UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM 10-Q

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

                   For the fiscal quarter ended June 30, 2002

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

                          Commission File Number 0-556

                             SUREWEST COMMUNICATIONS

             (Exact name of registrant as specified in its charter)

         California                                     68-0365195

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

200 Vernon Street, Roseville, California                95678

(Address of principal executive offices)              (Zip Code)

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


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

                        Common Stock - Without Par Value
                                (Title of class)

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

                                    Yes X No

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

As of July 31, 2002, 14,566,181 shares of the registrant's Common Stock were
outstanding.


<PAGE>



                             SUREWEST COMMUNICATIONS
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)
                (Amounts in thousands, except per share amounts)
<TABLE>
<CAPTION>
                                    Quarter               Quarter              Six Months            Six Months
                                     Ended                 Ended                 Ended                 Ended
                                 June 30, 2002         June 30, 2001         June 30, 2002         June 30, 2001
                                 -------------         -------------         -------------         -------------
<S>                                     <C>                 <C>                   <C>                   <C>
Operating revenues:
  Local service                     $16,748               $13,783               $33,561               $31,856
  Network access service             12,516                11,745                25,845                22,874
  Wireless service                    6,042                 4,085                11,460                 8,787
  Directory advertising               3,616                 3,748                 7,354                 7,296
  Nonregulated sales and service      1,340                 1,694                 2,638                 3,399
  Other                               3,531                 3,281                 6,899                 6,388
                                     -------               -------               -------               -------
    Total operating revenues         43,793                38,336                87,757                80,600

Operating expenses:
  Cost of services and products      14,507                13,577                28,598                26,550
  Customer operations and selling     7,614                 8,351                16,015                16,388
  General and administrative          7,598                 6,497                13,494                12,053
  Depreciation and amortization      11,027                 9,412                21,474                19,054
                                     -------               -------               -------               -------
    Total operating expenses         40,746                37,837                79,581                74,045
                                     -------               -------               -------               -------
Income from operations                3,047                   499                 8,176                 6,555

Other income (expense):
  Interest income                       225                   966                   428                 3,541
  Interest expense                     (337)                  (57)                 (699)                 (319)
  Gain on sale of alarm
   monitoring assets                     (1)                    -                 4,435                     -
  Other, net                            (81)                1,063                  (107)                1,024
                                    -------               -------               -------               -------
    Total other income (expense),
      Net                              (194)                1,972                 4,057                 4,246
                                    -------               -------               -------               -------
Income before income taxes            2,853                 2,471                12,233                10,801

Income taxes                          1,150                   996                 4,921                 4,340
                                    -------                -------              -------                -------
Net income                          $ 1,703              $  1,475               $ 7,312               $ 6,461
                                    =======              ========               =======               =======
Basic and diluted earnings per
  share (1):                        $   .12              $    .10               $   .49               $   .42

Cash dividends per share (2)        $   .25              $    .25               $   .50               $   .50
                                    =======              ========               =======               =======
Shares of common stock used to
  calculate earnings per share       14,775                15,360                15,006                15,415
                                    =======              ========               =======               =======

</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>
<CAPTION>
                                                    June 30, 2002            December 31, 2001
                                                    -------------           -----------------
<S>                                                     <C>                      <C>
ASSETS
  Current assets:
    Cash and cash equivalents                          $ 17,079                 $54,520
    Short-term investments                                    -                   1,723
    Accounts receivable, net                             19,954                  20,282
    Refundable income tax                                 1,633                   2,619
    Inventories                                           3,162                   3,324
    Deferred income tax asset                               641                     640
    Deferred directory costs                              3,933                   3,260
    Prepaid expenses and other current assets             1,484                   1,726
                                                       --------                --------
      Total current assets                               47,886                  88,094

  Property, plant and equipment, net                    313,072                 308,073

  Investments and other assets:
    Wireless licenses, net                               13,566                  13,566
    Goodwill                                              2,171                   2,171
    Deferred charges and other assets                     1,132                     439
                                                       --------                --------
                                                         16,869                  16,176
                                                       --------                --------
                                                       $377,827                $412,343
                                                       ========                ========
LIABILITIES AND SHAREHOLDERS' EQUITY
  Current liabilities:
    Current portion of long-term debt                  $  2,143                $  2,143
    Accounts payable and accrued liabilities              7,440                  11,093
    Estimated shareable earnings obligations             16,522                  16,597
    Advance billings and deferred revenues                9,128                   8,144
    Accrued pension cost                                  1,155                   6,551
    Accrued compensation                                  4,081                   4,218
                                                       --------                --------
      Total current liabilities                          40,469                  48,746

  Long-term debt                                         41,071                  42,142

Deferred income tax                                      13,494                  11,206

Other liabilities and deferred revenues                   8,543                   8,456

Shareholders' equity:
    Common Stock, without par value;
      100,000 shares authorized, 14,563 and
      15,110 shares issued and
      outstanding at June 30, 2002 and
      December 31, 2001, respectively                   158,675                 172,083
    Deferred stock-based compensation                      (183)                   (303)
    Retained earnings                                   115,758                 130,013
                                                       --------                --------
      Total shareholders' equity                        274,250                 301,793
                                                       --------                --------
                                                       $377,827                $412,343
                                                       ========                ========

</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>

<CAPTION>

                                                     Six Months              Six Months
                                                       Ended                   Ended
                                                   June 30, 2002           June 30, 2001
                                                   --------------          --------------
<S>                                                     <C>                     <C>

Net cash provided by (used in)
 operating activities                                $ 19,681                $(63,818)

Cash flows from investing activities:
  Deposit for the purchase of substantially
    all of the assets from Western
    Integrated Networks, LLC                             (700)                      -
  Purchase of minority interest in
    wireless subsidiary                                     -                  (2,500)
  Capital expenditures for property, plant
    and equipment                                     (26,602)                (36,178)
  Purchases of held-to-maturity investments                 -                  (5,161)
  Maturities of held-to-maturity investments            1,723                   7,435
  Proceeds from sale of alarm monitoring
    assets                                              4,495                       -
  Changes in deferred charges and other
    assets                                                  6                      16
                                                      -------                 -------
  Net cash used in investing activities               (21,078)                (36,388)

Cash flows from financing activities:
  Principal payments of long-term debt                 (1,071)                 (1,071)
  Dividends paid                                       (7,479)                 (7,725)
  Repurchase of common stock                          (28,220)                 (7,358)
  Proceeds from exercise of stock options                 726                       -
                                                      -------                 -------
  Net cash used in financing activities               (36,044)                (16,154)

                                                      -------                 -------
Decrease in cash and cash equivalents                 (37,441)               (116,360)

Cash and cash equivalents at beginning of
  period                                               54,520                 169,955
                                                      -------                 -------
Cash and cash equivalents at end of
  period                                              $17,079                 $53,595
                                                      =======                 =======

</TABLE>

                             See accompanying notes.

<PAGE>




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

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     The condensed consolidated financial statements of SureWest  Communications
     (the "Company") have been prepared pursuant to the rules and regulations of
     the Securities and Exchange  Commission  (the "SEC") and, in the opinion of
     management,  include all adjustments  (consisting  only of normal recurring
     adjustments)  necessary  to present  fairly  the  results  for the  interim
     periods  shown.  Certain  information  and  footnote  disclosures  normally
     included  in  annual  financial  statements  prepared  in  accordance  with
     accounting  principles  generally  accepted in the United  States have been
     condensed  or  omitted  pursuant  to such SEC  rules  and  regulations  and
     accounting principles  applicable for interim periods.  Management believes
     that the disclosures  made are adequate to make the  information  presented
     not misleading. These condensed consolidated financial statements should be
     read in conjunction  with the consolidated  financial  statements and notes
     thereto included in the Company's 2001 Annual Report on Form 10-K.

     The Company is a holding company with subsidiaries that provide  integrated
     communications  services.  The Company's  wholly-owned  principal operating
     subsidiary is Roseville Telephone Company ("Roseville Telephone"). SureWest
     Directories,  Roseville Long Distance Company  ("Roseville Long Distance"),
     SureWest  Internet,  SureWest  Broadband,  SureWest  Custom  Data  Services
     (formerly  QuikNet,  Inc),  SureWest  Wireless,  SureWest Televideo (d.b.a.
     "SureWest  Broadband/  Residential  Services")  and  Roseville  Alternative
     Company ("Roseville Alternative") are each wholly-owned subsidiaries of the
     Company.   SureWest  Wireless  provides  wireless  personal   communication
     services ("PCS").  The Company expects that the sources of its revenues and
     its cost  structure  may be different in future  periods as a result of its
     entry into new communications markets.

     On January 25, 2002,  the Company sold  substantially  all of the assets of
     its  alarm  monitoring  division,  which  was a  component  of the  Telecom
     segment, for approximately  $5,150,  subject to certain future adjustments,
     which are not expected to be material. This sale resulted in a pre-tax gain
     of $4,436 during the quarter  ended March 31, 2002.  Through June 30, 2002,
     the  Company  had  received  cash  proceeds  of  $4,995,  of which $500 was
     received  during  the fourth  quarter  of 2001,  related to the sale of the
     alarm  monitoring  division assets,  which consisted  primarily of customer
     contracts and equipment,  which had a net book value of approximately  $355
     as of the date of the sale.  Total operating  revenues  attributable to the
     Company's alarm monitoring  division during the quarter ended June 30, 2001
     were $627 (none in the second quarter of 2002).  For the six-month  periods
     ended June 30, 2002 and 2001, total operating revenues  attributable to the
     Company's alarm monitoring division were $279 and $1,214, respectively.

