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 September 30, 2003

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

                          Commission File Number 0-556

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

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

200 Vernon Street, Roseville, California                     95678
----------------------------------------              --------------------------
  (Address of principal executive offices)                            (Zip Code)

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

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

                        Common Stock - Without Par Value
                                (Title of class)

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

                                    Yes X    No

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act).

                                    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 November 3, 2003, 14,541,488 shares of the registrant's Common Stock were
outstanding.



<PAGE>





<TABLE>
                                TABLE OF CONTENTS

Page

PART I.  FINANCIAL INFORMATION
<CAPTION>
<S>                                                      <C>                                                                <C>

Item 1.       Condensed Consolidated Financial Statements (unaudited)....................................................     3

              Notes To Condensed Consolidated Financial Statements.......................................................     6

Item 2.       Management's Discussion And Analysis of Financial Condition and Results of Operations......................    14

Item 4.       Controls And Procedures....................................................................................    27

 PART II.  OTHER INFORMATION

Item 1.       Legal Proceedings.........................................................................................     28

Item 6.       Exhibits And Reports On Form 8-K...........................................................................    30


SIGNATURES...............................................................................................................    34


CERTIFICATIONS...........................................................................................................    36

</TABLE>




<PAGE>

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


<TABLE>
                                                           Quarter Ended September 30,        Nine Months Ended September 30,
                                                             2003              2002             2003                2002
                                                           ---------------------------        -------------------------------
<CAPTION>
        <S>                                                       <C>            <C>             <C>               <C>
   Operating revenues:
      Local service                                         $ 16,021         $ 16,592          $ 47,309         $ 49,542
      Network access service                                  12,035           19,261            39,436           45,406
      Directory advertising                                    3,792            3,600            11,335           10,954
      Long distance service                                    1,293            1,394             3,803            4,053
      Wireless service                                         6,995            5,790            20,184           17,059
      Internet service                                         4,068            1,751            11,739            4,512
      Residential broadband service                            2,454            1,357             6,597            1,357
      Business broadband service                                 927              605             2,594            1,634
      Other                                                    1,317            1,250             3,623            3,652
                                                            --------         --------          --------         --------
        Total operating revenues                              48,902           51,600           146,620          138,169

   Operating expenses:
     Cost of services and products                            15,242           15,247            43,894           43,711
     Customer operations and selling                           8,488            8,911            25,577           24,242
     General and administrative                                8,611            8,473            28,218           21,597
     Depreciation and amortization                            12,884           11,943            37,782           33,417
                                                            --------         --------          --------         --------
        Total operating expenses                              45,225           44,574           135,471          122,967
                                                            --------         --------          --------         --------

   Income from operations                                      3,677            7,026            11,149           15,202

   Other income (expense):
     Interest income                                             104               60               541              488
     Interest expense                                         (1,242)            (535)           (3,336)          (1,234)
     Gain on sale of alarm monitoring assets                       -                -                 -            4,435
     Other, net                                                    2             (131)              (54)            (238)
                                                            --------         --------          --------         --------
        Total other (expense) income, net                     (1,136)            (606)           (2,849)           3,451
                                                            --------         --------          --------         --------

   Income before income taxes                                  2,541            6,420             8,300           18,653

   Income taxes                                                1,039            2,568             3,410            7,489
                                                            --------         --------          --------         --------

   Net income                                               $  1,502         $  3,852          $  4,890         $ 11,164
                                                            ========         ========          ========         ========

   Basic and diluted earnings per share (1)                 $   0.10         $   0.26          $   0.34         $   0.75
                                                            ========         ========          ========         ========

   Cash dividends per share (2)                             $   0.25         $   0.25          $   0.75         $   0.75
                                                            ========         ========          ========         ========

   Shares of common stock used to calculate earnings
     per share                                                14,521           14,534            14,521           14,870
                                                            ========         ========          ========         ========
</TABLE>

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

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




                             See accompanying notes.

<PAGE>



                             SUREWEST COMMUNICATIONS
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)
                             (Amounts in thousands)
<TABLE>
                                                                                      September 30,   December 31,
                                                                                          2003           2002
                                                                                      -------------   ------------
<CAPTION>
        <S>                                                                                 <C>                 <C>
     ASSETS
     Current assets:
        Cash and cash equivalents                                                         $  40,298        $  20,385
        Short-term investments                                                               11,942                -
        Accounts receivable, net                                                             20,152           19,747
        Refundable income taxes                                                               5,692            6,868
        Inventories                                                                           6,603            4,649
        Deferred directory costs                                                              4,435            3,657
        Prepaid expenses and other current assets                                             3,415            2,325
                                                                                           --------         --------
          Total current assets                                                               92,537           57,631

     Property, plant and equipment, net                                                     333,662          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                            685            1,260
        Deferred charges and other assets                                                       688              343
                                                                                          ---------        ---------
                                                                                             18,617           18,847
                                                                                          ---------        ---------
                                                                                          $ 444,816        $ 396,739
                                                                                          =========        =========

     LIABILITIES AND SHAREHOLDERS' EQUITY
      Current liabilities:
        Current portion of long-term debt                                                 $   4,172        $   5,779
        Current portion of long-term capital lease obligations                                  319              309
        Accounts payable and other accrued liabilities                                        9,236            7,112
        Estimated shareable earnings obligations                                             12,920            9,350
        Advance billings and deferred revenues                                                9,659            8,142
        Accrued pension benefits                                                              5,273            5,613
        Accrued compensation                                                                  5,728            4,902
                                                                                           --------         --------
          Total current liabilities                                                          47,307           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                                                        372              607
     Deferred income taxes                                                                   29,855           26,552
     Other liabilities and deferred revenues                                                  7,757            8,004
     Commitments and contingencies

     Shareholders' equity:
        Common stock, without par value; 100,000 shares authorized, 14,537 and
          14,529 shares issued and outstanding at September 30, 2003 and
          December 31, 2002, respectively                                                   158,771          158,567
        Deferred stock-based compensation                                                      (151)            (116)
        Accumulated other comprehensive loss                                                 (1,637)          (1,637)
        Retained earnings                                                                   106,178          112,191
                                                                                          ---------        ---------
          Total shareholders' equity                                                        263,161          269,005
                                                                                          ---------        ---------
                                                                                          $ 444,816        $ 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>

                                                                                      Nine Months Ended September 30,
                                                                                          2003              2002
                                                                                      ---------------- --------------
<CAPTION>
        <S>                                                                                  <C>                <C>
    Net cash provided by operating activities                                            $  50,830         $  28,601

    Cash flows from investing activities:
       Purchase of substantially all of the assets of Western Integrated
         Networks, LLC                                                                         (62)          (12,277)
       Proceeds from sale of alarm monitoring division                                           -             4,495
       Capital expenditures for property, plant and equipment                              (51,013)          (34,761)
       Purchases of short-term investments                                                 (47,363)                -
       Maturities of held-to-maturity investments                                           35,421             1,723
       Changes in deferred charges and other assets                                            (31)              633
                                                                                         ---------         ---------
         Net cash used in investing activities                                             (63,048)          (40,187)

     Cash flows from financing activities:
       Increase in short-term borrowings                                                         -            15,000
       Repayment of short-term borrowings                                                  (15,000)                -
       Proceeds from long-term debt                                                         60,000                 -
       Principal payments of long-term debt                                                 (1,607)           (1,606)
       Debt issuance costs                                                                    (359)                -
       Dividends paid                                                                      (10,903)          (11,120)
       Repurchase of common stock                                                                -           (29,463)
       Proceeds from exercise of stock options                                                   -               896
                                                                                         ---------         ---------
         Net cash provided by (used in) financing activities                                32,131           (26,293)
                                                                                         ---------         ---------

    Increase (decrease) in cash and cash equivalents                                        19,913           (37,879)

    Cash and cash equivalents at beginning of period                                        20,385            54,520
                                                                                         ---------         ---------

    Cash and cash equivalents at end of period                                           $  40,298         $  16,641
                                                                                         =========         =========

</TABLE>



                             See accompanying notes.

<PAGE>


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

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The condensed consolidated financial statements of SureWest  Communications (the
"Company") have been prepared in accordance with accounting principles generally
accepted in the United States for interim financial  information and pursuant to
the rules and regulations of the Securities and Exchange Commission (the "SEC").
In the  opinion  of  management,  all  adjustments  (consisting  only of  normal
recurring adjustments) considered necessary for fair presentation of the results
for the  interim  periods  shown have been  included.  Certain  information  and
footnote  disclosures  normally included in annual financial statements prepared
in accordance with accounting principles generally accepted in the United States
have been condensed or omitted  pursuant to such SEC rules and  regulations  and
accounting principles  applicable for interim periods.  Management believes that
the  disclosures  made  are  adequate  to make  the  information  presented  not
misleading.  These condensed consolidated financial statements should be read in
conjunction  with  the  consolidated  financial  statements  and  notes  thereto
included in the Company's 2002 Annual Report on Form 10-K filed with the SEC.

The Company is a holding  company with  wholly-owned  subsidiaries  that provide
integrated communications services. The Company's principal operating subsidiary
is SureWest Telephone (formerly known as Roseville Telephone Company).  SureWest
Directories,  SureWest Long Distance  (formerly known as Roseville Long Distance
Company),   SureWest   Broadband,   SureWest  Wireless  and  SureWest  Televideo
("SureWest   Broadband/Residential  Services")  are  each  subsidiaries  of  the
Company.  The  Company  expects  that the sources of its  revenues  and its cost
structure may be different in future periods, both as a result of its entry into
new  communications  markets  and  competitive  forces in each of the markets in
which the Company has operations.

