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 March 31, 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 April 30, 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 Ended      Quarter Ended
                                             March 31, 2003     March 31, 2002
                                             --------------     --------------
<CAPTION>
<S>                                               <C>                 <C>
Operating revenues:
  Local service                                   $14,996            $16,514
  Network access service                           13,417             13,302
  Directory advertising                             3,838              3,738
  Long distance service                             1,253              1,327
  Wireless service                                  6,503              5,326
  Internet service                                  3,714              1,338
  Residential broadband service                     1,867                  -
  Business broadband service                          750                451
  Other                                             1,091              1,455
                                                  -------            -------
    Total operating revenues                       47,429             43,451

Operating expenses:
  Cost of services and products                    14,705             14,019
  Customer operations and selling                   8,682              8,116
  General and administrative                        9,750              5,740
  Depreciation and amortization                    12,387             10,447
                                                  -------            -------
    Total operating expenses                       45,524             38,322
                                                  -------            -------
Income from operations                              1,905              5,129

Other income (expense):
  Interest income                                      83                203
  Interest expense                                   (832)              (362)
  Gain on sale of alarm monitoring assets               -              4,436
  Other, net                                          (27)               (26)
                                                  -------            -------
    Total other (expense)income, net                 (776)             4,251
                                                  -------            -------
Income before income taxes                          1,129              9,380

Income taxes                                          454              3,771
                                                  -------            -------
Net income                                        $   675            $ 5,609
                                                  =======            =======

Basic and diluted earnings per share (1)        $    0.05            $  0.37
                                                  =======            =======

Cash dividends per share (2)                    $    0.25            $  0.25
                                                  =======            =======
Shares of common stock used to calculate
  earning per share                                14,521             15,072
                                                  =======            =======
</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>

                                                March 31, 2003       December 31, 2002
                                                --------------       -----------------

<CAPTION>
<S>                                                 <C>                    <C>
ASSETS
  Current assets:
    Cash and cash equivalents                      $ 63,807              $ 20,385
    Short-term investments                            5,976                     -
    Accounts receivable, net                         20,553                19,747
    Refundable income tax                             8,209                 6,868
    Inventories                                       5,280                 4,649
    Deferred directory costs                          4,157                 3,657
    Prepaid expenses and other current assets         1,887                 2,325
                                                   --------              --------
      Total current assets                          109,869                57,631

  Property, plant and equipment, net                319,127               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               1,211                 1,260
   Deferred charges and other assets                    752                   343
                                                   --------              --------
                                                     19,207                18,847
                                                   --------              --------
                                                   $448,203              $396,739
                                                   ========              ========

LIABILITIES AND SHAREHOLDERS' EQUITY
  Current liabilities:
    Current portion of long-term debt               $ 5,243               $ 5,779
    Current portion of capital lease
      obligations                                       319                   309
    Accounts payable and other accrued
      liabilities                                     8,124                 7,112
    Estimated shareable earnings obligations         11,228                 9,350
    Advance billings and deferred revenues            9,858                 8,142
    Accrued pension benefits                          7,462                 5,613
    Accrued compensation                              6,199                 4,902
                                                   --------              --------
       Total current liabilities                     48,433                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                   527                   607
  Deferred income taxes                              29,416                26,552
  Other liabilities and deferred revenues             7,350                 8,004
  Commitments and contingencies

</TABLE>


                             See accompanying notes.

<PAGE>



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

<TABLE>

                                             March 31, 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
       March 31, 2003 and December 31, 2002,
       respectively                               158,782              158,567
      Deferred stock-based compensation              (263)                (116)
      Accumulated other comprehensive loss         (1,637)              (1,637)
      Retained earnings                           109,231              112,191
                                                 --------             --------
          Total shareholders' equity              266,113              269,005
                                                 --------             --------
                                                 $448,203             $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>

                                                 Three Months                   Three Months
                                                     Ended                         Ended
                                                March 31, 2003                 March 31, 2002
                                              ------------------             ------------------
<CAPTION>
<S>                                                   <C>                           <C>
Net cash provided by
 operating activities                               $ 20,230                     $ 12,673