     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  Common
     Stock from 100  million  shares to 200  million  shares with a par value of
     $0.01 and also  authorized 10 million shares of preferred  stock with a par
     value of $0.01. The enactment of the  aforementioned  approvals was left to
     the  discretion  of the Board of  Directors.  As of August 1,  2002,  these
     approvals have not been implemented.

     On May 31, 2002, the Company repurchased 300,000 shares of its common stock
     from one if its employee benefit plans at a price of $50.00 per share.

     Certain  amounts in the Company's  2001  condensed  consolidated  financial
     statements have been  reclassified to conform with the  presentation of its
     2002 condensed consolidated financial statements.

2.   BUSINESS SEGMENTS

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

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

         Three months ended
           June 30, 2002                         Telecom           PCS             Consolidated
                                                ---------        --------          ------------
        <S>                                      <C>                 <C>               <C>
         Operating revenues                     $ 37,751        $  6,042            $  43,793
         Depreciation and amortization             7,299           3,728               11,027
         Income (loss) from operations             8,647          (5,600)               3,047

         Three months ended
           June 30, 2001                         Telecom           PCS             Consolidated
                                                ---------        --------          ------------
         Operating revenues                     $ 34,251        $  4,085            $  38,336
         Depreciation and amortization             6,762           2,650                9,412
         Income (loss) from operations             7,996          (7,497)                 499


         At June 30, 2002 and for the
           six months ended                      Telecom           PCS             Consolidated
                                                ---------        --------          ------------
         Operating revenues                     $ 76,297        $ 11,460            $  87,757
         Depreciation and amortization            14,152           7,322               21,474
         Income (loss) from operations            20,833         (12,657)               8,176
         Assets                                  284,886          92,941              377,827

         At June 30, 2001 and for the
           six months ended                      Telecom           PCS             Consolidated
                                                ---------        --------          ------------
         Operating revenues                     $ 71,813        $  8,787            $  80,600
         Depreciation and amortization            13,845           5,209               19,054
         Income (loss) from operations            19,402         (12,847)               6,555
         Assets                                  329,495          88,729              418,224
</TABLE>

3.   RECENT ACCOUNTING PRONOUNCEMENTS

     The Company adopted Statement of Financial  Accounting  Standards  ("SFAS")
     No. 142,  "Goodwill and Other Intangible  Assets,  on January 1, 2002. SFAS
     No. 142 addresses  accounting and reporting for acquired goodwill and other
     intangible assets and supersedes APB Opinion No. 17,  "Intangible  Assets."
     The Company  believes its wireless PCS and LMDS  licenses  have  indefinite
     lives  because such  licenses can be renewed  indefinitely  at little cost.
     Accordingly,  the Company has applied the nonamortization provision of SFAS
     No. 142 to the Company's  wireless PCS and LMDS licenses  effective January
     1, 2002,  which resulted in an increase in the Company's  consolidated  net
     income of $76 and $152  ($0.01 per share in both  periods)  for the quarter
     and six months ended June 30, 2002,  respectively.  The Company's operating
     results for the quarter and six months  ended June 30, 2001  included  $118
     and $230 of  amortization  related to the  Company's  wireless PCS and LMDS
     licenses.  In the absence of such amortization,  the Company's adjusted net
     income for the quarter  and six months  ended June 30, 2001 would have been
     $1,546  ($0.10 per share) and $6,597  ($0.43 per share).  Beginning  in the
     first  quarter of 2002,  the  Company's  wireless PCS and LMDS licenses are
     carried  at the  lower  of cost  or fair  value  (the  application  of this
     provision  of  SFAS  No.  142  had no  effect  on the  Company's  condensed
     consolidated  financial  statements  as of and for the three and six months
     ended June 30, 2002).  According to the provisions of SFAS No. 142 goodwill
     is evaluated for impairment in a two-step  process.  The first step screens
     for potential  impairment and the second step measures any impairment  loss
     resulting from step one. The Company completed step one of the transitional
     impairment test during the quarter ended June 30, 2002. The Company did not
     identify  any  impairment  as a result of this step.  SFAS No. 142 requires
     that  goodwill be tested for  impairment  annually,  or more  frequently if
     impairment  indicators  arise. The Company does not presently  believe that
     any impairment indicators exist.  Commencing in 2002, the Company will test
     for impairment annually at the beginning of the fourth quarter.

     In August 2001, the Financial  Accounting  Standards  Board ("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 is required to adopt SFAS No. 143 on January
     1, 2003,  and it does not believe the  adoption of SFAS No. 143 will have a
     material effect on its consolidated financial statements.

     On January 1, 2002, the Company  adopted SFAS No. 144,  "Accounting for the
     Impairment or Disposal of Long-Lived  Assets,"  which  supersedes  SFAS No.
     121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
     Assets to Be  Disposed  Of," and  provides  a single  accounting  model for
     long-lived  assets to be disposed  of. The adoption of SFAS No. 144 did not
     have a material effect on the Company's consolidated financial statements.

     On  January  1, 2002,  the  Company  adopted  the  provision  of the FASB's
     Emerging Issues Task Force ("EITF") Issue 00-25,  "Vendor Income  Statement
     Characterization  of  Consideration  from a Vendor to a Retailer,"  dealing
     with   consideration   from  a  vendor  to  a  reseller  under  cooperative
     advertising  and other  arrangements.  This  provision  of EITF Issue 00-25
     states  that  consideration  from a vendor to a  resel1er  of the  vendor's
     products or services is presumed to be a reduction of the selling  price of
     the  vendor's  products  or  services,  unless the vendor (i)  receives  an
     identifiable   benefit  in  return  for  the  consideration  and  (ii)  can
     reasonably  estimate the fair value of the benefit received.  If the amount
     of consideration paid by the vendor exceeds the estimated fair value of the
     benefit  received,  the excess  amount is to be recorded by the vendor as a
     reduction of revenues.  The application of this new guidance did not have a
     material  effect  on  the  Company's   condensed   consolidated   financial
     statements as of and for the quarter and six months ended June 30, 2002.

4.   SHAREABLE EARNINGS OBLIGATIONS

     Beginning  in January  2002,  Roseville  Telephone  began paying a consumer
     dividend for intrastate overearnings relating to the years 1998 and 1999. A
     portion of the consumer's  intrastate  service  charges will be returned in
     the form of a surcredit  over 12 months or until a  threshold  of $4,600 is
     met. For the quarter and six-month  period ended June 30, 2002,  $1,359 and
     $2,147, respectively, has been returned to the consumers.

     As of June 30, 2002,  the Company's  condensed  consolidated  balance sheet
     reflected   aggregate   liabilities   of  $16,522   relating  to  Roseville
     Telephone's   estimated   interstate  and  intrastate   shareable  earnings
     obligations. The calculations supporting these liabilities are very complex
     and involve a variety of estimates prior to the ultimate settlement of such
     obligations.  In  addition,   Roseville  Telephone's  interstate  shareable
     earnings obligations lapse over time if Roseville Telephone's interexchange
     carrier  and other  customers  do not claim the  amounts  ascribed to them.
     Accordingly,  it is reasonably possible that management's  estimates of the
     Company's  liabilities  for interstate and  intrastate  shareable  earnings
     obligations  could change in the near term, and the amounts  involved could
     be material.

5.   SUBSEQUENT EVENTS

     Effective  July 12, 2002,  the Company  acquired  substantially  all of the
     assets of Western  Integrated  Networks,  LLC ("WIN")and certain affiliates
     for $12 million plus the assumption of certain  liabilities under executory
     contracts.  In accordance  with the acquisition  agreement,  on the closing
     date $10.8  million  (including  the deposit  described  below) was paid in
     cash,  and $1.2 million is being held in an escrow  account for 180 days to
     protect  the  Company  in the event of  certain  breaches  by WIN under the
     agreement.  The aggregate  purchase price  included a $700 initial  deposit
     delivered to WIN on June 21, 2002. WIN, which operated under the "WINfirst"
     name, had filed a voluntary petition for reorganization under Chapter 11 of
     U.S.  Bankruptcy  Code on March 11, 2002.  Subsequently,  the United States
     Bankruptcy  Court for the  District  of Colorado  issued the Sale  Approval
     Order.  The asset  acquisition  includes a dedicated  fiber  coaxial  cable
     network that passes 42,000 homes, plus a network  operations center, a call
     center,  video head end (the  originating  point for  television  signals),
     processing and distribution  equipment,  and the lease on an 180,000 square
     foot state-of-the-art  facility.  Since July 12, 2002, the Company has been
     offering  bundled  high-speed  Internet,  cable  television  and  telephone
     services under the name SureWest Broadband/Residential Services.

     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 line at June 30, 2002.

<PAGE>




                            SUREWEST COMMUNICATIONS

PART I

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

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

Important factors that could cause actual results to differ from those set forth
in the forward looking statements  include,  but are not limited to: advances in
telecommunications  technology,  changes  in the  telecommunications  regulatory
environment,  changes in 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 PCS, Internet and Competitive Local
Exchange Carrier operating entities.