Effective  October  27,  2003,  the Company  changed the names of the  remaining
subsidiaries  that did not bear the  SureWest  name.  The name  change  affected
Roseville Telephone Company, now SureWest Telephone, and Roseville Long Distance
Company, now SureWest Long Distance.

During the quarter ended  September 30, 2003, the Company entered into a 20-year
nonmonetary  transaction  with a third party  involving  the exchange of certain
fiber  optic  capacity  and  collocation   rights.   Because  this   nonmonetary
transaction  did not  represent  the  culmination  of an  earnings  process,  no
revenues  or expenses  have been or will be recorded by the Company  pursuant to
this transaction.  In addition,  there was no indicated loss on this exchange of
productive rights.

On July 12,  2002,  the  Company  purchased  substantially  all of the assets of
Western Integrated Networks, LLC and certain affiliates (collectively, "WIN") in
a transaction  supervised by the United States Bankruptcy Court for the District
of Colorado.  The purchase  price for the assets of WIN consisted of (i) $12,000
in cash,  (ii)  direct  acquisition  costs of $622 and (iii) the  assumption  of
certain current liabilities aggregating $4,717 relating principally to executory
contracts and capital lease obligations.

Prior to July 12, 2003, the Company obtained  additional  information  regarding
the fair values of certain  assets  acquired and  liabilities  assumed from WIN.
Accordingly,  the Company prospectively  adjusted the preliminary purchase price
allocation  in  connection  with the  preparation  of its  second  quarter  2003
condensed consolidated financial statements.  The following table summarizes the
estimated fair values of the assets acquired and liabilities assumed at the date
of acquisition,  July 12, 2002,  based on the Company's final  allocation of the
aforementioned purchase price:


<TABLE>
<CAPTION>
        <S>                                                             <C>
         Accounts receivable, net                                    $    615
         Equipment held for sale                                        2,573
         Other current assets                                             931
         Property, plant and equipment                                 12,327
         Intangible asset relating to favorable operating leases          893
                                                                     --------
              Total assets acquired                                    17,339
         Current liabilities assumed under executory contracts          3,483
         Liabilities assumed under capital lease obligations            1,064
         Other liabilities                                                170
                                                                     --------
            Total liabilities assumed                                   4,717
                                                                     --------
            Net assets acquired                                      $ 12,622
                                                                     ========
</TABLE>

On January 25,  2002,  the Company sold  substantially  all of the assets of its
alarm monitoring  division,  which was a component of the Telecom  segment,  for
approximately  $5,150.  This sale  resulted in a pre-tax  gain of $4,435  during
2002.  Through  September  30, 2003,  the Company had received  cash proceeds of
$4,995,  of which  $4,495  and $500 were  received  during  2002 and the  fourth
quarter of 2001,  respectively.  The alarm monitoring assets consisted primarily
of customer contracts and equipment, which had a net book value of approximately
$355  as of the  date  of the  sale.  The  purchaser  of  the  assets  commenced
litigation  against the Company  relating to claims  under the asset  agreement,
generally in connection  with certain  contracts  assigned to the purchaser.  On
July 17, 2003,  the Company and the  purchaser  settled the  litigation  and the
Company agreed to pay the purchaser $375. Accordingly,  the Company accrued this
settlement  liability  as of June 30,  2003  through  a charge  to  general  and
administrative expense for the three months ended June 30, 2003 and subsequently
paid the settlement  during the third quarter of 2003. Total operating  revenues
attributable to the Company's alarm  monitoring  division during the quarter and
year to date periods ended September 30, 2002 were $279 (none in 2003).

On May 17, 2002,  the Company's  shareholders  approved a proposal to change the
Company's state of incorporation from California to Delaware.  In addition,  the
shareholders  approved an increase of the Company's authorized common stock from
100  million  shares to 200  million  shares  with a par value of $0.01 and also
authorized 10 million shares of preferred  stock with a par value of $0.01.  The
reincorporation is anticipated to occur in 2003.

Stock-based Compensation

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

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

<TABLE>
<CAPTION>
                                                 Quarter Ended September 30,      Nine Months Ended September 30,
                                                    2003             2002              2003              2002
                                                 ----------------------------     -------------------------------
  <S>                                                   <C>              <C>             <C>             <C>
  Net income, as reported                         $   1,502        $   3,852        $   4,890         $  11,164
  Add stock-based employee compensation
    expense included in the determination of
    net income as reported, net of tax                   24               22              100                94
  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                  (324)            (332)          (1,030)             (944)
                                                  ----------       ----------       ---------         ----------
  Pro forma net income                            $   1,202        $   3,542        $   3,960         $  10,314
                                                  ==========       ==========       =========         ==========

  Basic and diluted net income per share:
    As reported                                   $    0.10        $    0.26        $    0.34         $    0.75
    Pro forma                                     $    0.08        $    0.24        $    0.27         $    0.69
</TABLE>

Pro Forma Stock-based Compensation Information

Pro forma  information  regarding the results of  operations  and net income per
share 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 and the assumptions
listed below.

The Black-Scholes option valuation model was developed for use in estimating the
fair value of traded  options  that have no vesting  restrictions  and are fully
transferable. In addition, the Black-Scholes option valuation model requires the
input of highly  subjective  assumptions,  including  the  expected  life of the
option.

For the  quarters and nine months ended  September  30, 2003 and 2002,  the fair
value of the Company's  stock-based  awards to employees was estimated using the
following weighted-average assumptions:
<TABLE>
<CAPTION>
                                            Quarter Ended September 30,           Nine Months Ended September 30,
                                               2003              2002             2003                2002
                                            ---------------------------           -------------------------------

        <S>                                     <C>             <C>                <C>              <C>
  Expected life of options in years             -                 3.8               4.0              4.1
  Volatility                                    -               40.34%            42.48%           39.34%
  Risk-free interest rate                       -                2.45%             1.79%            3.02%
  Expected dividend yield                       -                2.21%             2.50%            2.07%

</TABLE>

<PAGE>
Comprehensive Income

Significant components of the Company's comprehensive income (loss) are as
follows:
<TABLE>
<CAPTION>
                                                                                           Nine Months Ended
                                 Cumulative       Quarter Ended September 30,                September 30,
                                  Amounts            2003              2002             2003              2002
                                 -----------      ---------------------------         --------------------------
 <S>                                    <C>             <C>              <C>             <C>             <C>
 Net income                        $ 106,178      $   1,502         $   3,852         $   4,890        $  11,164
 Minimum pension and
   post-retirement benefit
   liability adjustment, net
   of income taxes                    (1,637)             -                 -                 -                -
                                   ---------      ---------         ---------         ---------        ---------
 Comprehensive income              $ 104,541      $   1,502         $   3,852         $   4,890        $  11,164
                                   =========      =========         =========         =========        =========
</TABLE>
Cumulative Effect of Change in Accounting Principle

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

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

         Three Months Ended:
           March 31, 2003                     $128
           June 30, 2003                      $114
           September 30, 2003                  $96
           March 31, 2002                     $298
           June 30, 2002                      $251
           September 30, 2002                 $212

The net  effect of these  revenues  in 2003 was to  increase  net  income in the
three-month  periods  ended March 31, June 30, and  September 30 by $75, $68 and
$57, respectively.

The net  effect of these  revenues  in 2002 was to  increase  net  income in the
three-month  periods ended March 31, June 30, and September 30 by $178, $150 and
$127, respectively.

Adjustments and Reclassifications

Certain  amounts  in  the  Company's  2002  condensed   consolidated   financial
statements have been adjusted to eliminate  certain  intercompany  accounts that
were not previously eliminated.  These adjustments pertained to 1) the Company's
2002 accounts  receivable  and accounts  payable  balances and 2) certain of the
Company's 2002 revenue and expense  balances.  However,  such adjustments had no
effect on the Company's condensed  consolidated  working capital,  shareholders'
equity,  income from  operations or net income in prior periods.  The respective
balances  as of  December  31,  2002 and for the  three  and nine  months  ended
September 30, 2002, as previously reported and adjusted are as follows:

                                              As of December 31, 2002
                                         Previously Reported     Adjusted
                                         --------------------------------
Accounts receivable, net                    $21,128               $19,747
Accounts payable                            $ 8,493               $ 7,112
<TABLE>
<CAPTION>
                                         Three Months Ended September 30, 2002           Nine Months Ended September 30, 2002
                                         Previously Reported      Adjusted                 Previously Reported    Adjusted
                                         -------------------------------------           ------------------------------------
<S>                                              <C>               <C>                       <C>                     <C>
Operating Revenues:
  Local service                             $16,918               $16,592                 $ 50,479                $  49,542
  Network access service                     19,321                19,261                   45,524                   45,406
  Wireless service                            5,917                 5,790                   17,377                   17,059
  Directory advertising                       3,600                 3,600                   10,954                   10,954
  Nonregulated sales and service              1,502                 1,431                    4,140                    3,953
  Other                                       5,088                 4,926                   11,629                   11,255
                                            -------               -------                 --------                 --------
Total Operating Revenues                    $52,346               $51,600                 $140,103                 $138,169
                                            =======               =======                 ========                 ========
Operating Expenses:
  Cost of services and products             $16,096               $15,247                  $44,694                  $43,711
  Customer operations and selling             8,578                 8,911                   24,593                   24,242
  General and administrative                  8,703                 8,473                   22,197                   21,597
  Depreciation and amortization              11,943                11,943                   33,417                   33,417
                                            -------               -------                 --------                 --------
Total Operating Expenses                    $45,320               $44,574                 $124,901                 $122,967
                                            =======               =======                 ========                 ========
</TABLE>
Certain  amounts  in  the  Company's  2002  condensed   consolidated   financial
statements  have  been  reclassified  to  conform  to  the  presentation  of the
Company's 2003 condensed consolidated financial statement presentation following
the restructuring of the Company's reportable business segments.

