Registration No. 333-42870

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                         POST-EFFECTIVE AMENDMENT No. 1
                                       to
                                    FORM S-8

                             REGISTRATION STATEMENT
                                      under
                           The Securities Act of 1933

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

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


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

                             SUREWEST COMMUNICATIONS
                           2000 EQUITY INCENTIVE PLAN
                            (Full title of the plan)

                              Jed E. Solomon, Esq.
                             Cooper, White & Cooper
                        201 California Street, 17th Floor
                         San Francisco, California 94111
                     (Name and address of agent for service)

                    Telephone Number, including area code, of
                               agent for service:
                                 (415) 433-1900


<PAGE>




                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                                                       Proposed
                                                Proposed               Maximum
Title of                                        Maximum                Aggregate
Securities to            Amount to be           Offering Price         Offering               Amount of
be Registered            Registered (1)         Per Share (2)          Price(2)               Registration Fee
---------------------------------------------------------------------------------------------------------------
<S>                         <C>                 <C>                         <C>                   <C>
Common Stock             700,000 shares         $22.77                 $15,939,000            $1,876.14
</TABLE>

(1)  This  Registration  Statement  shall  also cover any  additional  shares of
     Common Stock which become issuable by reason of any stock  dividend,  stock
     split,  recapitalization or other similar transaction  effected without the
     receipt of  consideration  which  results in an  increase  in the number of
     Registrant's outstanding shares of Common Stock.

(2)  Estimated in accordance  with Rules 457(c) and (h) under the Securities Act
     of 1933, as amended  solely for the purpose of  calculating  the filing fee
     and based on the  average of the high and low  prices of the  Common  Stock
     reported on the NASDAQ Stock Market on March 15, 2005.


                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.
        ---------------------------------------

     SureWest Communications (the "Company") hereby incorporates by reference in
this registration statement the following documents:

     (a) Annual Report on Form 10-K for the fiscal year ended  December 31, 2004
filed with the Securities and Exchange Commission ("SEC") on March 16, 2005;

     (b) All other  reports  filed  pursuant  to  Section  13(a) or 15(d) of the
Securities  Exchange Act of 1934, as amended (the "Exchange  Act") since the end
of the fiscal year covered by the Company document referred to in (a) above;

     (c) The description of the Company's capital stock filed with the SEC on or
about May 4, 1995 in Registration  Statement No.  33-58271,  and the Articles of
Incorporation  and  Amendment  thereto  which  appeared  as Exhibit  3(a) to the
Quarterly Report on Form 10-Q for the quarter ended September 30, 1996.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment to this  registration  statement  which  indicates that all securities
offered  hereby have been sold or which  deregisters  all  securities  remaining
unsold,  shall be deemed to be  incorporated  by reference in this  registration
statement and to be a part hereof from the date of the filing of such documents.

Item 4. Description of Securities.
        -------------------------

     The class of securities to be offered is registered under Section 12 of the
Exchange Act.

Item 5. Interests of Named Experts and Counsel.
        --------------------------------------

     Inapplicable.

Item 6. Indemnification of Directors and Officers.
        -----------------------------------------

     Section  204 of the  General  Corporation  Law of the  State of  California
("California Law") authorizes a corporation to adopt a provision in its articles
of incorporation eliminating the personal liability of directors to corporations
and their  shareholders  for  monetary  damages for breach or alleged  breach of
directors' "duty of care." Following a California corporation's adoption of such
a  provision,  its  directors  are not  accountable  to  corporations  and their
shareholders for monetary damages for conduct constituting  negligence (or gross
negligence)  in the  exercise  of their  fiduciary  duties;  however,  directors
continue to be subject to equitable  remedies such as injunction or  rescission.
Under California Law, a director also continues to be liable for (1) a breach of
his or her duty of loyalty; (2) acts or omissions not in good faith or involving
intentional  misconduct or knowing  violations  of law; (3) illegal  payments of
dividends;  and (4) approval of any transaction from which a director derives an
improper personal  benefit.  The adoption of such a provision in the articles of
incorporation  also does not limit  directors'  liability for  violations of the
federal securities laws.

     Section 317 of the California Law makes a provision for the indemnification
of officers, directors and other corporate agents in terms sufficiently broad to
indemnify such persons, under certain circumstances,  for liabilities (including
reimbursement  for expenses  incurred) arising under the Securities Act of 1933,
as amended (the "Securities Act"). The  indemnification  provided by Section 317
is  not  exclusive  to  the  extent   additional  rights  are  authorized  in  a
corporation's articles of incorporation.

     The Company has adopted  provisions  in its Articles of  Incorporation,  as
amended,  which eliminate the personal liability of its directors to the Company
and its shareholders for monetary damages for breach of the directors' fiduciary
duties in certain  circumstances  and  authorize  the Company to  indemnify  its
officers, directors and other agents to the fullest extent permitted by law.

Item 7. Exemption from Registration Claimed.
        -----------------------------------

     Inapplicable.