Results of Operations

General

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

The  Telecom  segment is aligned  with  specific  subsidiaries  of the  Company.
Roseville Telephone Company ("Roseville  Telephone"),  a wholly-owned subsidiary
of the Company,  provides  local and toll  telephone  services,  network  access
services,  billing and collection services,  directory  advertising services and
certain nonregulated services.  SureWest Directories,  a wholly-owned subsidiary
of the  Company,  publishes  and  distributes  Roseville  Telephone's  directory
including the sale of yellow pages  advertising.  SureWest  Directories  is also
engaged in the business of producing, publishing and distributing directories in
other Northern California  communities outside of Roseville  Telephone's service
area. The Company's  wholly-owned  subsidiary,  Roseville Long Distance  Company
("Roseville  Long  Distance"),  is engaged  in the  provision  of long  distance
services. The Company's wholly-owned subsidiary, SureWest Internet is engaged in
the  provision  of high speed  Internet  services.  The  Company's  wholly-owned
subsidiary SureWest Custom Data Services (formerly QuikNet,  Inc.) is engaged in
the provision of custom data  services.  SureWest  Televideo  (d.b.a.  "SureWest
Broadband/Residential  Services"), a recently-formed  wholly-owned subsidiary of
the Company,  acquired from Western Integrated Networks,  LLC and affiliates the
assets necessary to provide high speed Internet,  cable television and telephone
services in the Sacramento area.

The PCS  segment  consists of the  Company's  wholly-owned  subsidiary  SureWest
Wireless, which provides wireless PCS.

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

Purchase of Wireless PCS Minority Interest

During  the  second  quarter  of 2001,  the  Company  acquired  from  Foresthill
Telephone Co. ("FHT") its 1.8% interest in West Coast PCS LLC ("West Coast") for
$2.5 million in cash. As a result of the acquisition,  the Company now owns 100%
of West Coast.  A former member of the Company's  Board of Directors was, at the
time of the acquisition, the President and sole shareholder of FHT.

Telecom Revenue Overview

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

Certain  of the  Company's  interexchange  carriers  have  filed for  bankruptcy
protection in 2002, the most notable of which was WorldCom,  Inc.  ("WorldCom"),
which, together with its affiliates, filed for protection on July 21, 2002. As a
result of the WorldCom  bankruptcy filing, the Company recognized in the quarter
ended June 30,  2002,  as bad debt  expense,  sums owing  from  WorldCom  to the
Company for services in the period prior to the bankruptcy filing.

With respect to post-petition  obligations,  WorldCom has proposed pursuant to a
special  provision of the Bankruptcy  Code, and the Bankruptcy Court has agreed,
utilities are entitled to "adequate  assurances"  that WorldCom will satisfy its
obligations for  post-petition  services.  If assurances are not provided,  then
arguably utilities can refuse to continue the provision of services to WorldCom.

In its  original  filings,  WorldCom  proposed  its  own  set of  assurances  to
utilities,  but such  assurances  did not  include  either  deposits  or advance
payments. The Bankruptcy Court's Order establishes a process for utilities, like
the Company, to object to WorldCom's proposal, including a deadline of August 6,
2002 for filings in  opposition to WorldCom's  proposal,  and a related  hearing
date of August 12,  2002.  The Company is currently  considering  its options in
connection with the bankruptcy proceeding,  including the possibility of joining
with other similarly  situated  incumbent local exchange  carriers,  and seeking
appropriate  relief  beyond  WorldCom's  proposal,  to  assure  payment  for the
Company's services subsequent to July 21, 2002, or alternatively,  proposing the
ultimate termination of services to WorldCom.

Revenues from services subject to regulation  constituted  approximately  67% of
the Company's total operating  revenues for the quarters ended June 30, 2002 and
2001. For the six-month  periods ended June 30, 2002 and 2001,  revenues subject
to regulation  constituted  approximately  68% of the Company's  total operating
revenues.  Revenues subject to regulation,  which include local service, network
access service, and toll service revenues generated by Roseville Telephone,  are
derived from various  sources,  including  billings to business and  residential
subscribers  for  basic  exchange  services,   extended  area  service  charges,
surcharges  mandated by the California Public Utilities  Commission  ("P.U.C."),
billings to Pacific Bell, a wholly-owned  subsidiary of SBC Communications Inc.,
long distance carriers, competitive access providers and subscribers for network
access  services,  interstate  settlement  revenues  from the National  Exchange
Carrier Association,  and support payments from the Universal Service Fund and a
California High Cost Fund.

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

The F.C.C. monitors Roseville Telephone's interstate earnings through the use of
annual cost separation  studies prepared by Roseville  Telephone,  which utilize
estimated cost  information and projected  demand usage.  The F.C.C  establishes
rules that carriers must follow in the  preparation  of the annual  studies.  On
January 23, 2001,  the F.C.C.  issued a Memorandum  Opinion and Order to another
telephone company in which it clarified how Internet  traffic,  which the F.C.C.
had prior to that date characterized as largely interstate in nature,  should be
treated.  Additionally,  under  current  F.C.C.  rules  governing  rate  making,
Roseville Telephone is required to establish interstate rates based on projected
demand usage for its various  services and  determine  the actual  earnings from
these rates once actual volumes and costs are known.

During 2000 and 2001, Internet traffic and DSL service grew  substantially,  far
exceeding  Roseville  Telephone's  estimates,  which resulted in actual earnings
exceeding the levels allowed by the F.C.C.  Based on  preliminary  cost studies,
the Company recognized  liabilities relating to Roseville  Telephone's estimated
interstate  shareable earnings  obligations of $1.0 million and $1.4 million for
the quarters ended June 30, 2002 and 2001,  respectively,  through reductions of
revenues.  For the six-month  periods ended June 30, 2002 and 2001,  the company
recognized  liabilities relating to Roseville  Telephone's  estimated interstate
shareable  earnings  obligation of $1.2 million and $3.2 million,  respectively,
through  reductions  of  revenues,  related to Roseville  Telephone's  estimated
interstate shareable earnings obligations.

Prior to  January 1, 2002,  Roseville  Telephone  billed  Pacific  Bell  various
charges  for  certain  local  service and  network  access  service  revenues in
accordance  with certain  agreements as described  below. Of the Company's total
revenues for the quarters and  six-month  periods  ended June 30, 2002 and 2001,
less than 10% was  recorded  under these  agreements  in each  period.  In 1999,
Pacific Bell expressed  interest in withdrawing from the designated carrier plan
("DCP")  for  Roseville  Telephone's  toll  traffic  and  to  enter  into a new,
permanent  compensation  arrangement for extended area service ("EAS").  The DCP
was a compensation  arrangement between Roseville Telephone and Pacific Bell for
certain  intralata  toll services.  Pacific Bell also paid  Roseville  Telephone
$11.5 million per year for EAS pursuant to a Settlement Transition Agreement. In
November  2000, the P.U.C.  authorized  Pacific Bell to terminate its annual EAS
payments  to  Roseville  Telephone  effective  November  30,  2000.  The  P.U.C.
authorized  replacement funding on an interim basis using the current reserve in
the California High Cost Fund, and denied  permanent  replacement  funding.  The
P.U.C.  also  opened  an Order  Instituting  Investigation  for the  purpose  of
determining  whether  recovery of all,  none,  or a portion of the $11.5 million
annual  payments  should come from  Roseville  Telephone's  ratepayers  or other
regulatory  recovery  mechanisms.  These  proceedings  began in 2001 and will be
conducted  through 2003.  During the quarter ended June 30, 2002,  the Office of
Ratepayer Advocates ("ORA") of the PUC issued an audit report in response to the
P.U.C.'s Order  Instituting  Investigation  (OII) relating to RTC. The ORA audit
report  recommends that the CPUC discontinue  RTC's present EAS funding from the
CHCF. The P.U.C.'s final judgment  regarding the aforementioned ORA audit report
is not expected  until 2003.  The P.U.C.  has made no  indication as to what, if
any, changes will be forthcoming relating to EAS revenues.  The results of these
proceedings and their  potential  effects on Roseville  Telephone  cannot yet be
determined.  In addition, since the DCP arrangement with Pacific Bell expired in
December  2001,  Roseville  Telephone  now bills and  keeps its  customers  toll
traffic.  The  termination  of  the  DCP  and  transition  to a  bill  and  keep
arrangement  did  not  have a  material  impact  on the  Company's  consolidated
financial  position as of June 30, 2002 or results of operations for the quarter
and six months then ended.