2. BUSINESS SEGMENTS

The  Company  has  three  reportable   business   segments:   Telecommunications
("Telecom"),  Broadband  and  Wireless.  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.  SureWest  Telephone,  which is the  principal
operating  subsidiary of the Telecom segment,  provides local and toll telephone
services,  network access services, billing and collection services, and certain
non-regulated services.  SureWest Directories publishes and distributes SureWest
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
SureWest  Telephone's  service  areas.  SureWest  Long  Distance  provides  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 SureWest  Telephone's  service area. The Broadband
segment  includes the  Company's  subsidiaries  SureWest  Broadband and SureWest
Broadband/Residential  Services.  SureWest Broadband is comprised, in part, of a
division  of  SureWest  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.  Corporate operations
are allocated to the appropriate segment except for: cash; investments;  certain
property,  plant,  and  equipment and  miscellaneous  other assets which are not
allocated to the segments.  However,  the investment income associated with cash
and investments  held by Corporate  Operations is included in the results of the
operations of the Company's  segments.  The Company evaluates the performance of
its segments based on income (loss) from operations.

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>
<CAPTION>
                                                                                                    Corporate     Intercompany
                                       Telecom       Broadband       Wireless       Operations     Eliminations   Consolidated
                                       -------       ---------       --------       ----------     ------------   ------------
<S>                                      <C>            <C>              <C>             <C>             <C>             <C>
For the three months ended
  September 30, 2003:
Operating revenues from external
  customers                         $    34,458     $     7,449    $     6,995     $         -   $          -     $    48,902
Intersegment revenues                     5,760             456            169               -         (6,385)              -
Operating expenses                       19,676          10,421          8,629               -         (6,385)         32,341
Depreciation and amortization             7,811           1,148          3,925               -              -          12,884
Income (loss) from operations            12,731          (3,664)        (5,390)              -              -           3,677
Net income (loss)                   $     7,500     $    (2,546)   $    (3,452)    $         -   $          -     $     1,502

For the three months ended
  September 30, 2002:
Operating revenues from external
  customers                         $    42,097     $     3,714    $     5,789     $         -    $         -     $    51,600
Intersegment revenues                     3,976             720            128               -         (4,824)              -
Operating expenses                       21,268           7,544          8,643               -         (4,824)         32,631
Depreciation and amortization             7,212             864          3,867               -              -          11,943
Income (loss) from operations            17,593          (3,974)        (6,593)              -              -           7,026
Net income (loss)                   $    10,423     $    (2,402)   $    (4,169)    $         -    $         -     $     3,852

As of and for the nine months ended
  September 30, 2003:
Operating revenues from external
  customers                         $   105,506     $    20,930    $    20,184     $         -    $         -     $   146,620
Intersegment revenues                    17,150           1,238            471               -        (18,859)              -
Operating expenses                       61,147          30,965         24,436               -        (18,859)         97,689
Depreciation and amortization            23,261           2,962         11,559               -              -          37,782
Income (loss) from operations            38,248         (11,759)       (15,340)              -              -          11,149
Net income (loss)                        22,596          (7,867)        (9,839)              -              -           4,890
Total assets                        $   568,025     $    96,891    $   132,605     $    61,043    $  (413,748)    $   444,816

As of and for the nine months ended
  September 30, 2002:
Operating revenues from external
  customers                         $   113,607     $     7,504    $    17,058     $         -    $         -     $   138,169
Intersegment revenues                    11,687             837            319               -        (12,843)              -
Operating expenses                       63,652          13,303         25,438               -        (12,843)         89,550
Depreciation and amortization            20,724           1,504         11,189               -              -          33,417
Income (loss) from operations            40,918          (6,466)       (19,250)              -              -          15,202
Net income (loss)                        27,243          (3,851)       (12,228)              -              -          11,164
Total assets                        $   510,796     $    59,188    $   132,452     $    12,495    $  (314,408)    $   400,523
</TABLE>


3. RECENT ACCOUNTING PRONOUNCEMENTS

On May 15, 2003,  the  Financial  Accounting  Standards  Board  ("FASB")  issued
Statement of Financial  Accounting  Standards ("SFAS") No. 150,  "Accounting for
Certain  Financial  Instruments  with  Characteristics  of Both  Liabilities and
Equity." SFAS No. 150  establishes  standards for  classifying  and measuring as
liabilities certain financial  instruments that embody obligations of the issuer
and have  characteristics  of both  liabilities and equity,  such as mandatorily
redeemable equity instruments. The adoption of SFAS No. 150 had no effect on the
Company's condensed  consolidated financial position as of September 30, 2003 or
the  condensed  consolidated  results of its  operations  for the three and nine
months then ended.

In January 2003, the FASB issued  Interpretation  ("FIN") No. 46, "Consolidation
of Variable  Interest  Entities,"  and  interpretation  of  Accounting  Research
Bulletin ("ARB") No. 51, "Consolidated Financial Statements." FIN No. 46 applies
to  any  business  enterprise  that  has  a  controlling  interest,  contractual
relationship  or other business  relationship  with a variable  interest  entity
("VIE") and establishes  guidance for the consolidation of VIEs that function to
support the activities of the primary  beneficiary.  The Company believes it has
no investments in, or contractual or other business  relationships  with,  VIEs.
Therefore,  the  pending  adoption  of FIN No. 46 is not  expected to effect the
Company's consolidated financial statements.

In July 2002,  the FASB issued SFAS No. 146,  "Accounting  for Costs  Associated
with an Exit or Disposal Activity." SFAS No. 146 revises the accounting for exit
and disposal  activities  under  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  condensed  consolidated  financial  statements as of and for the
quarter and nine-month period ended September 30, 2003.

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

In August 2001, the FASB issued SFAS No. 143,  "Accounting for Asset  Retirement
Obligations."  SFAS No. 143 requires  that the fair value of a liability  for an
asset retirement  obligation be recognized in the period in which it is incurred
if a  reasonable  estimate  of fair  value  can be made.  The  associated  asset
retirement  costs  are  capitalized  as  part  of  the  carrying  amount  of the
long-lived  asset.  The  Company  adopted  SFAS No. 143 on January 1, 2003.  The
adoption of this new  standard did not have a material  effect on the  Company's
condensed  consolidated  financial  statements  as of and  for the  quarter  and
nine-month period ended September 30, 2003.

In October  2002,  the FASB's EITF reached a consensus on EITF Issue No.  00-21,
"Accounting for Revenue  Arrangements  with Multiple  Deliverables."  Under EITF
Issue No. 00-21, revenue arrangements with multiple deliverables are required to
be divided into separate units of accounting  under certain  circumstances.  The
Company  adopted EITF Issue No. 00-21 on a  prospective  basis for  arrangements
entered into after June 30, 2003.  The Company has  determined  that the sale of
its wireless  handsets and the associated phone service provided by the Wireless
segment  should be considered  separate  units of  accounting  under EITF 00-21.
Accordingly, beginning on July 1, 2003, the Company began applying EITF 00-21 to
all wireless  handset  sales below cost,  which  approximates  fair value in the
absence of an activation  "subsidy," and it receives an up-front fee of any kind
(e.g., a service  activation  fee). The application of EITF 00-21 will result in
the immediate recognition of all or a portion of such up-front fees as equipment
sales revenue.  Additionally,  if the Company  activates  wireless service for a
customer,  but does not  concurrently  provide the customer with a handset,  any
up-front  fees  received  will  continue to be deferred and  amortized  over the
expected term of the customer relationship,  in accordance with SAB No. 101. The
Company  provides a general  right of return within the first 30 days of service
for a 100% refund of the handset cost. The estimated  equipment return allowance
associated with this right of return is not material to the equipment revenue of
the  Wireless  segment.  The  adoption  of EITF  Issue No.  00-21 did not have a
material effect on the Company's condensed  consolidated financial statements as
of and for the quarter and nine-month period ended September 30, 2003.

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

4. ESTIMATED SHAREABLE EARNINGS OBLIGATIONS

SureWest  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  ("P.U.C.").
Beginning in January 2002,  SureWest  Telephone began paying a consumer dividend
for  intrastate  overearnings  relating to the years 1998 and 1999. A portion of
the  consumer's  intrastate  service  charges  was  returned  in the  form  of a
surcredit  beginning  in  January  2002 and  ending in  January  2003,  totaling
approximately  $4,600 (of which  $294 was  returned  during  January  2003).  In
September  2003,  the  P.U.C.  issued  a  draft  resolution  requiring  SureWest
Telephone  to pay a  consumer  dividend  for  intrastate  overearnings  totaling
approximately  $483  relating  to the year  2002.  A portion  of the  consumer's
intrastate  service  charges will be returned to the consumer's in the form of a
surcredit over  approximately  two months  beginning  November 1, 2003,  pending
final resolution of the draft resolution.