Cash flows from investing activities:
  Proceeds from sale of alarm
    monitoring division                                    -                        4,495
  Capital expenditures for property, plant
    and equipment                                    (11,253)                     (10,806)
  Purchases of held-to-maturity investments           (5,976)                        (737)
  Maturities of held-to-maturity investments               -                        1,723
  Changes in deferred charges and other
    assets                                              (409)                          54
                                                     -------                      -------
  Net cash used in investing activities              (17,638)                      (5,271)

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                  (536)                        (536)
  Dividends paid                                      (3,634)                      (3,760)
  Repurchase of common stock                               -                      (10,566)
  Proceeds from exercise of stock options                  -                          429
                                                     -------                      -------
  Net cash provided by (used in)
      financing activities                            40,830                      (14,433)
                                                     -------                      -------
Increase (decrease) in cash and cash
  equivalents                                         43,422                       (7,031)

Cash and cash equivalents at beginning of
  period                                              20,385                       54,520
                                                     -------                      -------
Cash and cash equivalents at end of
  period                                            $ 63,807                     $ 47,489
                                                     =======                      =======

</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.

     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,
     SureWest   Televideo   ("SureWest   Broadband/Residential   Services")  and
     Roseville   Alternative   Company   ("Roseville   Alternative")   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 January 25, 2002,  the Company sold  substantially  all of the assets of
     its  alarm  monitoring  division,  which  was a  component  of the  Telecom
     segment, for approximately  $5,150,  subject to certain future adjustments,
     which are not expected to be material. This sale resulted in a pre-tax gain
     of $4,436  during the first quarter of 2002.  Through  March 31, 2003,  the
     Company had received cash proceeds of $4,995,  of which $4,495 and $500 was
     received  during the first quarter of 2002 and the fourth  quarter of 2001,
     respectively,  related to the sale of the alarm monitoring division assets.
     The alarm monitoring assets consisted  primarily of customer  contracts and
     equipment,  which had a net book value of approximately $355 as of the date
     of the sale. The purchaser of the assets has commenced  litigation  against
     the  Company  relating  to  claims in  connection  with  certain  contracts
     assigned to the  purchaser.  Given the early stages of the litigation it is
     not yet possible to determine its ultimate  outcome.  However,  the Company
     does not believe this litigation will have a material adverse effect on the
     Company's consolidated  financial position or results of operations.  Total
     operating revenues  attributable to the Company's alarm monitoring division
     during the quarter ended March 31, 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  ended  March 31, 2003 and 2002 had the Company
     applied  the fair  value  method  to  account  for  stock-based  awards  to
     employees:
<TABLE>

                                               Quarter ended          Quarter ended
                                               March 31, 2003         March 31, 2002
                                               --------------         --------------
<CAPTION>
                <S>                                     <C>                <C>
         Net income, as reported               $          675         $        5,609
         Add stock-based employee
           compensation expense included in
           the determination of net
           income as reported, net of tax                  41                     42
         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                                    (360)                  (296)
                                               --------------         --------------
         Pro forma net income                  $          356         $        5,355
                                               ==============         ==============
         Basic net income per share:
           As reported                         $         0.05         $         0.37
           Pro forma                           $         0.02         $         0.36
         Diluted net income per share:
           As reported                         $         0.05         $         0.37
           Pro forma                           $         0.02         $         0.36

         Comprehensive Income

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

                                                          Three Months Ended
                                  Cumulative                  March 31,
                                   Amounts              2003              2002
                              ------------------- ----------------- -----------------

        Net income                 $109,231            $    675          $  5,609
        Minimum pension and
          post-retirement
          benefit liability
          adjustment, net of
          income taxes               (1,637)                  -                 -
                                   ---------           --------          --------
        Comprehensive income       $107,594            $    675          $  5,609
                                   =========           =========         ========
</TABLE>



<PAGE>



     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.  Activation
     revenue  previously  deferred  in  connection  with the  cumulative  effect
     adjustment as of January 1, 2000  recognized  for the quarters  ended March
     31, 2003 and 2002 was $128 and $298, respectively.  The net effect of these
     revenues was to increase  net income for the quarters  ended March 31, 2003
     and 2002 by $77 ($0.01 per share) and $178 ($0.01 per share), 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 represents:  cash;
     investments;  property, plant, and equipment and miscellaneous other assets
     not allocated to the 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>