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

In accordance with the  requirements  of its general rate case order,  Roseville
Telephone  filed an application  for review of its NRF in 1999.  This proceeding
considered  modifications to the NRF structure,  including  potential changes to
the  current  monitoring  and  reporting  requirements,   the  earnings  sharing
mechanism  and  related  matters.  In  addition,  the  P.U.C.  ORA  undertook  a
verification  audit  of  Roseville  Telephone's   non-regulated  and  affiliated
transactions  pursuant to the general rate case and other P.U.C. orders. In June
2001,  the P.U.C.  adopted its  decision in this  matter (the  "Decision").  The
Decision  did not  suspend  the  sharing  mechanism  and the  P.U.C.  ruled that
Roseville Telephone must change the allocation method used to allocate costs for
services  provided by Roseville  Telephone to its  affiliates,  the treatment of
certain  directory  revenues and the treatment of  internal-use  software costs.
Additionally,  in accordance  with the  provisions of the Decision,  the Company
recorded  liabilities  and  reductions  of  revenues of $438  thousand  and $875
thousand relating to estimated  intrastate shareable earnings during the quarter
and six-month  period ended June 30, 2002.  For the quarter ended June 30, 2001,
the Company recorded a liability through a reduction of revenues of $4.1 million
relating to estimated  interstate  shareable  earnings  obligations (none in the
first quarter of 2001).

Beginning in January 2002,  Roseville Telephone began paying a consumer dividend
for  intrastate  overearnings  relating to the years 1998 and 1999. A portion of
the  consumer's  intrastate  service  charges  will be returned in the form of a
surcredit  over 12 months or until a threshold  of $4.6  million is met. For the
quarter and six-month  periods ended June 30, 2002,  approximately  $1.4 million
and $2.1 million, respectively, has been returned to consumers.

As of  June  30,  2002,  the  Company's  condensed  consolidated  balance  sheet
reflected   aggregate   liabilities  of  $16.5  million  relating  to  Roseville
Telephone's  estimated interstate and intrastate shareable earnings obligations.
The  calculations  supporting  these  liabilities are very complex and involve a
variety of estimates prior to the ultimate  settlement of such  obligations.  In
addition,  Roseville Telephone's interstate shareable earnings obligations lapse
over time if Roseville Telephone's  interexchange carrier and other customers do
not claim the amounts ascribed to them.  Accordingly,  it is reasonably possible
that  management's  estimates of the Company's  liabilities  for  interstate and
intrastate  shareable earning obligations could change in the near term, and the
amounts involved could be material.

PCS Revenue Overview

The PCS segment  derives  its revenue  from the  provision  of wireless  digital
personnel   communication   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 and custom
calling features.  Wireless services are provided on a month-to-month  basis and
are generally billed in advance.

Quarter and six months ended June 30, 2002 and 2001

Operating Revenues:

Revenues subject to regulation, which include local and network access services,
increased  $3.7  million  and $4.7  million,  or 15% and 9%, for the quarter and
six-month  periods  ended  June 30,  2002,  respectively,  compared  to the same
periods in 2001.  This increase was due to the combined  effects of 1) increased
network  access  revenues  due to the  expanded  demand  for  DSL  services  and
dedicated  access,  2) increases in custom  calling and other  enhanced  network
services,  3) access  line  growth of 2%, and 4) a  reduction  in the  Company's
provision  for  its  estimated  interstate  and  intrastate  shareable  earnings
obligations.

Wireless  service revenues  increased $2.0 million and $2.7 million,  or 48% and
30%, in the quarter and  six-month  periods  ended June 30, 2002,  respectively,
compared to the same periods in 2001, as a result of continued  additions to the
customer base.

Revenues from non-regulated  sales and services decreased $354 thousand and $761
thousand,  or 21% and 22%, for the quarter and six-month  periods ended June 30,
2002,  respectively,  compared to the same periods in 2001, due primarily to the
sale of the Company's alarm monitoring division in the first quarter of 2002.

Other operating revenues  primarily consist of Internet services,  long distance
services,  billing and  collection  services and other  miscellaneous  services.
Other operating  revenues  increased $250 thousand and $511 thousand,  or 8% for
the quarter and  six-month  periods  ended June 30,  2002,  compared to the same
periods in 2001, due primarily to an increase in the market  penetration of long
distance  services,  continued  additions to the  Internet  customer  base,  and
increased  revenues  from the addition of SureWest  Custom Data  Services in the
third quarter of 2001.

Operating Expenses:

Total operating expenses increased $2.9 million and $5.5 million,  or 8% and 7%,
for the  quarter  and  six-month  periods  ended  June 30,  2002,  respectively,
compared to the same periods in 2001.  Cost of services  and products  increased
$930  thousand  and $2.0  million,  or 7% and 8%, for the quarter and  six-month
periods ended June 30, 2002,  respectively,  due primarily to 1) increased costs
in long distance,  tower rents,  and roaming  charges  related to the continuing
expansion  of the  coverage  area and  increased  demand for  SureWest  Wireless
services,  2)  increased  expenses  from the  addition of  SureWest  Custom Data
Services in the third quarter of 2001, and 3) modem and transport  costs related
to Internet  services.  These increases were partially offset by the sale of the
Company's alarm monitoring division in the first quarter of 2002.

Customer  operations  and  selling  expense  decreased  $737  thousand  and $373
thousand,  or 9% and 2%, for the quarter and  six-month  periods  ended June 30,
2002  compared to the same periods in 2001 due  primarily  to  decreased  dealer
commissions  for wireless  service.  This  decrease was  partially  offset by 1)
increased customer service expense  associated with Internet  subscriber growth,
and 2) increased  expenses from the addition of SureWest Custom Data Services in
the third quarter of 2001.

General and administrative  expenses increased $1.1 million and $1.4 million, or
17% and 12%,  for the  quarter  and  six-month  periods  ended  June  30,  2002,
respectively,  compared to the same periods in 2001.  These  increases  were due
primarily to the bad debt expense  recognized  during the second quarter of 2002
associated  with access  charge  billings to an  interexchange  carrier that has
filed for  bankruptcy  protection.  On July 21,  2002,  WorldCom,  Inc.  and its
affiliated  companies  filed for bankruptcy  protection  under Chapter 11 of the
United States Bankruptcy Code. The bad debt expense recognized during the second
quarter includes $1.1 million  relating to obligations of WorldCom,  Inc. to the
Company for the period prior to the bankruptcy filing.

Depreciation  and amortization  increased $1.6 million and $2.4 million,  or 17%
and  13%,  for  the  quarter  and   six-month   periods  ended  June  30,  2002,
respectively,  compared to the same periods in 2001, as a result of increases in
PCS property,  plant and equipment,  and amortization of network software.  This
increase  was  partially  offset by a decrease in  amortization  relating to the
Company's  wireless  licenses  due to the  adoption of  Statement  of  Financial
Accounting Standards ("SFAS") No. 142 as described below.

Other Income (Expense), Net:

Other income (expense),  net, decreased $2.2 million and $189 thousand,  or 110%
and 4%, for the quarter and six-month periods ended June 30, 2002, respectively,
compared to the same periods in 2001.  This  decrease was primarily due to lower
average invested balances during 2002 due to the sale of the Company's  cellular
partnership  interest  during the  fourth  quarter of 2000.  This  decrease  was
partially  offset by the gain from the sale of the  Company's  alarm  monitoring
division of $4.4 million in January 2002.

Income Taxes:

Income  taxes  for the  quarter  and  six-month  periods  ended  June 30,  2002,
increased  $154  thousand  and  $581  thousand,  or 15% and  13%,  respectively,
compared to the same  periods in 2001,  due  primarily  to an increase in income
subject  to  tax.  The   effective   federal  and  state  income  tax  rate  was
approximately 40.2% for the six-month periods ended June 30, 2002 and 2001.

Liquidity and Capital Resources

As reflected in the Condensed  Consolidated  Statements of Cash Flows,  net cash
provided by operating  activities  was $19.7  million for the  six-month  period
ended June 30, 2002. Net cash used in operating activities was $63.8 million for
the six-month  period ended June 30, 2001.  The increase in cash from  operating
activities  for the six-month  period ended June 30, 2002,  compared to the same
period in 2001, was due primarily to a $90 million payment of income tax in 2001
related to the sale of the  Company's  cellular  partnership  interest  in 2000.
During the  six-month  period ended June 30,  2002,  the Company used cash flows
from  operations  and  existing  cash and cash  equivalents  to fund 1)  capital
expenditures of $26.6 million pertaining to ongoing plant construction projects,
2) common stock  repurchases of $13.2 million,  3) common stock repurchases from
one of the Company's employee benefit plans of $15 million, 4) dividends of $7.5
million,  5) principal payments of $1.1 million to retire long-term debt, and 6)
a $700 thousand deposit for the purchase of  substantially  all of the assets of
Western Integrated Networks, LLC ("WIN"), as described below.

The Company's most  significant use of funds for the balance of 2002 is expected
to be for 1) remaining  $11.3 million  purchase price of WIN plus the assumption
of certain liabilities under executory contracts,  2) remaining budgeted capital
expenditures of approximately  $40.0 million, 3) remaining scheduled payments of
long-term  debt of $1.1  million,  4) net operating  expenditures  of up to $3.2
million relating to SureWest Wireless,  and 5) net operating  expenditures of up
to $7.2 million relating to SureWest Broadband/Residential Services.

Effective July 12, 2002, the Company acquired substantially all of the assets of
WIN for $12 million plus the assumption of certain  liabilities  under executory
contracts.   Since  the  acquisition  the  Company  has  been  offering  bundled
high-speed  Internet,  cable  television  and telephone  services under the name
SureWest Broadband/Residential Services. The aggregate purchase price included a
$700 thousand initial deposit delivered to WIN on June 21, 2002.