As a result of  periodic  cost  separation  studies,  the  Company  changed  its
estimates  for a portion  of  SureWest  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  and  third  quarters  of 2003.  These  changes  in  accounting  estimates
decreased  the  Company's  consolidated  revenues by $277 and net income by $166
($0.01 per share)  during the first  quarter of 2003 and increased the Company's
consolidated  revenues  and  net  income  by $246  and  $145  ($0.01per  share),
respectively,  during  the third  quarter  of 2003.  For the nine  months  ended
September  30,  2003,  these  changes  in  accounting  estimates  decreased  the
Company's consolidated revenues by $31 and net income by $21, respectively.

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

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

As of September 30, 2003,  the Company's  condensed  consolidated  balance sheet
reflected  aggregate  liabilities  of $12,920  relating to SureWest  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,
SureWest  Telephone's  interstate shareable earnings obligations lapse over time
if SureWest 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 September 30, 2003.

7. CONTINGENCIES

The Company is subject to certain  legal and  regulatory  proceedings,  Internal
Revenue  Service and  regulatory  examinations  and other claims  arising in the
ordinary  course of its  business.  In the opinion of  management,  the ultimate
outcome of these matters will not materially  affect the consolidated  financial
position or results of operations of the Company.




<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 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.  SureWest
Telephone  (formerly  known  as  Roseville  Telephone  Company),  which  is  the
principal operating  subsidiary of the Telecom segment,  provides local and toll
telephone services,  network access services,  billing and collection  services,
and  certain   non-regulated   services.   SureWest  Directories  publishes  and
distributes SureWest 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 SureWest Telephone's service areas.  SureWest Long Distance (formerly
known as Roseville Long Distance Company), provides 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 SureWest  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 SureWest  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.

Effective  October  27,  2003,  the Company  changed the names of the  remaining
subsidiaries  that did not bear the  SureWest  name.  The name  change  effected
Roseville Telephone Company, now SureWest Telephone, and Roseville Long Distance
Company, now SureWest Long Distance.

The Company  expects that the sources of its revenues and its cost structure may
be  different  in  future  periods,  both as a  result  of its  entry  into  new
communications  markets and  competitive  forces in each of the markets in which
the Company has operations.



<PAGE>
                              Results of Operations

Consolidated Results of Operations

The following table summarizes the Company's consolidated financial results for
the quarters and nine months ended September 30, 2003 and 2002:
<TABLE>
<CAPTION>
                           Quarter Ended                                Nine-Month Period
                           September 30,                               Ended September 30,
                           -------------                               --------------------
                           2003       2002    $Change     %Change        2003         2002     $Change     %Change
                           ----       ----    -------     -------        ----         ----     -------     -------
<S>                         <C>        <C>     <C>              <C>    <C>          <C>            <C>      <C>
                                                           (Amounts in millions)
Operating revenues         $48.9     $51.6     $(2.7)        (5)%      $146.6       $138.2       $ 8.4         6%
Operating expenses          32.4      32.7      (0.3)        (1)         97.7         89.6         8.1         9
Depreciation and            12.9      11.9       1.0          8          37.8         33.4         4.4        13
  amortization
Operating income             3.6       7.0      (3.4)       (49)         11.1         15.2        (4.1)      (27)
Net income                 $ 1.5     $ 3.9     $(2.4)       (62)%      $  4.9       $ 11.2       $(6.3)      (56)%
</TABLE>


Consolidated  operating  revenues  decreased  $2.7  million and  increased  $8.4
million  during the quarter and  nine-month  periods  ended  September 30, 2003,
respectively, compared to the same periods in 2002. The increase in consolidated
operating revenues in the nine-month period 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  associated with the
acquisition of the SureWest  Broadband/Residential  Services assets in the third
quarter of 2002, 3) continued growth in Business Broadband service, 4) increased
demand for DSL services and dedicated access and 5) a Final Settlement Agreement
(the  "Settlement  Agreement") the Company entered into during the quarter ended
June 30, 2003. As discussed in greater detail in the Regulatory Matters section,
the  Settlement  Agreement  provided  for a $1.95  million  refund from  another
telecommunications  company for a payment made by the Company in 2001 related to
interstate  shareable  earnings  obligations.  Also  discussed more fully in the
Regulatory  Matters section,  the decrease in operating revenues for the quarter
ended  September  30,  2003 was due in part to a change in  estimate  during the
third quarter of 2002 reversing $5.1 million of revenues previously reserved for
SureWest Telephone's interstate shareable earnings obligations.

Consolidated  operating  expenses,   including  depreciation  and  amortization,
increased $651 thousand and $12.5 million, respectively,  during the quarter and
nine-month  periods  ended  September  30, 2003  compared to the same periods in
2002.  The  increase in  operating  expenses  was due  primarily to 1) increased
expenses  associated with the acquisition of the SureWest  Broadband/Residential
Services assets in the third quarter of 2002, 2) increased medical and liability
insurance costs and 3) increased  depreciation and  amortization  expense due to
additions to property,  plant and equipment,  including  internal-use  software.
These  increases were offset in part by decreased sales  commissions  related to
wireless  service  and  decreased  depreciation  expense  due  to  a  change  in
accounting estimate during the fourth quarter of 2002, which increased from five
to ten years the estimated useful lives related primarily to wireless  switching
and voice mail equipment.

Segment Results of Operations

Telecom
<TABLE>
<CAPTION>
                                     Quarter Ended                             Nine-Month Period
                                     September 30,                             Ended September 30,
                                    ---------------                            -------------------
                                    2003       2002     $Change    %Change     2003        2002     $Change    %Change
                                    ----       ----     -------    -------     ----        ----     -------    -------
<S>                                  <C>         <C>     <C>          <C>     <C>          <C>        <C>        <C>
                                                                 (Amounts in millions)
Local service                      $16.0      $16.6      $(0.6)      (4)%     $47.3       $49.5      $(2.2)      (4)%
Network access service              12.0       19.3       (7.3)     (38)       39.4        45.4       (6.0)     (13)
Directory advertising                3.8        3.6        0.2        6        11.3        10.9        0.4        4
Long distance service                1.3        1.4       (0.1)      (7)        3.8         4.1       (0.3)      (7)
Other                                1.3        1.2        0.1        8         3.7         3.7        -          -
Total operating revenues from
   external customers               34.4       42.1       (7.7)     (18)      105.5       113.6       (8.1)      (7)
Intersegment revenues                5.8        4.0        1.8       45        17.2        11.7        5.5       47
Operating expenses                  19.7       21.3       (1.6)      (8)       61.2        63.7       (2.5)      (4)
Depreciation and amortization        7.8        7.2        0.6        8        23.3        20.7        2.6       13
Operating income                    12.7       17.6       (4.9)     (28)       38.2        40.9       (2.7)      (7)
Net income                         $ 7.5     $ 10.4      $(2.9)     (28)%     $22.6       $27.2      $(4.6)     (17)%
</TABLE>

         Operating Revenues

Operating revenues from external customers in the Telecom segment decreased $7.7
million and $8.1 million for the quarter and nine-month  period ended  September
30,  2003,  respectively,  compared to the same periods in 2002.  Revenues  from
services subject to regulation, which include local and network access services,
decreased  $7.9 million and $8.2 million for the quarter and  nine-month  period
ended  September 30, 2003,  respectively,  compared to the same periods in 2002.
The decrease in the nine-month results was primarily due to the combined effects
of 1) a $1.1  million  increase in the  Company's  provision  for its  estimated
intrastate  shareable earnings  obligations  compared to the same period in 2002
and 2) changes in accounting  estimates  pertaining  to the Company's  estimated
interstate and intrastate  shareable  earning  obligations  and certain NECA CCL
accounts receivable that 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 and  increased  the  Company's  consolidated
revenues and net income by $246  thousand and $145  thousand  ($0.01 per share),
respectively,  during  the third  quarter  of 2003.  For the nine  months  ended
September  30,  2003,  these  changes  in  accounting  estimates  decreased  the
Company's  consolidated revenues by $31 thousand and net income by $21 thousand,
respectively.  As discussed in greater detail in the Regulatory Matters section,
the Company  changed its estimate during the third quarter of 2002 for a portion
of SureWest  Telephone's  interstate  shareable earnings  obligations related to
those monitoring  periods.  For the quarter and nine-months  ended September 30,
2002, this change in accounting  estimate  increased the Company's  consolidated
revenues  by $5.1  million and net income by $3.0  million  ($0.21 per share and
$0.20 per share), respectively.

The Company's  operating  revenues  were also  affected by SureWest  Telephone's
wholesaling  arrangement,  commencing  in the fourth  quarter  of 2002,  for its
digital  subscriber  line  ("DSL")  service,  resulting in a decrease to network
access  revenues of $1.5  million  and $4.6  million,  respectively,  during the
quarter and nine-month period ended September 30, 2003. This decrease was offset
in part by  continued  growth  and  demand  for  dedicated  access as well as an
increase in SureWest  Telephone's  billing surcharge.  The decrease in operating
revenues in the Telecom  segment was also offset,  in part, by the $1.95 million
Settlement  Agreement.  The  Settlement  Agreement  resulted  in a refund to the
Company of a portion of a prior payment to a telecommunications  company related
to  interstate   shareable  earnings   obligations  for  the  monitoring  period
1999-2000.