As of and for the
  three months ended                                                        Corporate       Intercompany
  March 31, 2003                   Telecom     Broadband        Wireless    Operations      Eliminations       Consolidated
                                  --------     ---------        --------    ----------      ------------       ------------

<CAPTION>
<S>                                     <C>      <C>              <C>            <C>             <C>                  <C>
Operating revenues
 from external
 customers                        $ 34,595     $   6,331        $  6,503      $      -      $         -        $     47,429
Intersegment revenues                5,523           528             156             -           (6,207)                  -
Operating expenses                  21,475        10,155           7,714             -           (6,207)             33,137
Depreciation and
 amortization                        7,759           849           3,779             -                -              12,387
Income (loss) from
 operations                         10,884        (4,145)         (4,834)            -                -               1,905
Net income                           6,369        (2,594)         (3,100)            -                -                 675
Total assets                      $236,687      $ 56,026        $ 89,312      $ 66,178      $         -        $    448,203

</TABLE>


<PAGE>


<TABLE>


As of and for the
  three months ended                                                        Corporate        Intercompany
  March 31, 2002                   Telecom     Broadband        Wireless    Operations       Eliminations      Consolidated
                                   -------     ---------        --------    ----------       ------------      ------------
<CAPTION>
<S>                                     <C>        <C>             <C>          <C>             <C>                   <C>
Operating revenues
 from external
 customers                         $ 36,336      $  1,789        $ 5,326      $      -       $         -       $     43,451
Intersegment revenues                 3,930            46             92             -            (4,068)                 -
Operating expenses                   20,325         2,738          8,880             -            (4,068)            27,875
Depreciation and
 amortization                         6,586           267          3,594             -                 -             10,447
Income (loss) from
 operations                          13,355        (1,170)        (7,056)            -                 -              5,129
Net income                           10,752          (688)        (4,455)            -                 -              5,609
Total assets                       $241,062      $ 29,532        $92,073      $ 39,791       $         -       $    402,458

</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  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 first quarter 2003 condensed consolidated financial statements.

     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 March 31, 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 first quarter 2003 condensed  consolidated
     financial statements.

     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
     first quarter 2003 condensed consolidated financial statements.

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. For the quarter ended March
     31,  2003,  the  remainder of Roseville  Telephone's  intrastate  shareable
     earnings  obligation  of $294  relating  to the  years  1998  and  1999 was
     returned to the consumers.

     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 quarter ended March 31, 2003.

     As of March 31, 2003, the Company's  condensed  consolidated  balance sheet
     reflected   aggregate   liabilities   of  $11,228   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.

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 March 31, 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 three months  ended March 31, 2003 and 2002,  the fair value of the
     Company's stock-based awards to employees was estimated using the following
     weighted-average assumptions:
<TABLE>

                                               2003                  2002
                                               ----                  ----
<CAPTION>
        <S>                                      <C>                    <C>
       Expected life of options in years        4.0                   5.0
       Volatility                             41.22%                36.77%
       Risk-free interest rate                 2.11%                 4.44%
       Expected dividend yield                 2.50%                 1.67%
</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
within its  service  area,  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 ended March 31, 2003 and 2002:
<TABLE>

Quarter ending March 31,            2003         2002         $Change         %Change
--------------------------------- ---------------------------------------------------
                                                   (Amounts in thousands)
<CAPTION>
<S>                                 <C>         <C>              <C>            <C>
Operating revenues                $47,429      $43,451        $ 3,978             9%
Operating expenses                 33,137       27,875          5,262            19
Depreciation and amortization      12,387       10,447          1,940            19
Operating income                    1,905        5,129         (3,224)          (63)
Net income                        $   675      $ 5,609        $(4,934)          (88)%
</TABLE>

Consolidated  operating revenues increased $4.0 million during the first quarter
of 2003  compared  to the same  period 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  business  in the  third  quarter  of  2002,  3)
continued growth in Business  Broadband  service and 4) increased demand for DSL
services and dedicated  access.  As discussed  more fully in Segment  Results of
Operations, the increase in operating revenues 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 and depreciation and amortization increased $5.3
million  and $1.9  million,  respectively,  during  the  first  quarter  of 2003
compared to the same period in 2002. The increase in operating  expenses was due
primarily  to 1)  increased  expenses  due to the  acquisition  of the  SureWest
Broadband/Residential  Services  business  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 during the first quarter of 2003.
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  the
estimated useful lives primarily  related to wireless  switching and voice email
equipment from five to ten years.