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 Common Stock from 100 million
shares to 200 million  shares with a par value of $0.01 and also  authorized  10
million  shares of preferred  stock with a par value of $0.01.  The enactment of
the  aforementioned  approvals  was  left  to the  discretion  of the  Board  of
Directors. As of August 1, 2002, these approvals have not been implemented.

In February  2000,  the Board of Directors  authorized the repurchase of up to 1
million  shares of Company common stock.  In June,  2002, the Board of Directors
approved the repurchase of an additional 500 thousand shares. Additionally,  the
Company  implemented an odd lot  repurchase  program during 2001. The shares are
purchased from time to time in the open market or through  privately  negotiated
transactions  subject to overall financial and market  conditions.  Through June
30, 2002,  approximately 1 million shares of common stock have been  repurchased
through the programs.  The Company has authorization from the Board of Directors
to repurchase an additional 508 thousand outstanding shares.

In March 2000,  the Company  entered into a business loan  agreement with a bank
for a $30 million line of credit with a term of three years.  In 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 line at June 30, 2002.

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 fixed
prices during the term of the  agreement.  For the year 2002,  the Company has a
minimum  aggregate long distance service usage commitment of approximately  $1.6
million. On January 28, 2002, Global Crossing filed for protection under Chapter
11 of the U.S. Bankruptcy Code. The Company is presently unable to determine the
impact,  if any,  that  Global  Crossing's  bankruptcy  filing  will have on the
Company's long distance operations.  However, the Company believes that it could
procure long distance network transport  services from other  telecommunications
providers. In the event the Company must procure network transport services from
another  telecommunications  provider, rates for such service may be higher than
those offered by Global Crossing.  However, the Company believes that the impact
on its results of operations  resulting  from any potential  change in transport
rates would not be material.

On January 25,  2002,  the Company sold  substantially  all of the assets of its
alarm monitoring  division,  which was a component of the Telecom  segment,  for
approximately $5.2 million, subject to certain future adjustments, which are not
expected to be  material.  This sale  resulted in a pre-tax gain of $4.4 million
during the quarter ended March 31, 2002.  Through June 30, 2002, the Company had
received  cash  proceeds of $5.0  million,  of which $500  thousand was received
during the fourth quarter of 2001,  related to the sale of the alarm  monitoring
division assets,  which consisted primarily of customer contracts and equipment,
which had a book  value of  approximately  $355  thousand  as of the date of the
sale.  Total operating  revenues  attributable to the Company's alarm monitoring
division  during the quarter ended June 30, 2001 were $627 thousand (none in the
second quarter of 2002). For the six-month periods ended June 30, 2002 and 2001,
total operating revenues attributable to the Company's alarm monitoring division
were $279 thousand and $1.2 million, respectively.

The Company had cash and cash equivalents at June 30, 2002, of $17.1 million. In
addition,  the Company has borrowing capacity under the aforementioned  business
loan agreement,  and believes,  given its financial  position and debt-to-equity
position, it has substantial  additional short and long-term borrowing capacity.
Accordingly,  the Company believes that its working capital position,  operating
cash flows and  borrowing  capacity  are more than  sufficient  to  satisfy  its
liquidity  requirements  in  2002.  While  the  reported  bankruptcy  filing  by
WorldCom,  Inc. and its affiliates may continue to have an adverse effect on the
Company's results of operations, the Company does not currently believe that the
WorldCom  bankruptcy will impair in any way the Company's ability to satisfy its
liquidity  requirements.  The Company  may  consider  other  sources of external
financing for the purposes of funding future capital  expenditures and potential
investments   including  the  possible   incurrence   of  additional   long-term
indebtedness.

Critical Accounting Policies and Estimates

Below is a summary of the Company's critical accounting policies and estimates:

o    Total revenues from telephone  services are affected by rates authorized by
     various regulatory  agencies.  The F.C.C.  monitors  Roseville  Telephone's
     interstate  earnings  through  the use of annual  cost  separation  studies
     prepared by Roseville  Telephone,  which utilize estimated cost information
     and projected demand usage. The F.C.C. establishes rules that carriers must
     follow in the  preparation of the annual studies.  In addition,  under NRF,
     Roseville   Telephone  is  subject  to  ongoing  monitoring  and  reporting
     requirements by the P.U.C., including a sharing mechanism whereby Roseville
     Telephone  may be required to share  earnings with  customers  based on its
     earned annual rate-of return.  The calculations  supporting the liabilities
     associated with the Company's estimated shareable earnings  obligations are
     very  complex  and  involve a variety of  estimates  prior to the  ultimate
     settlement of such obligations. Accordingly, it is reasonably possible that
     management's   estimates  of  Roseville   Telephone's   shareable  earnings
     obligations  could change in the near term, and the amounts  involved could
     be material.

o    The  Company  recognizes  revenue  when  (i)  persuasive   evidence  of  an
     arrangement  between the Company and the customer exists,  (ii) delivery of
     the product to the customer  has  occurred or service has been  provided to
     the customer, (iii) the price to the customer is fixed and determinable and
     (iv) collectibility of the sales price is reasonably assured.

o    Property,  plant and equipment and intangible  assets are recorded at cost.
     Additions and substantial  improvements  are  capitalized.  Retirements and
     other  reductions  of regulated  telephone  plant and equipment are charged
     against  accumulated  depreciation  with  no gain  or  loss  recognized  in
     accordance with the composite group remaining life methodology utilized for
     telephone  plant  assets.   When  property   applicable  to   non-telephone
     operations  is  sold  or  retired,   the  asset  and  related   accumulated
     depreciation  are removed from the accounts and the associated gain or loss
     is  recognized.  Property,  plant and equipment and  intangible  assets are
     depreciated  or  amortized  using  the  straight-line   method  over  their
     estimated economic lives,  certain of which were  significantly  revised in
     the  fourth  quarter  of  2000.  In  assessing  the  recoverability  of the
     Company's  property,  plant and  equipment  and  intangible  assets,  which
     consist  of  wireless   licenses  and  goodwill,   the  Company  must  make
     assumptions  regarding  estimated  future  cash flows and other  factors to
     determine the fair value of the respective  assets.  If these estimates and
     assumptions  change in the  future,  the  Company may be required to record
     impairment  charges  relating  to its  property,  plant and  equipment  and
     intangible  assets. See further discussion below concerning the adoption of
     SFAS Nos. 142 and 144 during the first quarter of 2002.

o    The Company  accounts for income taxes using the  liability  method.  Under
     this method,  deferred tax assets and liabilities  are determined  based on
     differences  between the  financial  reporting  and tax basis of assets and
     liabilities  and are measured using the enacted tax rates and laws that are
     expected to be in effect when the differences are expected to reverse.  The
     Company does not have a valuation allowance on its deferred tax asset as of
     June 30,  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 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 has pension and  postretirement  benefit costs and obligations.
     The  Company's   pension  and   postretirement   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 postretirement benefit costs and obligations.

Other Financial Information

Recent accounting pronouncements

The Company  adopted SFAS No. 142,  "Goodwill and Other  Intangible  Assets,  on
January 1, 2002.  SFAS No. 142 addresses  accounting  and reporting for acquired
goodwill  and other  intangible  assets  and  supersedes  APB  Opinion  No.  17,
"Intangible  Assets." The Company  believes  its wireless PCS and LMDS  licenses
have  indefinite  lives  because such  licenses can be renewed  indefinitely  at
little cost. Accordingly,  the Company has applied the nonamortization provision
of SFAS  No.  142 to the  Company's  wireless  PCS and LMDS  licenses  effective
January 1, 2002, which resulted in an increase in the Company's consolidated net
income of $76 thousand and $152  thousand  ($0.01 per share in both periods) for
the quarter and six months  ended June 30,  2002,  respectively.  The  Company's
operating  results for the quarter and six months  ended June 30, 2001  included
$118  thousand  and $230  thousand  of  amortization  related  to the  Company's
wireless  PCS and  LMDS  licenses.  In the  absence  of such  amortization,  the
Company's adjusted net income for the quarter and six months ended June 30, 2001
would have been $1.5  million  ($0.10 per  share)  and $6.6  million  ($0.43 per
share).  Beginning in the first quarter of 2002, the Company's  wireless PCS and
LMDS licenses are carried at the lower of cost or fair value (the application of
this  provision  of  SFAS  No.  142 had no  effect  on the  Company's  condensed
consolidated  financial  statements as of and for the three and six months ended
June 30,  2002).  According  to the  provisions  of SFAS No.  142,  goodwill  is
evaluated  for  impairment  in a two-step  process.  The first step  screens for
potential  impairment and the second step measures any impairment loss resulting
from step one. The Company  completed  step one of the  transitional  impairment
test during the quarter  ended June 30,  2002.  The Company did not identify any
impairment  as a result of this step.  SFAS No. 142  requires  that  goodwill be
tested for  impairment  annually,  or more  frequently if impairment  indicators
arise.  The Company does not presently  believe that any  impairment  indicators
exist.  Commencing in 2002, the Company will test for impairment annually at the
beginning of the fourth quarter.

In August 2001, the Financial  Accounting  Standards  Board ("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 is required to
adopt SFAS No. 143 on January 1, 2003,  and it does not believe the  adoption of
SFAS  No.  143  will  have  a  material  effect  on its  consolidated  financial
statements.