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

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


       Three Months Ended:
         March 31, 2003                           $128 thousand
         June 30, 2003                            $114 thousand
         September 30, 2003                       $ 96 thousand
         March 31, 2002                           $298 thousand
         June 30, 2002                            $251 thousand
         September 30, 2002                       $212 thousand

The net  effect of these  revenues  in 2003 was to  increase  net  income in the
three-month  periods  ended March 31, June 30 and  September 30 by $75 thousand,
$68 thousand and $57 thousand, respectively.

The net  effect of these  revenues  in 2002 was to  increase  net  income in the
three-month  periods ended March 31, June 30 and September 30 by $178  thousand,
$150 thousand and $127 thousand, respectively.

Directory advertising revenues increased $192 thousand and $381 thousand for the
quarter and nine-month period ended September 30, 2003,  respectively,  compared
to the same periods in 2002 due to increased advertising sales.

         Operating Expenses

Operating  expenses  for the Telecom  segment  decreased  $1.6  million and $2.5
million  for the  quarter  and  nine-month  period  ended  September  30,  2003,
respectively,  compared  to the same  periods  in  2002.  Cost of  services  and
products  decreased  $564  thousand  and $2.0  million  during the  quarter  and
nine-month period ended September 30, 2003,  respectively,  compared to the same
periods in 2002.  These decreases were due primarily to 1) reduced  spending for
minor materials and contracted services driven by internal efficiencies and 2) a
decrease in corporate operations rent expense as a result of economies of scale.
Customer operations and selling expense decreased $710 thousand and $1.2 million
for the quarter and nine-month  period ended  September 30, 2003,  respectively,
compared to the same periods in 2002 due  primarily to 1) internal  efficiencies
resulting from integrated customer support systems and productivity gains and 2)
a decrease in print and radio  advertising  costs.  General  and  administrative
expenses  decreased  $317  thousand  for the quarter  ended  September  30, 2003
compared to the same period in 2002. This decrease was due primarily to bad debt
expense  recognized  during 2002  associated  with access charge  billings to an
interexchange carrier that filed for bankruptcy  protection.  For the nine-month
period ended September 30, 2003, general and  administrative  expenses increased
$702  thousand.  This increase was due primarily to 1) a $375 thousand  one-time
settlement  reached in connection with the litigation arising from the agreement
for the sale of alarm monitoring assets during 2002, 2) increases in medical and
liability  insurance  costs  and 3) an  increase  in the  size of the  Company's
workforce.

Depreciation and  amortization  increased $598 thousand and $2.6 million for the
quarter and nine-month period ended September 30, 2003,  respectively,  compared
to the same periods in 2002 due primarily to additions to central office assets,
cable and wire facilities and internal-use software.

Certain of the Company's customers filed for bankruptcy  protection in 2002, the
most notable of which was WorldCom, Inc. ("WorldCom"),  which, together with its
affiliates, filed for bankruptcy protection on July 21, 2002. As a result of the
bankruptcy  filing, the Company recognized as bad debt expense $243 thousand and
$1.3  million  for the  quarter  and  nine  months  ended  September  30,  2002,
respectively, relating to amounts owed from WorldCom to the Company for services
prior to the bankruptcy filing.

With respect to post-petition obligations,  WorldCom had proposed, pursuant to a
provision of the  Bankruptcy  Code, and the  Bankruptcy  Court has agreed,  that
utilities are entitled to "adequate  assurances"  that WorldCom will satisfy its
obligations  for  post-petition  services.  In its  original  filings,  WorldCom
proposed its own set of  assurances to utilities,  but such  assurances  did not
include either deposits or advance  payments.  Although the Bankruptcy Court did
not require  WorldCom to provide  any  deposits or advance  payments as adequate
assurance of payment, it did provide, with respect to any post-petition services
provided  after  August  14,  2002,  that  all  utilities  will  have  a  junior
superiority  administrative  claim  senior to other  administrative  claims  and
junior only to the claims of WorldCom's post-petition lenders. If WorldCom fails
to pay for post-petition  services, a utility can either take appropriate action
under any applicable  tariff or regulation,  or seek, on an expedited  basis, an
order from the Bankruptcy Court requiring  immediate payment or other relief. As
of  September  30,  2003,  obligations  owed  by  WorldCom  to the  Company  for
post-petition services have been paid on a timely basis.

         Regulatory Matters

Revenues from services subject to regulation  constituted  approximately 57% and
59% of the Company's  total  operating  revenues for the quarter and  nine-month
period  ended  September  30,  2003,  respectively.  In the prior year  periods,
revenues from services subject to regulation  constituted  approximately  69% of
the Company's  total operating  revenues for the quarter and nine-month  period.
Such  revenues,  which include local  service,  network  access service and toll
service,  are derived from various sources,  including  billings to business and
residential  subscribers  for basic  exchange  services,  extended  area service
charges,  surcharges  mandated by the  California  Public  Utilities  Commission
("P.U.C."),  billings to SBC  Communications,  Inc.  ("SBC")  (formerly  Pacific
Bell), long distance carriers,  competitive access providers and subscribers for
network  access  services,  interstate  settlement  revenues from the NECA,  and
support payments from the Universal Service Fund and a California High Cost Fund
("CHCF").

Total revenues from certain telephone  services are affected by rates authorized
by  various  regulatory  agencies.  Intrastate  service  rates  are  subject  to
regulation  by the P.U.C.  With respect to toll calls  initiated by customers of
interexchange carriers, interexchange carriers are assessed access charges based
on tariffs filed by SureWest  Telephone.  Interstate  access rates and resulting
earnings  are subject to  regulation  by the Federal  Communications  Commission
("F.C.C.").  With respect to interstate  services,  SureWest Telephone has filed
its own tariff  with the  F.C.C.  for all  elements  of access  services  except
carrier common line charges,  for which SureWest  Telephone concurs with tariffs
filed by NECA.

The F.C.C. monitors SureWest Telephone's  interstate earnings through the use of
annual cost separation  studies  prepared by SureWest  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,
SureWest 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  SureWest  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 SureWest  Telephone's  estimated
interstate  shareable earnings obligations of $86 thousand and $163 thousand for
the quarters ended September 30, 2003 and 2002, respectively, through reductions
of revenues.  For the nine-month  periods ended September 30, 2003 and 2002, the
Company  recognized  liabilities  relating  to  SureWest  Telephone's  estimated
interstate  shareable  earnings  obligations of $257 thousand and $488 thousand,
respectively, through reductions of revenues. During the year ended December 31,
2001, SureWest Telephone made payments to certain  telecommunications  companies
aggregating  $6.8 million.  No similar  payments were made during the quarter or
nine-month  periods ended  September 30, 2003 or 2002.  The payments  related to
interstate  shareable earnings  obligations for the monitoring period 1999-2000.
On June 26, 2003,  the Company  entered  into a Settlement  Agreement to recover
$1.95  million  of the  amount  paid to a  telecommunications  company  in 2001.
Therefore,  the Company  recognized  a receivable  from this  telecommunications
company in the amount of $1.95  million as of June 30, 2003  through a credit to
network  access  service  revenues for the three months ended June 30, 2003. The
Company received the funds pursuant to the Settlement Agreement on July 8, 2003.
The   Company   is   currently   seeking   a   similar   refund   from   another
telecommunications  company.  However, the recoverability of the remaining funds
cannot presently be determined, as the telecommunications company from which the
Company is seeking a refund has filed for bankruptcy protection.

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

Prior to January 1, 2002,  SureWest  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 SureWest  Telephone's
toll traffic. The DCP was a compensation  arrangement between SureWest Telephone
and SBC for certain intrastate toll services.  SureWest 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 September 30, 2003 or results of operations  for the  nine-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 SureWest  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 SureWest  Telephone  effective November 30,
2000.  The P.U.C.  authorized  replacement  funding to SureWest  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  SureWest  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 SureWest 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
SureWest  Telephone  cannot yet be  determined.

In 1996, the P.U.C.  issued a decision in connection  with SureWest  Telephone's
general rate proceeding,  which authorized SureWest Telephone to implement a New
Regulatory  Framework ("NRF") for services furnished within SureWest Telephone's
service  area in order to  accommodate  market and  regulatory  movement  toward
competition and greater pricing  flexibility.  Under the NRF, SureWest Telephone
is subject to ongoing monitoring and reporting requirements, including a sharing
mechanism  whereby  SureWest  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,  SureWest
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 SureWest
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 SureWest Telephone had requested and the P.U.C. ruled that SureWest
Telephone must change the method used to allocate costs for services provided by
SureWest  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 $959  thousand  and $2.6  million  relating to
estimated  intrastate  shareable  earnings  obligations  during the  quarter and
nine-month  period  ended  September  30, 2003.  For the quarter and  nine-month
period  ended  September  30,  2002,  the Company  recorded a liability  through
reductions of revenues of $438 thousand and $1.3 million respectively,  relating
to estimated intrastate shareable earnings obligations.

Beginning in January 2002,  SureWest  Telephone began paying a consumer dividend
for  intrastate  overearnings  relating to the years 1998 and 1999. A portion of
the  consumer's  intrastate  service  charges  was  returned  in the  form  of a
surcredit  beginning  in  January  2002 and  ending in  January  2003,  totaling
approximately $4.6 million (of which $294 thousand was returned during 2003).