<PAGE>



Segment Results of Operations

Telecom
<TABLE>

Quarter ending March 31,          2003         2002          $Change        %Change
------------------------------------------- ------------ ---------------- -------------
                                                (Amounts in thousands)
<CAPTION>
<S>                            <C>          <C>                 <C>           <C>
Local service                  $14,996      $16,514            $ (1,518)     (9)%
Network access service          13,417       13,302                 115     0.9
Directory advertising            3,838        3,738                 100       3
Long distance service            1,253        1,327                 (74)     (6)
Other                            1,091        1,455                (364)    (25)
Total operating revenues
  from external customers       34,595       36,336              (1,741)     (5)
Intersegment revenues            5,523        3,930               1,593      41
Operating expenses              21,475       20,325               1,150       6
Depreciation and amortization    7,759        6,586               1,173      18
Operating income                10,884       13,355              (2,471)    (19)
Net income                     $ 6,369      $10,752              (4,383)    (41)%
</TABLE>

         Operating revenues

Operating revenues from external customers in the Telecom segment decreased $1.7
million  for the quarter  ended  March 31,  2003  compared to the same period in
2002.  Revenues from  services  subject to  regulation,  which include local and
network access services,  decreased $1.4 million for the quarter ended March 31,
2003  compared to the same period in 2002.  This  decrease 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 $429
thousand  for the quarter  ended  March 31, 2003  compared to the same period in
2002. In addition, this decrease was 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.  These 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  an  intersegment   wholesaling
arrangement  for its digital  subscriber  line ("DSL")  service,  resulting in a
decrease to network access  revenues of $1.5 million during the first quarter of
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 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 $3,273,  net of tax,  ($0.21 per share) in
2000.  Activation revenue previously  deferred in connection with the cumulative
effect  adjustment as of January 1, 2000 recognized for the quarters ended March
31, 2003 and 2002 was $128  thousand and $298  thousand,  respectively.  The net
effect of these revenues was to increase net income for the quarters ended March
31, 2003 and 2002 by $77 thousand ($0.01 per share) and $178 thousand ($0.01 per
share), respectively.

Directory  advertising  revenues  increased  $100 thousand for the quarter ended
March 31, 2003 compared to the same period 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 decreased
$364  thousand for the quarter  ended March 31, 2003 compared to the same period
in 2002.  This decrease was due primarily to 1) the sale of the Company's  alarm
monitoring division during the first quarter of 2002 and 2) a decrease in demand
for the billing and collection function.

        Operating expenses

Operating  expenses  for the  Telecom  segment  increased  $1.2  million for the
quarter  ended March 31,  2003,  compared  to the same  period in 2002.  Cost of
services and products decreased $316 thousand during the quarter ended March 31,
2003  compared  to the same  period in 2002 due to  reduced  spending  for minor
materials and contracted services driven by internal efficiencies.

Customer  operations and selling expense increased $168 thousand for the quarter
ended  March 31,  2003  compared  to the same  period in 2002 due  primarily  to
increases  in  product  advertising   expenses  associated  with  the  directory
advertising business. The Company's pension and post-retirement benefits expense
increased due to decline in the U.S. securities market conditions. Consequently,
the Company's pension and  post-retirement  plans experienced  investment losses
resulting in a decline in the underlying plan assets.

General and administrative expenses increased $1.3 million for the quarter ended
March 31, 2003  compared to the same period in 2002 due  primarily  to increased
labor costs  resulting  from an increase in the size of the Company's  workforce
and an increase in pension and post-retirement benefits as previously discussed.

Depreciation and amortization increased $1.2 million for the quarter ended March
31, 2003  compared  to the same period in 2002 due  primarily  to  additions  to
central office assets and internal-use software.

