------          ----
       10 (k)         Letter agreement dated January 16, 2001                         Incorporated by        -
                      between Roseville Communications Company                           reference
                      and Robert M. Burger (Filed as Exhibit 10 (k) to Form 10-K
                      Annual Report of Roseville Communications Company for the
                      year ended December 31, 2000)


</TABLE>

<PAGE>



                                   signatures

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

                             SUREWEST COMMUNICATIONS
                                  (Registrant)


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



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


<PAGE>



                                   signatures

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

                             SUREWEST COMMUNICATIONS
                                  (Registrant)


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



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