In September  2003,  the P.U.C.  issued a draft  resolution  requiring  SureWest
Telephone  to pay a  consumer  dividend  for  intrastate  overearnings  totaling
approximately  $483  thousand  relating  to 2002.  A portion  of the  consumer's
intrastate  service  charges will be returned to the consumer's in the form of a
surcredit over approximately two months beginning November 1, 2003 pending final
resolution of the draft resolution.

As a result of  periodic  cost  separation  studies,  the  Company  changed  its
estimates  for a portion  of  SureWest  Telephone's  interstate  and  intrastate
shareable earnings obligations and certain NECA CCL accounts receivable balances
during  the  first and third  quarters  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) during the first quarter of 2003 and
increased the Company's consolidated revenues by $246 thousand and net income by
$145 thousand ($0.01 per share), respectively, during the third quarter of 2003.
For the nine months  ended  September  30,  2003,  these  changes in  accounting
estimates decreased the Company's  consolidated revenues by $31 thousand and net
income by $21 thousand, respectively.

As of September 30, 2003,  the Company's  consolidated  balance sheet  reflected
aggregate   liabilities  of  $12.9  million  relating  to  SureWest  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,
SureWest  Telephone's  interstate shareable earnings obligations lapse over time
if SureWest 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>
<CAPTION>
                                      Quarter Ended                           Nine-Month Period
                                      September 30,                          Ended September 30,
                                     --------------                          -------------------
                                     2003      2002     $Change    %Change     2003      2002     $Change    %Change
                                     ----      ----     -------    -------     ----      ----     -------    -------
    <S>                                 <C>      <C>       <C>         <C>    <C>          <C>       <C>       <C>
                                                                (Amounts in millions)
    Internet service                  $ 4.1      $ 1.7     $ 2.4       141%    $ 11.7      $ 4.5     $ 7.2      160%
    Residential Broadband service       2.5        1.4       1.1        79        6.6        1.4       5.2      371
    Business Broadband service          0.9        0.6       0.3        50        2.6        1.6       1.0       63
    Total operating  revenues from
      external customers                7.5        3.7       3.8       103       20.9        7.5      13.4      179
    Intersegment revenues               0.4        0.7      (0.3)      (43)       1.2        0.8       0.4       50
    Operating expenses                 10.4        7.5       2.9        38       31.0       13.3      17.7      133
    Depreciation and amortization       1.2        0.9       0.3        33        2.9        1.5       1.4       93
    Operating loss                     (3.7)      (4.0)      0.3        (8)     (11.8)      (6.5)     (5.3)      82
    Net loss                          $(2.5)     $(2.4)    $(0.1)        4%    $ (7.9)     $(3.8)    $(4.1)     108%
</TABLE>




         Operating Revenues

Operating  revenues from external  customers in the Broadband  segment increased
$3.8  million and $13.4  million for the quarter  and  nine-month  period  ended
September  30, 2003,  respectively,  compared to the same  periods in 2002.  The
increase in  Broadband  revenues is due in large part to 1)  increased  revenues
associated  with the  purchase of the  SureWest  Broadband/Residential  Services
assets  during the third  quarter of 2002,  2) a 78%  increase  in the number of
subscribers of SureWest Broadband/Residential Services, 3) continued addition to
the residential  and business DSL subscriber  customer base, with a 34% increase
in Broadband  subscribers based on average subscriber counts for the nine-months
ended  September  30, 2003 compared to the same period in 2002, 4) the continued
expansion  of the  Business  Broadband  services  and 5) the  commencement  of a
wholesale DSL service  arrangement with SureWest Telephone in the fourth quarter
of 2002.

         Operating Expenses

Total operating  expenses for the Broadband  segment  increased $3.2 million and
$19.1 million for the quarter and  nine-month  period ended  September 30, 2003,
respectively,  compared  to the same  periods  in  2002.  Cost of  services  and
products  increased  $1.8  million  and $8.4  million  during  the  quarter  and
nine-month period ended September 30, 2003,  respectively,  compared to the same
periods in 2002 due  primarily  to 1)  increased  expenses  associated  with the
purchase of the SureWest  Broadband/Residential Services assets during the third
quarter of 2002,  2)  increased  transport  costs and 3) the  commencement  of a
wholesale DSL service  arrangement with SureWest Telephone in the fourth quarter
of 2002.  These  increases were partially  offset by a decrease in the number of
modems expensed in the 2003 periods due to a leasing program  implemented in the
current  year.  In addition,  there was a 65% decrease in the cost of the modems
from the prior year.  Customer  operations  expense,  general and administrative
expense and depreciation and amortization increased $739 thousand, $326 thousand
and $285  thousand,  respectively,  for the  quarter  ended  September  30, 2003
compared to the same period in 2002. For the nine-month  period ended  September
30, 2003, customer operations  expense,  general and administrative  expense and
depreciation  and  amortization  increased  $3.3 million,  $6.0 million and $1.4
million,  respectively.  The increases  are primarily due to the asset  purchase
described  above  during the third  quarter  of 2002,  the  related  significant
increase in the size of the Company's workforce, increased medical and liability
insurance costs and an increase in depreciation expense resulting from property,
plant and equipment additions at SureWest Broadband, including DSL modems leased
to customers.
<PAGE>
Wireless
<TABLE>
<CAPTION>
                                   Quarter Ended                            Nine-Month Period
                                   September 30,                           Ended September 30,
                                   -------------                           -------------------
                                   2003      2002     $Change    %Change     2003      2002     $Change    %Change
                                   ----      ----     -------    -------     ----      ----     -------    -------
     <S>                              <C>       <C>       <C>        <C>       <C>        <C>       <C>       <C>
                                                                (Amounts in millions)
    Wireless revenues from
      external customers           $ 7.0      $ 5.8      $1.2       21%     $ 20.2     $ 17.1      $3.1       18%
    Intersegment revenues            0.2        0.1       0.1      100         0.5        0.3       0.2       67
    Operating expenses               8.7        8.7        -         -        24.4       25.4      (1.0)      (4)
    Depreciation and amortization    3.9        3.8       0.1        3        11.6       11.2       0.4        4
    Operating loss                  (5.4)      (6.6)      1.2      (18)      (15.3)     (19.2)      3.9      (20)
    Net loss                       $(3.5)     $(4.1)     $0.6      (15)%    $ (9.8)    $(12.2)     $2.4      (20)%
</TABLE>

         Operating Revenues

Operating  revenues from external  customers in the Wireless  segment  increased
$1.2  million  and $3.1  million for the quarter  and  nine-month  period  ended
September  30, 2003,  respectively,  compared to the same  periods in 2002.  The
increase in Wireless revenues is due primarily to 1) continued  additions to the
customer  base,  with a 23% overall  increase in wireless  subscribers  based on
average  subscriber  counts for the nine-month  period ended  September 30, 2003
compared to the same period in 2002,  2)  increased  long  distance  and roaming
revenues, 3) the introduction of new features and 4) a decrease in uncollectible
revenues.

         Operating Expenses

Total  operating  expenses for the Wireless  segment  increased $14 thousand and
decreased $1.0 million for the quarter and nine-month period ended September 30,
2003,  respectively,  compared to the same periods in 2002. Cost of services and
products  decreased  $258  thousand  and $359  thousand  during the  quarter and
nine-month period ended September 30, 2003,  respectively,  compared to the same
period in 2002. This decrease was due primarily to 1) lower demand for directory
assistance  resulting  from a 10%  decrease in call  counts,  2) a reduction  in
network  engineering  labor costs due to a modest reduction in the workforce and
3)  decreased  handset  insurance  costs  due  to  fewer  claims  submitted  and
outsourcing of the insurance function to a third party. This decrease was offset
in  part by  increased  interconnect  usage  associated  with  the  increase  in
subscriber  base and  increased  tower rents due to the  addition of cell cites.
Customer  operations and selling expense increased $129 thousand for the quarter
ended  September  30, 2003  compared to the same period in 2002 due primarily to
increased  promotional  activity in the current year quarter. For the nine-month
period  ended  September  30,  2003,  customer  operations  and selling  expense
decreased $627 thousand  compared to the same period in 2002 due primarily to 1)
decreased  dealer  commissions  resulting from increased direct channel customer
additions  and a modest  reduction  in the  customer  service  workforce.  These
decreases were offset in part by an increase subscriber billing costs associated
with the growth in the Wireless customer base.

         Depreciation and Amortization

Depreciation and  amortization  increased $58 thousand and $369 thousand for the
quarter and nine-month period ended September 30, 2003,  respectively,  compared
to the same periods in 2002 due  primarily  to  increases in wireless  property,
plant and equipment and amortization of internal-use software. This increase was
partially  offset by a change in accounting  estimate  during the fourth quarter
2002,  increasing  from five to ten years the  estimated  useful  lives  related
primarily  to  wireless  switching  and voice  mail  equipment.  This  change in
accounting estimate resulted in decreased  depreciation expense of $304 thousand
and $846  thousand for the quarter and  nine-month  period ended  September  30,
2003.

         Local Number Portability

Effective  November 24, 2003,  the F.C.C.  has mandated that  wireless  carriers
provide for local number  portability  ("LNP").  LNP would allow  subscribers to
keep their  wireless  phone  numbers  while  switching  to a  different  service
provider.  The  eventual  impact of this mandate on the  Company's  consolidated
financial condition and results of operations cannot presently be determined.

Non-operating Items

         Interest Income and Expense, Net

Interest expense increased $707 thousand and $2.1 million during the quarter and
nine-month period ended September 30, 2003,  respectively,  compared to the same
periods in 2002 due to the  Company's  issuance  in March 2003 of its  unsecured
Series B Senior Notes ("Series B Notes").