Certain of the Company's customers have filed for bankruptcy protection in 2002,
the most notable of which was WorldCom, Inc. ("WorldCom"),  which, together with
its affiliates, filed for bankruptcy protection on July 21, 2002. As a result of
the WorldCom  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.  Ultimately,  the Bankruptcy Court
granted to all  utilities  that  provide  post-petition  services  to  WorldCom,
including  the  Company,  an  administrative  expense  priority  claim  for  all
post-petition  services.  Although the Bankruptcy 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 each utility will have a junior superiority  administrative claim
senior  to  other  administrative  claims  and  junior  only  to the  claims  of
WorldCom's  post-petition  lenders.  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 March 31,
2003,  obligations  owed by WorldCom to the Company for  post-petition  services
have been paid on a timely basis.

Revenues from services subject to regulation  constituted  approximately 60% and
69%, of the Company's total operating  revenues for the quarters ended March 31,
2003 and 2002, respectively. Such revenues, 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 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 March 31, 2003 and 2002, respectively,  through reductions of
revenues  related  to  Roseville   Telephone's  estimated  interstate  shareable
earnings  obligations.  During  the year  ended  December  31,  2001,  Roseville
Telephone made payments to certain telecommunications companies aggregating $6.8
million  relating to a portion of these  obligations  (no similar  payments were
made in the first quarter of 2003 or 2002, and the Company is currently  seeking
refunds  of  certain  amounts  paid in  2001;  however,  there is  presently  no
assurance that such amounts are recoverable).

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 March 31, 2003 or results of operations for the three 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 $867  thousand  and $438
thousand relating to estimated  intrastate shareable earnings obligations during
the quarters ended March 31, 2003 and 2002, respectively.

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.  For the quarter ended March 31, 2003, the remainder
of  Roseville  Telephone's  intrastate  shareable  earnings  obligation  of $294
thousand relating to the years 1998 and 1999 was returned to the consumers.

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 quarter ended March 31, 2003.

As of March  31,  2003,  the  Company's  consolidated  balance  sheet  reflected
aggregate  liabilities  of  $11.2  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.




Broadband
<TABLE>
Quarter ending March 31,              2003        2002          $Change       %Change
----------------------------------- ------------- ------------- ------------- -------
                                                     (Amounts in thousands)
<CAPTION>
<S>                                  <C>           <C>           <C>              <C>
Internet service                    $ 3,714       $ 1,338       $ 2,376          178%
Residential broadband service         1,867             -         1,867          100
Business broadband service              750           451           299           66
Total operating revenues
  from external customers             6,331         1,789         4,542          254
Intersegment revenues                   528            46           482        1,048
Operating expenses                   10,155         2,738         7,417          271
Depreciation and amortization            849          267           582          218
Operating loss                       (4,145)       (1,170)       (2,975)        (254)
Net loss                            $(2,594)      $  (688)      $(1,906)        (277)%
</TABLE>

     Operating revenues

Operating revenues from external customers in the Broadband segment increased
$4.5 million for the quarter ended March 31, 2003 compared to the same period in
2002. The increase in Broadband revenues is due in large part to 1) the purchase
of the SureWest Broadband/Residential Service business during the third quarter
of 2002, 2) an increase in residential and business DSL subscribers and 3) the
commencement of an intersegment wholesale DSL service arrangement with Roseville
Telephone in the fourth quarter of 2002.

     Operating expenses

Total operating  expenses for the Broadband  segment  increased $7.4 million for
the quarter  ended March 31, 2003  compared to the same period in 2002.  Cost of
services and products  increased $3.3 million during the quarter ended March 31,
2003 compared to the same period in 2002 due primarily to 1) the purchase of the
SureWest Broadband/Residential Service business during the third quarter of 2002
and 2) increased transport costs.

Customer operations expense, general and administrative expense and depreciation
and  amortization  increased  $1.2  million,  $2.9  million  and $582  thousand,
respectively,  for the quarter  ended March 31, 2003 compared to the same period
in 2002. The increases are primarily due to the 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.