On January 1, 2002,  the  Company  adopted  SFAS No.  144,  "Accounting  for the
Impairment or Disposal of Long-Lived  Assets,"  which  supersedes  SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed Of," and provides a single accounting model for long-lived assets to
be disposed of. The  application of SFAS No. 144 did not have a material  effect
on the Company's consolidated financial statements.

On January 1, 2002,  the Company  adopted the  provision of the FASB'S  Emerging
Issues   Task   Force   ("EITF")   Issue   00-25,   "Vendor   Income   Statement
Characterization  of  Consideration  from a Vendor to a Retailer,"  dealing with
consideration  from a vendor to a reseller  under  cooperative  advertising  and
other arrangements. This provision of EITF Issue 00-25 states that consideration
from a vendor to a resel1er of the vendor's  products or services is presumed to
be a reduction of the selling price of the vendor's products or services, unless
the vendor (i) receives an identifiable  benefit in return for the consideration
and (ii) can reasonably estimate the fair value of the benefit received.  If the
amount of  consideration  paid by the vendor exceeds the estimated fair value of
the  benefit  received,  the excess  amount is to be recorded by the vendor as a
reduction  of  revenues.  The  application  of this new  guidance did not have a
material effect on the Company's condensed  consolidated financial statements as
of and for the six months ended June 30, 2002.


<PAGE>




PART II

Item 1.  Regulatory and Legal Proceedings.

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

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

In 1996, Congress passed the  Telecommunications  Act of 1996 (the "Act"), which
significantly   changed  the  regulatory   environment  for   telecommunications
companies.  Beginning  in 1996,  the F.C.C.  conducted  proceedings  and adopted
orders implementing the Act's provisions to open local exchange service markets,
such as the market of Roseville Telephone, to competition. These proceedings and
orders  address  interconnection,  access  charges and universal  service.  With
respect to local competition, the F.C.C. rules outline pricing methodologies for
the  states  to  follow  when  setting  rates for  incumbent  carriers  (such as
Roseville  Telephone)  to charge  competitors  for resale,  interconnection  and
unbundled network elements.

In January 2001,  the United States Supreme Court granted a petition for writ of
certiorari to review certain  aspects of the  implementation  of the Act. On May
13, 2002,  the court issued its decision  upholding the F.C.C.'s  TELRIC pricing
model and its rule requiring ILECs to bundle  uncombined  network  elements when
requested by CLECs.  On May 24, 2002, the United States Court of Appeals for the
District of Columbia Circuit set aside two F.C.C. orders implementing provisions
of the  Telecommunications  Act of 1996 that direct the  Commission to determine
what network  elements ILECs must make available for lease to CLECs. On June 18,
2002,  the United  States Court of Appeals for the  District of Columbia  denied
challenges to the F.C.C.'s collocation rules.

Given the Act's relatively  recent  enactment,  the ongoing actions taken by the
F.C.C. to promulgate rules and regulations on interconnection access charges and
universal service reform, and the various on-going legal challenges  considering
the validity of these F.C.C.  orders,  it is not yet possible to determine fully
the impact of the Act and related F.C.C.  regulations  on Roseville  Telephone's
operations.

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

     o    Additional rules governing the opening of markets to competition

     o    The goals and definition of universal  telephone service in a changing
          environment,  including  examination of subsidy support mechanisms for
          subscribers of different carriers  (including the incumbent  carriers)
          and in various geographic areas.

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

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


<PAGE>



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

On May 17, 2002,  the Company held its  regularly  scheduled  Annual  Meeting of
Shareholders, at which the shareholders:

(1)  Elected a Board of seven (7) Directors;

(2)  Considered  and  acted  upon an  amendment  to the  Company's  2000  Equity
     Incentive Plan to increase the number of shares available thereunder and to
     extend the year of termination until 2012;

(3)  Considered  and acted upon a  proposal  to change  the  Company's  state of
     incorporation from California to Delaware; and

(4)  Considered and acted upon the setting of the number of authorized shares of
     Common Stock at 200,000,000  shares and to authorize  10,000,000  shares of
     Preferred Stock.

The seven nominees to serve, as directors,  which constituted the existing Board
of Directors,  were all reelected to serve as directors,  by the following votes
(out of 14,912,038).
<TABLE>
<CAPTION>

                                                             Broker Non-
                                                                Votes
                                                                 and
                          Votes           Votes Withheld      Abstentions
     Director              For
   ------------        -----------          ----------         -----------
<S>                       <C>                   <C>                <C>
Thomas E. Doyle         12,598,857            357,094              N/A
Kirk C. Doyle           12,586,839            369,112              N/A
Brian H. Strom          12,570,034            385,917              N/A
John R. Roberts III     12,604,602            351,349              N/A
Chris L. Branscum       12,584,972            370,979              N/A
Timothy D. Taron        12,578,239            377,712              N/A
Neil J. Doerhoff        12,592,504            363,447              N/A
</TABLE>

The proposal to approve an amendment to the Company's 2000 Equity Incentive Plan
to increase the number of shares available  thereunder and to extend the year of
termination until 2012:
<TABLE>
<CAPTION>

             For           Against/Withheld     Abstentions     Broker Non-Votes
          ----------       ----------------     -----------     ----------------
                <S>             <C>                     <C>        <C>
          10,156,323            814,291           645,605              N/A
</TABLE>

The proposal to change the Company's state of  incorporation  from California to
Delaware:
<TABLE>
<CAPTION>
             For          Against/Withheld      Abstentions     Broker Non-Votes
          ----------      ----------------      -----------     ----------------
                <S>             <C>               <C>                   <C>
          9,457,848           1,454,463           703,908              N/A
</TABLE>

The  proposal  to set the  number  of  authorized  shares  of  common  stock  at
200,000,000 shares and to authorize 10,000,000 share of preferred stock:
<TABLE>
<CAPTION>

             For           Against/Withheld      Abstentions    Broker Non-Votes
          ----------       ----------------      -----------    ----------------
                <S>           <C>                       <C>          <C>
          9,599,236            1,356,767           660,216             N/A

</TABLE>

<PAGE>



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

a)   See Index to Exhibits.

b)   Reports on Form 8-K:

     The  Company  filed a report  on Form 8-K on May 15,  2002  announcing  its
     preliminary  discussions  regarding an  acquisition  out of bankruptcy of a
     business   providing  voice,   data,  and  video  services  in  Sacramento,
     California.

     The  Company  filed a report on Form 8-K on May 31,  2002  relating  to the
     announcement  of the Company's  repurchase of 300,000  shares of its common
     stock  from one of its  employee  benefit  plans at a price of  $50.00  per
     share.

     The  Company  filed a report on Form 8-K on June 19,  2002  announcing  its
     execution of an asset  purchase  agreement  to acquire  assets from Western
     Integrated  Networks,  Inc.  ("WINfirst").  WINfirst is in the  business of
     providing voice, data, and video services in Sacramento, California.

     The  Company  filed a report on Form 8-K on June 27,  2002  related  to the
     announcement of the Company's Board of Directors approval of the repurchase
     of up to an additional 500,000 shares of the Company's common stock.

     The  Company  filed a report on Form 8-K on July 29,  2002  related  to the
     acquisition of substantially all of its assets of WINfirst.



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

                                                                                          Method
    Exhibit No.                               Description                                of Filing          Page
        <S>                                     <C>                                      <C>                 <C>

        3(a)          Articles of Incorporation of Registrant, together with          Incorporated by        -
                      Certificate of Amendment of Articles of Incorporation dated        reference
                      January 25, 1996 and Certificate of Amendment of Articles
                      of Incorporation dated June 21, 1996 (Filed as Exhibit 3(a)
                      to Form 10-Q Quarterly Report for the quarter ended
                      September 30, 1996)

        3(b)          Certificate of Amendment of Articles of Incorporation dated     Incorporated by        -
                      May 18, 2001 (Filed as Exhibit 3(b) to Form 10-Q Quarterly         reference
                      Report for the quarter ended June 30, 2001)

        3(c)          Bylaws of Registrant (Filed as Exhibit 3(b)to Form 10-K         Incorporated by        -
                      Annual Report of the Registrant for the year ended December        reference
                      31, 2000)

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

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

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

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

</TABLE>

<PAGE>

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

<TABLE>
<CAPTION>
                                                                                          Method
    Exhibit No.                               Description                                of Filing          Page
        <S>                                       <C>                                       <C>             <C>

       10(d)          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(e)          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(f)          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)

       10 (g)         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 (h)         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 (i)         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)

       10 (j)         Letter agreement dated January 16, 2001                         Incorporated by        -
                      between Registrant and Fred Arcuri                                 reference
                      (Filed as exhibit 10 (j) to Form 10-Q Quarterly Report of
                      Registrant for the quarter ended March 31, 2002)

</TABLE>



<PAGE>





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

                                                                                          Method
    Exhibit No.                               Description                                of Filing          Page
        <S>                                     <C>                                        <C>              <C>

       10 (k)         Letter agreement dated January 16, 2001                         Incorporated by        -
                      between Registrant and David Marsh                                 reference
                      (Filed as exhibit 10 (k) to Form 10-Q Quarterly Report of
                      Registrant for the quarter ended March 31, 2002)