         Income Taxes

Income taxes for the quarter and  nine-month  period ended  September  30, 2003,
decreased  $1.5  million and $4.1  million,  respectively,  compared to the same
periods in 2002, due primarily to  corresponding  decreases in income subject to
tax. The effective federal and state income tax rates were  approximately  41.1%
and  40.1%  for the  nine-month  periods  ended  September  30,  2003 and  2002,
respectively.

                         Liquidity and Capital Resources

As reflected in the Condensed  Consolidated  Statements of Cash Flows,  net cash
provided by operating  activities  was $50.8  million and $28.6  million for the
nine-month periods ended September 30, 2003 and 2002, respectively. The increase
in cash  provided by operating  activities  for the current year compared to the
same period in the prior year was due  primarily to 1) increases in  liabilities
related to the Company's pension obligation, 2) increases in liabilities related
to the Company's  estimated  shareable earnings  obligations and 3) increases in
accrued  liabilities.  Net cash  provided  by  operating  activities  during the
nine-month  period ended  September 30, 2003 was greater than net income of $4.9
million due to 1) non-cash  charges  consisting  principally of depreciation and
amortization,  2) increases in accrued liabilities,  3) increases in liabilities
related to estimated shareable earnings obligations and 4) increases in deferred
revenues.  During the  nine-month  period ended  September 30, 2003, the Company
used cash flows from  operations,  proceeds  from the  issuance  of its Series B
Notes and existing cash and cash equivalents to fund 1) capital  expenditures of
$51 million pertaining to ongoing plant construction  projects,  2) dividends of
$10.9 million,  3) principal  payments of $1.6 million to retire  long-term debt
and 4) $15 million to retire short-term borrowings.

The  Company's  most  significant  use of  funds  for the  remainder  of 2003 is
expected to be for 1)  budgeted  capital  expenditures  of  approximately  $19.5
million,  2) scheduled payments of long-term debt of $4.2 million, 3) support of
the operations of SureWest  Broadband/Residential  Services up to an anticipated
$2.5  million and 4) support of the  operations  of  SureWest  Wireless up to an
anticipated $1.6 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
reincorporation 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 September 30, 2003,  approximately 1 million shares of common stock have
been repurchased through these programs. The Company has remaining authorization
from the Board of Directors to repurchase an additional 469 thousand outstanding
shares as of September 30, 2003.

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

In March 2000,  the Company  entered into a business loan  agreement with a bank
for a $30 million line of credit with a term of three years.  In July 2002,  the
bank amended the credit  facility  increasing  the  borrowing  capacity from $30
million to $50 million through June 1, 2004.  There were no amounts  outstanding
under this credit facility as of September 30, 2003.

In 2000, the Company entered into a 3-year  non-exclusive  agreement with Global
Crossing Ltd. ("Global  Crossing"),  a long distance service  provider,  for the
right to provide long  distance  service to the  Company's  customers at a fixed
price during the term of the agreement. This agreement was due to expire in July
2003, however the terms of the agreement were extended twelve months to July 11,
2004. The Company has a minimum remaining  aggregate long distance service usage
commitment of  approximately  $120,000 and $255,000 for the years 2003 and 2004,
respectively.  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's  monthly minimum usage  requirement is $25
thousand effective June 2003. The minimum usage requirement is $175 thousand and
$300 thousand for the years ended 2003 and 2004,  respectively.  As of September
30, 2003,  the Company has a minimum  remaining  aggregate  long distance  usage
commitment of approximately  $75 thousand for the year ended 2003. Rates for the
services  provided  by Sprint  are  substantially  the same as those  offered by
Global Crossing.  Therefore, the Company does not believe that Global Crossing's
bankruptcy  filing  will have a material  effect on its  consolidated  financial
position or results of operations.

The Company  executed a surety and  indemnification  agreement  in the amount of
$500 thousand  related to a Facility License  Agreement  entered into during the
third  quarter of 2003. In addition,  the Company has certain  other  guarantees
surrounding its cable franchise licenses.

During the quarter ended  September 30, 2003, the Company entered into a 20-year
nonmonetary  transaction  with a third party  involving  the exchange of certain
fiber  optic  capacity  and  collocation   rights.   Because  this   nonmonetary
transaction  did not  represent  the  culmination  of an  earnings  process,  no
revenues  or expenses  have been or will be recorded by the Company  pursuant to
this transaction.  In addition,  there was no indicated loss on this exchange of
productive rights.

On July 12,  2002,  the  Company  purchased  substantially  all of the assets of
Western Integrated Networks, LLC and certain affiliates (collectively, "WIN") in
a transaction  supervised by the United States Bankruptcy Court for the District
of  Colorado.  The  purchase  price for the assets of WIN  consisted  of (i) $12
million in cash,  (ii) direct  acquisition  costs of $622 thousand and (iii) the
assumption of certain  current  liabilities  aggregating  $4.7 million  relating
principally to executory contracts and capital lease obligations.

Prior to July 12, 2003, the Company obtained  additional  information  regarding
the fair values of certain  assets  acquired and  liabilities  assumed from WIN.
Accordingly,  the Company prospectively  adjusted the preliminary purchase price
allocation  in  connection  with the  preparation  of its  second  quarter  2003
condensed consolidated financial statements.  The following table summarizes the
estimated fair values of the assets acquired and liabilities assumed at the date
of acquisition,  July 12, 2002,  based on the Company's final  allocation of the
aforementioned purchase price:
                                                      (Amounts in thousands)

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

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

On January 25,  2002,  the Company sold  substantially  all of the assets of its
alarm monitoring  division,  which was a component of the Telecom  segment,  for
approximately $5.2 million. This sale resulted in a pre-tax gain of $4.4 million
during 2002.  Through September 30, 2003, the Company has received cash proceeds
of $5.0 million,  of which $500  thousand and $4.5 million were received  during
2002 and the fourth quarter of 2001, related to the sale of the alarm monitoring
division  assets.  The alarm monitoring  assets consisted  primarily of customer
contracts and equipment,  which had a book value of approximately  $355 thousand
as of the date of the sale.  The  purchaser of the assets  commenced  litigation
against the Company relating to claims under the asset  agreement,  generally in
connection with certain contracts  assigned to the purchaser.  On July 17, 2003,
the Company and the purchaser  settled the  litigation and the Company agreed to
pay  the  purchaser  $375  thousand.   Accordingly,  the  Company  accrued  this
settlement  liability  as of June 30,  2003  through  a charge  to  general  and
administrative expense for the three months ended June 30, 2003 and subsequently
paid  the  settlement  during  the  third  quarter.   Total  operating  revenues
attributable to the Company's alarm  monitoring  division during the quarter and
year to date periods ended  September  30, 2002 were $279 thousand  (none during
2003).

The Company had cash, cash  equivalents and short-term  investments at September
30,  2003,  of $52.2  million.  The Company  believes  that its working  capital
position,  the proceeds  available from its line of credit  facility,  operating
cash flows and  borrowing  capacity  are more than  sufficient  to  satisfy  its
liquidity  requirements  for the  remainder of 2003.  In  addition,  the Company
believes,  given its  financial  position and  debt-to-equity  position,  it has
substantial additional short and long-term borrowing capacity.

                   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 the Company's Audit Committee.

o    Total revenues from telephone  services are affected by rates authorized by
     various  regulatory  agencies.  The F.C.C.  monitors  SureWest  Telephone's
     interstate  earnings  through  the use of annual  cost  separation  studies
     prepared by SureWest  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,
     SureWest   Telephone  is  subject  to  ongoing   monitoring  and  reporting
     requirements by the P.U.C.,  including a sharing mechanism whereby SureWest
     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  SureWest   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.  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 bases of assets and
     liabilities  and are measured using the enacted tax rates and laws that are
     expected to be in effect when the differences are expected to reverse.  The
     Company does not have a valuation allowance on its deferred tax asset as of
     September  30,  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

On May 15, 2003,  the  Financial  Accounting  Standards  Board  ("FASB")  issued
Statement of Financial  Accounting  Standards ("SFAS") No. 150,  "Accounting for
Certain  Financial  Instruments  with  Characteristics  of Both  Liabilities and
Equity." SFAS No. 150  establishes  standards for  classifying  and measuring as
liabilities certain financial  instruments that embody obligations of the issuer
and have  characteristics  of both  liabilities and equity,  such as mandatorily
redeemable equity instruments. The adoption of SFAS No. 150 had no effect on the
Company's condensed  consolidated financial position as of September 30, 2003 or
the  condensed  consolidated  results of its  operations  for the three and nine
months then ended.

In January 2003, the FASB issued  Interpretation  ("FIN") No. 46, "Consolidation
of Variable  Interest  Entities,  " and  interpretation  of Accounting  Research
Bulletin ("ARB") No. 51, "Consolidated Financial Statements." FIN No. 46 applies
to  any  business  enterprise  that  has  a  controlling  interest,  contractual
relationship  or other business  relationship  with a variable  interest  entity
("VIE") and establishes  guidance for the consolidation of VIEs that function to
support the activities of the primary  beneficiary.  The Company believes it has
no investments in, or contractual or other business  relationships  with,  VIEs.
Therefore,  the  pending  adoption  of FIN No. 46 is not  expected to effect the
Company's consolidated financial statements.