Wireless
<TABLE>

Quarter ending March 31,         2003         2002         $Change      %Change
------------------------------- ------------ ------------- ------------- -------
                                               (Amounts in thousands)
<CAPTION>
<S>                               <C>         <C>            <C>          <C>
Wireless revenues
  from external customers       $ 6,503      $ 5,326       $ 1,177         22%
Intersegment revenues               156           92            64         70
Operating expenses                7,714        8,880        (1,166)       (13)
Depreciation and
 amortization                     3,779        3,594           185          5
Operating loss                   (4,834)      (7,056)        2,222         32
Net loss                        $(3,100)     $(4,455)      $ 1,355         30%
</TABLE>


     Operating revenues

Operating  revenues from external  customers in the Wireless  segment  increased
$1.2 million for the quarter  ended March 31, 2003,  compared to the same period
in 2002.  The  increase in Wireless  revenues is due  primarily  to 1) continued
additions  to the  customer  base,  with an 23%  overall  increase  in  wireless
subscribers  based on average  subscriber  counts 2) increased long distance and
roaming,  3) the introduction of new features and 4) a decrease in uncollectible
revenues attributable to fewer write-offs and higher recoveries.

     Operating expenses

Total operating expenses for the Wireless segment decreased $1.2 million for the
quarter  ended March 31,  2003,  compared  to the same  period in 2002.  Cost of
services and products decreased $178 thousand during the quarter ended March 31,
2003  compared  to the  same  period  in 2002 due  primarily  to a  decrease  in
equipment  costs due to a first quarter 2002 promotion  including free equipment
with the activation of service and the purchase of a handset,  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 subscribers taking the feature
and fewer  claims  submitted.  This  decrease was offset in part by 1) increased
interconnect  usage  associated  with the increase in subscriber  base and 2) an
increase in long distance expense due to an 18% increase in minutes of use.

Customer  operations and selling expense decreased $860 thousand for the quarter
ended  March 31,  2003  compared  to the same  period in 2002 due  primarily  to
decreased  dealer  commissions  and costs  related to the  customer  service and
subscriber billing functions.

     Depreciation and amortization

Depreciation  and  amortization  increased  $185  thousand for the quarter ended
March 31, 2003 compared to the same period 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 the estimated useful lives primarily
related to wireless  switching and voice mail  equipment from five to ten years.
This change in accounting estimate resulted in decreased depreciation expense of
$243 thousand for the quarter ended March 31, 2003.

Non-operating Items

     Interest income and expense, net

Interest  expense  increased during the quarter ended March 31, 2003 compared to
the same period in 2002 due to the  interest on  short-term  borrowings  and the
Company's  issuance late in the current year quarter of its  unsecured  Series B
Senior Notes ("Series B Notes").  Interest income decreased due to lower average
invested  balances  during the first quarter of 2003 compared to the same period
in 2002.

     Income taxes

Income  taxes for the  quarter  ended March 31,  2003,  decreased  $3.3  million
compared  to the same  period in 2002,  due  primarily  to a decrease  in income
subject  to  tax.  The  effective  federal  and  state  income  tax  rates  were
approximately 40.2% for the quarters ended March 31, 2003 and 2002.