       10 (l)         Business Loan Agreement of Registrant with Bank of America,     Filed herewith       29-37
                      dated March 15, 2000, as amended by Amendment No. 2 dated
                      as of September 15, 2000; as amended by Amendment No. 3
                      dated as of July 17, 2001 and as amended by Amendment No. 4
                      dated as of June 26, 2002
</TABLE>



<PAGE>

                                   signatures

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

                             SUREWEST COMMUNICATIONS
                                  (Registrant)

Date: August 1, 2002          By:          /s/BRIAN H. STROM
                                          --------------------------------------
                                           Brian H. Strom,
                                           President and Chief
                                           Executive Officer



Date: August 1, 2002         By:          /s/MICHAEL D. CAMPBELL
                                          --------------------------------------
                                           Michael D. Campbell,
                                           Executive Vice President
                                           and Chief Financial Officer




<PAGE>


                                   signatures

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

                             SUREWEST COMMUNICATIONS
                                  (Registrant)


Date:   August 2, 1002       By:         ___________________________
                                            Brian H. Strom,
                                            President and Chief
                                            Executive Officer



Date:   August 2, 2002       By:          ___________________________
                                            Michael D. Campbell,
                                            Executive Vice President
                                            and Chief Financial Officer



                      CERTIFICATION BY PRINCIPAL EXECUTIVE
                     OFFICER AND PRINCIPAL FINANCIAL OFFICER

I, Brian H. Strom,  President and Chief Executive  Officer,  certify that, based
upon a review of SureWest Communication's  Quarterly Report on Form 10-Q for the
quarter ended June 30, 2002 (the "Report"):

(1)  the Report fully  complies  with the  requirements  of section 13(a) 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 the operations of SureWest
     Communications.


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

                           Date:  August 1, 2002


I, Michael D. Campbell,  Executive Vice President and Chief  Financial  Officer,
certify that, based upon a review of SureWest  Communication's  Quarterly Report
on Form 10-Q for the quarter ended June 30, 2002 (the "Report"):

(1)  the Report fully  complies  with the  requirements  of section 13(a) 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 the operations of SureWest
     Communications.


                           /s/  Michael D. Campbell
                           Michael D. Campbell
                           Executive Vice President and Chief
                           Financial Officer

                           Date:  August 1, 2002


<PAGE>




                        AMENDMENT NO. 2 TO LOAN AGREEMENT


     This Amendment No. 2 (the  "Amendment")  dated as of September 15, 2000, is
between Bank of America, N.A. (the "Bank") and Roseville  Communications Company
(the "Borrower")

                                    RECITALS

     A. The Bank and the Borrower entered into a certain Business Loan Agreement
dated as of March 15, 2000 as previously amended (the "Agreement").

     B. The Bank and the Borrower desire to further amend the Agreement.

                                    AGREEMENT

     1.  Definitions.  Capitalized  terms used but not defined in this Amendment
shall have the meaning given to them in the Agreement.

     2. Amendments. The Agreement is hereby amended as follows:


          2.1  Subparagraphs  (a) of Paragraph 1.1of the Agreement is amended to
     read in its entirety as follows:

                         "(a)During the availability period described below, the
                    Bank will  provide a line of  credit  to the  Borrower.  The
                    amount of the line of credit (the  `Commitment') is equal to
                    the amounts indicated for each period specified below:

                    Period                                       Amount

                    From the date of this Agreement
                    through December 30, 2001                    $50,000,000

                    From December 31, 2001
                    and thereafter                               $30,000,000"

          2.2  Subparagraph  (a) of Paragraph 1.3 of the Agreement is amended to
     read in its entirety as follows:

                         "(a) Unless the  Borrower  elects an optional  interest
                    rate as described  below,  the  interest  rate is the Bank's
                    Prime  Rate  plus/minus  the  Applicable  Margin as  defined
                    below."

          2.3  Subparagraph  (b) of Paragraph 1.5 of the Agreement is amended to
     read in its entirety as follows:

                         "(b) the  LIBOR  Rate  plus the  Applicable  Margin  as
                    defined below."

          2.4 A new Paragraph  1.6 is added to the Agreement  which reads in its
     entirety as follows:

                         "1.6 Applicable  Margin. The Applicable Margin shall be
                    the  following  amounts  per annum,  based upon the ratio of
                    Funded  Debt to EBIDTA (as defined in  Paragraph  7.4 of the
                    Agreement),  as set  forth  in  the  most  recent  financial
                    statement  received by the Bank as required in the Covenants
                    section;  provided,  however,  that, until the Bank receives
                    the most recent financial  statement,  such amounts shall be
                    those indicated for pricing level 1 set forth below:

<TABLE>
<CAPTION>
                                                     Applicable Margin
         Pricing                              (in percentage points per annum)
         Level         Ratio                  Prime Rate +/-     LIBOR Rate +
         -----         -----                  --------------     ------------
          <S>              <C>                      <C>               <C>

           1          <1.50:1.0                  -0.50%             0.75%
                      -
           2          <2.00:1.0 but > .50:1.0    -0.25%             1.00%
                      -
           3          <2.50:1.0 but > .00:1.0    +0.00%             1.25%
                            -

</TABLE>
                         Note:  "<"  denotes  "less  than or  equal  to" and ">"
                    denotes "greater than." -

                    The  Applicable  Margin shall be in effect from the date the
                    most  recent  financial  statement  is  received by the Bank
                    until the date the next  financial  statement  is  received;
                    provided,  however,  that if the  Borrower  fails to  timely
                    deliver the next financial statement,  the Applicable Margin
                    from the date  such  financial  statement  was due until the
                    date such financial  statement is received by the Bank shall
                    be the highest pricing level set forth above."

               2.5 In Paragraph  7.3 of the  Agreement,  the amount "One Hundred
          Ninety Million Dollars  ($190,000,000)"  is substituted for the amount
          "One Hundred Eighty Million Dollars ($180,000,000)".

               2.6 In Paragraph  7.4 of the  Agreement is amended to read in its
          entirety as follows:

                         "7.4  Funded  Debt to EBITDA  Ratio.  To  maintain on a
                    consolidated  basis a ratio of  Funded  Debt to  EBITDA  not
                    exceeding 2.50:1.0.

                    `Funded  Debt'  means  all  outstanding   indebtedness   for
                    borrowed  money  and  other  interest-bearing  indebtedness,
                    including current and long term indebtedness.

                    `EBITDA'  means the sum of net  income  before  taxes,  plus
                    interest expense, plus depreciation, depletion, amortization
                    and other non-cash charges.

                    This  ratio  will be  calculated  at the end of each  fiscal
                    quarter, using the results of that quarter and each of the 3
                    immediately preceding quarters."

                         2.7  Subparagraph  (f) is added to Paragraph 7.6 of the
                    Agreement, which shall read as follows:

                         (f) Additional debts of Roseville Telephone Company for
                    the  acquisition  of fixed  assets  which do not exceed Five
                    Million Dollars ($5,000,000) outstanding at anyone time.

                         2.8  Subparagraph  (c) is added to paragraph 7.7 of the
                    Agreement, which shall read as follows:

                         "(c)  Additional   purchase  money  security   interest
                    incurred by  Roseville  Telephone  Company in  equipment  or
                    other personal property fixed assets acquired after the date
                    of that certain  Amendment No. 2 to this  Agreement,  if the
                    total  principal  amount of debts secured by such liens does
                    not exceed  Five  Million  Dollars  ($5,000,000)  at any one
                    time"

               2.9  Subparagraph (f) of Paragraph 7.18 is amended to read in its
          entirety as follows:

                         "(f) voluntarily suspended its business at any time."

               2.10   Subparagraph  (g)  is  added  to  Paragraph  7.18  of  the
          Agreement, which shall read as follows:

                         "(g) acquire or purchase a business or its assets for a
                    consideration,  including assumption of direct or contingent
                    debt, in excess of Ten Million  Dollars  ($10,000,000 in the
                    aggregate"

               3.  Representations and Warranties.  When the Borrower signs this
          Amendment,  the Borrower represents and warrants to the Bank that: (a)
          there is no event  which is,  or with  notice or lapse of time or both
          would be, a default under the Agreement  except those events,  if any,
          that have been  disclosed  in writing to the Bank or waived in writing
          by the Bank, (b) the  representations  and warranties in the Agreement
          are  true as of the date of this  Amendment  as if made on the date of
          this  Amendment,  (c) this Amendment is within the Borrower's  powers,
          has  been  duly  authorized,  and does  not  conflict  with any of the
          Borrower's  organizational  papers,  and (d) this  Amendment  does not
          conflict with any law, agreement,  or obligation by which the Borrower
          is bound.

               4.  Conditions.  This  Amendment  will be effective when the Bank
          receives the following  items,  in form and content  acceptable to the
          Bank:

                         (4.1) A Corporate Resolution to Obtain Credit certified
                    by the Borrower's Corporate Secretary in the amount of Fifty
                    Million Dollars ($50,000,000).

               5. Effect of Amendment. Except as provided in this Amendment, all
          of the terms and  conditions  of the  Agreement  shall  remain in full
          force and effect.

               This Amendment is executed as of the date stated at the beginning
          of this Amendment.


                                              Bank of America, N.A.