In July 2002,  the FASB issued SFAS No. 146,  "Accounting  for Costs  Associated
with an Exit or Disposal Activity." SFAS No. 146 revises the accounting for exit
and disposal  activities  under  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  condensed  consolidated  financial  statements as of and for the
quarter and nine-month period ended September 30, 2003.

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

In August 2001, the FASB issued SFAS No. 143,  "Accounting for Asset  Retirement
Obligations."  SFAS No. 143 requires  that the fair value of a liability  for an
asset retirement  obligation be recognized in the period in which it is incurred
if a  reasonable  estimate  of fair  value  can be made.  The  associated  asset
retirement  costs  are  capitalized  as  part  of  the  carrying  amount  of the
long-lived  asset.  The  Company  adopted  SFAS No. 143 on January 1, 2003.  The
adoption of this new  standard did not have a material  effect on the  Company's
condensed  consolidated  financial  statements  as of and  for the  quarter  and
nine-month period ended September 30, 2003.

In October  2002,  the FASB's EITF reached a consensus on EITF Issue No.  00-21,
"Accounting for Revenue  Arrangements  with Multiple  Deliverables."  Under EITF
Issue No. 00-21, revenue arrangements with multiple deliverables are required to
be divided into separate units of accounting  under certain  circumstances.  The
Company  adopted EITF Issue No. 00-21 on a  prospective  basis for  arrangements
entered into after June 30, 2003.  The Company has  determined  that the sale of
its wireless  handsets and the associated phone service provided by the Wireless
segment  should be considered  separate  units of  accounting  under EITF 00-21.
Accordingly, beginning on July 1, 2003, the Company began applying EITF 00-21 to
all wireless  handset  sales below cost,  which  approximates  fair value in the
absence of an activation  "subsidy," and it receives an up-front fee of any kind
(e.g., a service  activation  fee). The application of EITF 00-21 will result in
the immediate recognition of all or a portion of such up-front fees as equipment
sales revenue.  Additionally,  if the Company  activates  wireless service for a
customer,  but does not  concurrently  provide the customer with a handset,  any
up-front  fees  received  will  continue to be deferred and  amortized  over the
expected term of the customer relationship,  in accordance with SAB No. 101. The
Company  provides a general  right of return within the first 30 days of service
for a 100% refund of the handset cost. The estimated  equipment return allowance
associated with this right of return is not material to the equipment revenue of
the  Wireless  segment.  The  adoption  of EITF  Issue No.  00-21 did not have a
material effect on the Company's condensed  consolidated financial statements as
of and for the quarter and nine-month period ended September 30, 2003.

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



<PAGE>


ITEM 4.    CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

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

Changes in Internal Controls

In response to the enactment of the  Sarbanes-Oxley  Act and the promulgation of
various rules and regulations,  the Company  reviewed its internal  controls and
disclosure controls and procedures,  and also formally  established a disclosure
committee  comprised of members of management of the Company.  While the Company
believes that its existing  disclosure  controls and  procedures  were more than
adequate to assure  compliance with the Company's  disclosure  obligations,  the
Company formalized and documented existing procedures as a result of the review.

In addition,  in the quarter ended September 30, 2003, the Company completed the
implementation  of new human resources and financial  information  systems.  The
project,  which was initiated in advance of the Sarbanes-Oxley  Act, was part of
the  Company's  continuing  commitment  to  the  most  efficient   informational
technology.  Other  than as  described  above,  there  have been no  significant
changes in the Company's  internal control over financial  reporting or in other
factors,  which could, or could be reasonably  likely to,  significantly  affect
internal  control  over  financial  reporting  subsequent  to  the  date  of the
evaluation.

<PAGE>


PART II

ITEM 1.    LEGAL PROCEEDINGS

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

In 1996, the P.U.C.  issued a decision in connection  with SureWest  Telephone's
general rate proceeding,  which authorized SureWest Telephone to implement a New
Regulatory  Framework ("NRF") for services furnished within SureWest Telephone's
service  area in order to  accommodate  market and  regulatory  movement  toward
competition and greater pricing  flexibility.  Under the NRF, SureWest Telephone
is subject to ongoing monitoring and reporting requirements, including a sharing
mechanism  whereby  SureWest  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,  SureWest
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  SureWest   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  SureWest  Telephone  had
requested,  and further provided that SureWest  Telephone must change the method
used to  allocate  costs for  services  provided by  SureWest  Telephone  to its
affiliates,  the  treatment of certain  directory  revenues and the treatment of
internal-use software costs. Additionally,  in accordance with the provisions of
the  Decision,  the Company  recorded  certain  liabilities  and  reductions  of
revenues relating to estimated intrastate shareable earnings obligations.

Prior to January 1, 2002,  SureWest  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 SureWest  Telephone's
toll traffic. The DCP was a compensation  arrangement between SureWest Telephone
and SBC for certain intrastate toll services.  SureWest 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 SureWest  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 SureWest  Telephone  effective November 30,
2000.  The P.U.C.  authorized  replacement  funding to SureWest  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 SureWest  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 SureWest 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
SureWest Telephone cannot yet be determined.

SureWest 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 SureWest  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 SureWest 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  SureWest  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 SureWest 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 SureWest  Telephone,  the  effects of which on SureWest  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 August 5, 2003  relating to the
     announcement of second quarter 2003 financial results.



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

                                                                                  Method
Exhibit No.                               Description                            of Filing          Page
  <S>                               <C>                                              <C>            <C>
 3(a)          Articles of Incorporation of Registrant, together with          Incorporated by        -
               Certificate of Amendment of Articles of Incorporation           reference
               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 SureWest Telephone Company with Bank of     Incorporated by        -
               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)

10(d)          Business Loan Agreement of Registrant with Bank of America,     Incorporated by        -
               dated March 15, 2000, as amended by Amendment No. 1 dated       reference
               as of April 10, 2000 (Filed as Exhibit 10(f) to Form 10-Q
               Quarterly Report of Registrant for the quarter ended March
               31, 2000), as amended by Amendment No. 2 dated as of
               September 15, 2000, Amendment No. 3 dated as of July 17,
               2001, and Amendment No. 4 dated as of June 26, 2002 (Filed
               as Exhibit 10(l) to Form 10-Q Quarterly Report of
               Registrant for the Quarter ended June 30, 2002)

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

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

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

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

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

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

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



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

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

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

31(a)          Certification of Brian H. Strom, President and Chief            Filed herewith           36
               Executive Officer, as adopted pursuant to Section 302 of
               the Sarbanes-Oxley Act of 2002

31(b)          Certification of Michael D. Campbell, Executive Vice            Filed herewith           37
               President and Chief Financial Officer, as adopted pursuant
               to Section 302 of the Sarbanes-Oxley Act of 2002

32(a)          Certification of Brian H. Strom, President and Chief            Filed herewith           38
               Executive Officer, pursuant to 18 U.S.C. Section 1350, as
               adopted pursuant to Section 906 of the Sarbanes-Oxley Act
               of 2002

32(b)          Certification of Michael D. Campbell, Executive Vice            Filed herewith           39
               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:  November 3, 2003      By:     /s/BRIAN H. STROM
                                     ----------------------------------------
                                     Brian H. Strom,
                                     President and Chief
                                     Executive Officer



Date:  November 3, 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:   November 3, 003      By:     /s/BRIAN H. STROM
                                     ----------------------------------------
                                     President and Chief
                                     Executive Officer



Date:   November 3, 2003      By:    /s/MICHAEL D. CAMPBELL
                                     ----------------------------------------
                                     Executive Vice President
                                     and Chief Financial Officer




<PAGE>

                                  EXHIBIT 31(a)


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

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

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

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

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

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

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

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

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

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

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

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


                        Date:  November 3, 2003

                        By:    /s/BRIAN H. STROM
                               ----------------------------------------
                               President and Chief Executive Officer


<PAGE>


                                  EXHIBIT 31(b)


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

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

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

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

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

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

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

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

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

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

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

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

                        Date:  November 3, 2003

                        By:    /s/MICHAEL D. CAMPBELL
                               ----------------------------------------
                               Executive Vice President and
                               Chief Financial Officer




<PAGE>


                                 EXHIBIT 32 (a)


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

In  connection  with  the  Quarterly  Report  of  SureWest  Communications  (the
"Company"),  on Form 10-Q for the period ended  September 30, 2003 as filed with
the Securities and Exchange  Commission on the date hereof (the  "Report"),  the
undersigned,  as the Chief Executive  Officer of the Company,  hereby  certifies
pursuant to 18 U.S.C.  Section 1350,  as adopted  pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:

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

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

                        Date:  November 3, 2003

                        By:    /s/BRIAN H. STROM
                               ----------------------------------------
                               President and Chief Executive Officer

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



<PAGE>

                                 EXHIBIT 32 (b)


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

In  connection  with  the  Quarterly  Report  of  SureWest  Communications  (the
"Company"),  on Form 10-Q for the period ended  September 30, 2003 as filed with
the Securities and Exchange  Commission of the date hereof (the  "Report"),  the
undersigned,  as the Executive Vice President and Chief Financial Officer of the
Company,  hereby  certifies  pursuant  to 18 U.S.C.  Section  1350,  as  adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

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

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

                        Date:  November 3, 2003

                        By:    /s/MICHAEL D. CAMPBELL
                               ----------------------------------------
                               Michael D. Campbell
                               Executive Vice President and
                               Chief Financial Officer

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