                         Liquidity and Capital Resources

As reflected in the Condensed  Consolidated  Statements of Cash Flows,  net cash
provided by operating  activities  was $20.2  million and $12.7  million for the
quarters  ended  March 31,  2003 and 2002,  respectively.  Net cash  provided by
operating  activities  in the quarter  ended March 31, 2003 was greater than net
income of $675  thousand  due to  increases  in 1) non-cash  charges  consisting
principally  of  depreciation  and  amortization,  2)  accrued  liabilities,  3)
liabilities related to estimated shareable earnings  obligations and 4) deferred
revenues.  During the quarter ended March 31, 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 $11.3  million
pertaining to ongoing plant construction projects, 2) dividends of $3.6 million,
3)  principal  payments  of $536  thousand 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  $49.8
million,  2) scheduled payments of long-term debt of $5.2 million, 3) support of
the operations of SureWest  Broadband/Residential  Services up to an anticipated
$3.2 million and 4) support of the  operations of SureWest  Wireless of up to an
anticipated $4.3 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 March 31, 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 March 31, 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 March 31, 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 expires in July 2003, and
the  Company has a minimum  remaining  aggregate  long  distance  service  usage
commitment of  approximately  $160 thousand as of March 31, 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.
Rates for the  services  that will be 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 January 25,  2002,  the Company sold  substantially  all of the assets of its
alarm monitoring  division,  which was a component of the Telecom  segment,  for
approximately $5.2 million, subject to certain future adjustments, which are not
expected to be  material.  This sale  resulted in a pre-tax gain of $4.4 million
during the first  quarter of 2002.  Through  March 31,  2003,  the  Company  has
received cash proceeds of $5.0 million,  of which $4.5 million and $500 thousand
was received  during the first  quarter of 2002 and the fourth  quarter of 2001,
respectively,  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 has commenced  litigation  against the Company
relating  to  claims  in  connection  with  certain  contracts  assigned  to the
purchaser.  Given the early stages of the litigation,  it is not yet possible to
determine  its  ultimate  outcome.  However,  the Company  does not believe this
litigation  will have a material  adverse  effect on the Company's  consolidated
financial   position  or  results  of  operations.   Total  operating   revenues
attributable to the Company's alarm monitoring division during the quarter ended
March 31,  2002 were $279  thousand  (none  during the  quarter  ended March 31,
2003).

The Company had cash, cash  equivalents and short-term  investments at March 31,
2003, of $69.8 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  in 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.

                   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
     March 31, 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 first quarter 2003
     condensed consolidated financial statements.

     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 March 31, 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 first quarter 2003 condensed  consolidated
     financial statements.

     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
     first quarter 2003 condensed consolidated financial statements.


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

Changes in Internal Controls

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


<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 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.  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 reduction 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 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 March 12,  2003  relating to the
     announcement of fourth quarter and full year 2002 financial results.

     The  Company  filed a report on Form 8-K on March 13, 2003  announcing  the
     completion of a note purchase  agreement in connection with the issuance of
     its unsecured  Series B Senior Notes in the aggregate  principal  amount of
     $60,000,000.




<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, 2000 (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)                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 (i)                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 (j)                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 (k)                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(l)                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)

99(a)                 Certification of Brian H. Strom, President and Chief          Filed herewith       35
                      Executive Officer, pursuant to 18 U.S.C. Section 1350, as
                      adopted pursuant to Section 906 of the Sarbanes-Oxley Act
                      of 2002

99(b)                 Certification of Michael D. Campbell, Executive Vice          Filed herewith       36
                      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: May 1, 2003       By:          /s/BRIAN H. STROM
                                     ----------------------------------------
                                     Brian H. Strom,
                                     President and Chief
                                     Executive Officer



Date: May 1, 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: May 1, 2003         By:         ___________________________
                                      Brian H. Strom,
                                      President and Chief
                                      Executive Officer



Date: May 1, 2003          By:        ___________________________
                                      Michael D. Campbell,
                                      Executive Vice President
                                      and Chief Financial Officer

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

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


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

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

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

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

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

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

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

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

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

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

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


                                     Date: May 1, 2003
                                     /s/Brian H. Strom
                                     President and Chief Executive Officer



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

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

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

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

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

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

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

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

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

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

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

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

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


                              Date: May 1, 2003
                              /s/Michael D. Campbell
                              Executive Vice President and
                              Chief Financial Officer


<PAGE>



                                 EXHIBIT 99 (a)

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


In  connection  with  the  Quarterly  Report  of  SureWest  Communications  (the
"Company"),  on Form 10-Q for the period  ended March 31, 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: May 1, 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 99(b)

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

In  connection  with  the  Quarterly  Report  of  SureWest  Communications  (the
"Company"),  on Form 10-Q for the period  ended March 31, 2003 as filed with the
Securities  and  Exchange  Commission  of the date  hereof (the  "Report"),  the
undersigned,  as the Chief Executive  Officer on the Company,  hereby  certifies
pursuant to 18 U.S.C.  Section 1350,  as adopted  pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:

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

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

                                 Date: May 1, 2003

                                 /s/Michael Campbell
                                 Michael 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.