                                              By_________________________
                                              Robert L. Munn, Jr.
                                              Senior Vice President

                                              Roseville Communications Company

                                              By__________________________
                                              Michael D. Campbell
                                              Executive Vice President, Chief
                                              Financial Officer and Treasurer


<PAGE>


                        AMENDMENT NO. 3 TO LOAN AGREEMENT


     This  Amendment  No. 3 (the  "Amendment")  dated as of July  17,  2001,  is
between Bank of America, N.A. (the "Bank") and Roseville  Communications Company
(the "Borrower").

                                    RECITALS

     A. The Bank and the Borrower entered into a certain Business Loan Agreement
dated as of March 15, 2000 as previously amended (the "Agreement").

     B. The Bank and the Borrower desire to further amend the Agreement.

                                    AGREEMENT

     1.  Definitions.  Capitalized  terms used but not defined in this Amendment
shall have the meaning given to them in the

Agreement.

     2. Amendments. The Agreement is hereby amended as follows:


     2.1 Paragraph 1.1 (b) is amended to read in its entirety as follows:

               (b)  This  is a  revolving  line of  credit  providing  for  cash
          advances and letters of credit.  During the availability  period,  the
          Borrower may repay principal amounts and reborrow them.

     2.2 A new  Paragraph  1.7 is added  to the  Agreement,  which  reads in its
entirety as follows:

               (a)  This line of credit may be used for financing:

               (i)  standby  letters of credit  with a maximum  maturity  not to
                    extend beyond the Expiration Date.

               (ii) The  amount of  letters  of credit  outstanding  at any time
                    (including  amounts  drawn on  letters of credit and not yet
                    reimbursed) may not exceed Five Hundred  Thousand and 00/100
                    Dollars ($500,000.00)

               (b)  The Borrower agrees:

               (i)  any sum drawn under a letter of credit may, at the option of
                    the Bank, be added to the principal amount outstanding under
                    this Agreement.  The amount will bear interest and be due as
                    described elsewhere in this Agreement.

               (ii) if there is a default under this  Agreement,  to immediately
                    prepay and make the Bank whole for any  outstanding  letters
                    of credit.

               (iii)the issuance of any letter of credit and any  amendment to a
                    letter of credit is subject to the Bank's  written  approval
                    and must be in form and content satisfactory to the Bank and
                    in favor of a beneficiary acceptable to the Bank.

               (iv) to sign  the  Bank's  form  Application  and  Agreement  for
                    Standby Letter of Credit.

               (v)  to pay any issuance and/or other fees that the Bank notifies
                    the  Borrower  will be charged for  issuing  and  processing
                    letters of credit for the Borrower.

               (vi) to  allow  the Bank to  automatically  charge  its  checking
                    account for applicable fees, discounts, and other charges.

     3. Representations and Warranties.  When the Borrower signs this Amendment,
the Borrower  represents  and  warrants to the Bank that:  (a) there is no event
which is, or with notice or lapse of time or both would be, a default  under the
Agreement  except those events,  if any, that have been  disclosed in writing to
the  Bank  or  waived  in  writing  by the  Bank,  (b) the  representations  and
warranties in the Agreement are true as of the date of this Amendment as if made
on the date of this  Amendment,  (c) this  Amendment  is within  the  Borrower's
powers,  has  been  duly  authorized,  and  does  not  conflict  with any of the
Borrower's  organizational  papers and (d) this Amendment does not conflict with
any law, agreement, or obligation by which the Borrower is bound.

     5. Effect of Amendment.  Except as provided in this  Amendment,  all of the
terms and conditions of the Agreement shall remain in full force and effect.

     This  Amendment is executed as of the date stated at the  beginning of this
Amendment.


                                               Bank of America, N.A.

                                               By_________________________
                                               Robert L. Munn, Jr.
                                               Senior Vice President

                                               Roseville Communications Company

                                               By__________________________
                                               Brian H. Strom, President, CEO



<PAGE>



                        AMENDMENT NO. 4 TO LOAN AGREEMENT


     This  Amendment  No. 4 (the  "Amendment")  dated as of June  26,  2002,  is
between Bank of America,  N.A.  (the "Bank") and  SureWest  Communications  (the
"Borrower"), formerly known as Roseville Communications Company.

                                    RECITALS

     A. The Bank and the Borrower entered into a certain Business Loan Agreement
dated  as of  March  15,  2000  (together  with  any  previous  amendments,  the
"Agreement").

     B. The Bank and the Borrower desire to amend the Agreement.

                                    AGREEMENT

     1.  Definitions.  Capitalized  terms used but not defined in this Amendment
shall have the meaning given to them in the Agreement.

     2. Amendments. The Agreement is hereby amended as follows:


          2.1 The second sentence of Paragraph  1.1(a) is amended to read in its
     entirety as follows:

               The  amount of the line of  credit  (the  "Commitment")  is Fifty
          Million Dollars ($50,000,000.00).

          2.2 In  Paragraph  1.2, the date "June 1, 2003" is changed to "June 1,
     2004."

          2.3  Paragraph  7.3 is  hereby  amended  to  read in its  entirety  as
     follows:

               7.3  Tangible  Net Worth.  To  maintain on a  consolidated  basis
               Tangible  Net Worth  equal to at least Two  Hundred  Twenty  Five
               Million Dollars ($225,000,000).

               "Tangible  Net  Worth"  means the value of the  Borrower's  total
               assets  (including  leaseholds  and  leasehold  improvements  and
               reserves   against  assets  but  excluding   goodwill,   patents,
               trademarks,  trade names, organization expense,  unamortized debt
               discount  and  expense,  capitalized  or  deferred  research  and
               development costs,  deferred marketing  expenses,  and other like
               intangibles, and monies due from affiliates, officers, directors,
               employees,  shareholders,  members or managers  of the  Borrower)
               less total liabilities,  including but not limited to accrued and
               deferred income taxes,  but excluding the non-current  portion of
               Subordinated   Liabilities.   "Subordinated   Liabilities"  means
               liabilities  subordinated  to the  Borrower's  obligations to the
               Bank in a manner acceptable to the Bank in its sole discretion.

          2.4  In  Paragraph   7.5,   the  amount   "Fifteen   Million   Dollars
     ($15,000,000)"  is changed to "Seven Million Five Hundred  Thousand Dollars
     ($7,500,000)."

          2.5 Paragraphs 7.6(f) and 7.7(c) are deleted.

          2.6  In   Paragraph   7.18(g),   the  amount  "Ten   Million   Dollars
     ($10,000,000)" is changed to "Twenty Five Million Dollars ($25,000,000)."

          2.7 New  Paragraph  8.12 is added to the  Agreement  and  reads in its
     entirety as follows:

               8.12  Debts/Security  Interests  (Roseville  Telephone  Company).
               Roseville  Telephone  Company  ("RTC") has outstanding at any one
               time debts for the  acquisition  of equipment  or other  personal
               property   fixed   assets  that  exceed  Five   Million   Dollars
               ($5,000,000),  or RTC  creates,  assumes,  or allows any security
               interest or lien on such fixed assets  except for purchase  money
               security  interests that secure only the permitted debts incurred
               for the acquisition of such fixed assets.

          3.  Representations  and  Warranties.  When the  Borrower  signs  this
     Amendment, the Borrower represents and warrants to the Bank that: (a) there
     is no event  which is, or with  notice or lapse of time or both would be, a
     default  under the Agreement  except those  events,  if any, that have been
     disclosed in writing to the Bank or waived in writing by the Bank,  (b) the
     representations  and warranties in the Agreement are true as of the date of
     this Amendment as if made on the date of this Amendment, (c) this Amendment
     does not  conflict  with any law,  agreement,  or  obligation  by which the
     Borrower is bound, and (d) this Amendment is within the Borrower's  powers,
     has been duly authorized,  and does not conflict with any of the Borrower's
     organizational papers.

          4. Conditions. This Amendment will be effective when the Bank receives
     the following item, in form and content acceptable to the Bank:

               (a)  Corporate  Resolution  to  Obtain  Credit  certified  by the
               Borrower's  Corporate  Secretary  in the amount of Fifty  Million
               Dollars ($50,000,000).

          5. Effect of Amendment.  Except as provided in this Amendment,  all of
     the terms and  conditions of the  Agreement  shall remain in full force and
     effect.

          6. Counterparts.  This Amendment may be executed in counterparts, each
     of  which  when so  executed  shall be  deemed  an  original,  but all such
     counterparts together shall constitute but one and the same instrument.

          7.  FINAL  AGREEMENT.  This  written  Amendment  represents  the final
     agreement  between and among the parties hereto and may not be contradicted
     by  evidence  of prior,  contemporaneous,  or  subsequent  oral  agreements
     between  or among the  parties.  There  are no  unwritten  oral  agreements
     between or among the parties.

          This  Amendment is executed as of the date stated at the  beginning of
     this Amendment.



<PAGE>




                                                     Bank of America, N.A.

                                                     By________________________
                                                     John Grauten
                                                     Senior Vice President

                                                     SureWest Communications

                                                     By_________________________
                                                     Michael D. Campbell
                                                     Executive Vice President,
                                                     Chief Financial Officer and
                                                     Treasurer

                                                     SureWest Communications

                                                     By________________________
                                                     Brian H. Strom
                                                     President, CEO