<PAGE>



Item 8.  Exhibits.
         --------

Exhibit Number

          4.1  SureWest  Communications  2000 Equity  Incentive Plan, as amended
               (filed as Exhibit  10.9 to the  Company's  Annual  Report on Form
               10-K/A for the year ended December 31, 2003)

          5.1  Opinion of Cooper, White & Cooper LLP

          23.1 Consent  of  Ernst & Young  LLP,  Independent  Registered  Public
               Accounting Firm

          23.2 Consent of Cooper,  White & Cooper LLP (Included with the opinion
               filed as Exhibit 5.1 hereto)

          24.1 Powers of  Attorney  (contained  in the  signature  pages of this
               Post-Effective   Amendment   No.  1  to  Form  S-8   Registration
               Statement)


Item 9. Undertakings.
        ------------

A.   The undersigned registrant hereby undertakes:

     (1)  to file,  during any period in which offers or sales are being made, a
          post-effective amendment to this Registration Statement:

     (i)  to  include  any  prospectus  required  by  Section  10(a)(3)  of  the
          Securities Act;

     (ii) to reflect in the  prospectus  any facts or events  arising  after the
          effective  date of this  Registration  Statement  (or the most  recent
          post-effective  amendment  thereof)  which,  individually  or  in  the
          aggregate, represent a fundamental change in the information set forth
          in this  Registration  Statement--notwithstanding  the foregoing,  any
          increase or decrease  in volume of  securities  offered (if the dollar
          value  of   securities   offered  would  not  exceed  that  which  was
          registered)  and  any  deviation  from  the  low  or  high  end of the
          estimated  maximum  offering  range  may be  reflected  in the form of
          prospectus  filed with the  Commission  pursuant to Rule 424(b) if, in
          the aggregate,  the changes in volume and price represent no more than
          a 20% change in the maximum aggregate  offering price set forth in the
          "Calculation of Registration Fee" table in the effective  Registration
          Statement; and

     (iii)to  include  any  material  information  with  respect  to the plan of
          distribution not previously  disclosed in this Registration  Statement
          or any  material  change  to such  information  in  this  Registration
          Statement;

          provided,  however, that clauses (1)(i) and (1)(ii) shall not apply if
          the information required to be included in a post-effective  amendment
          by  those  clauses  is  contained  in  periodic  reports  filed by the
          Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
          that are incorporated by reference into this Registration Statement;

          (2)  That,  for the purpose of  determining  any  liability  under the
               Securities  Act,  each  such  post-effective  amendment  shall be
               deemed  to  be a  new  registration  statement  relating  to  the
               securities  offered therein,  and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof; and

          (3)  To  remove  from   registration  by  means  of  a  post-effective
               amendment any of the  securities  being  registered  which remain
               unsold at the termination of the offering.


B.   The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
     determining  any  liability  under the  Securities  Act, each filing of the
     registrant's  annual  report  pursuant to Section 13(a) or Section 15(d) of
     the Exchange  Act that is  incorporated  by  reference in the  registration
     statement shall be deemed to be a new  registration  statement  relating to
     the securities offered therein, and the offering of such securities at that
     time shall be deemed to be the initial bona fide offering thereof.

C.   Insofar as indemnification for liabilities arising under the Securities Act
     may be permitted to  directors,  officers  and  controlling  persons of the
     registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
     registrant  has been  advised  that in the  opinion of the  Securities  and
     Exchange  Commission  such  indemnification  is  against  public  policy as
     expressed in the Securities Act and is,  therefore,  unenforceable.  In the
     event that a claim for indemnification against such liabilities (other than
     the payment by the  registrant of expenses  incurred or paid by a director,
     officer or controlling  person of the registrant in the successful  defense
     of any action, suit or proceeding) is asserted by such director, officer or
     controlling person in connection with the securities being registered,  the
     registrant  will,  unless in the opinion of its counsel the matter has been
     settled  by  controlling  precedent,  submit  to  a  court  of  appropriate
     jurisdiction  the question  whether such  indemnification  by it is against
     public  policy as expressed in the  Securities  Act and will be governed by
     the final adjudication of such issue.



<PAGE>




                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of  the   requirements  for  filing  on  Form  S-8  and  has  duly  caused  this
Post-Effective Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned,  thereunto duly authorized, in the City of Roseville,
State of California, on this 16th day of March, 2005.

                             SUREWEST COMMUNICATIONS



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




<PAGE>




                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that the persons whose  signatures  appear
below  constitute  and appoint Brian H. Strom and Philip A. Grybas,  and each of
them,  as true and  lawful  attorneys-in-fact  and  agents  with  full  power of
substitution  and  resubstitution,  for him or her and in his or her name, place
and stead,  in any and all  capacities to sign any and all  attachments  to this
Form S-8 Registration  Statement pertaining to the SureWest  Communications 2000
Equity  Incentive  Plan,  and any or all  amendments  (including  post-effective
amendments) to said Form S-8 Registration Statement,  and to file the same, with
all exhibits  thereto,  and other  documents in connection  therewith,  with the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents full power and  authority  to do and perform each and every act and thing
requisite  and  necessary to be done, as fully to all intents and purposes as he
or she might or could do in person,  hereby  ratifying and  confirming  all that
said  attorneys-in-fact  and  agents  or their  substitute  or  substitutes  may
lawfully do or cause to be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration Statement and these Amendments to Registration Statements have been
signed  below  by the  following  persons  in the  capacities  and on the  dates
indicated.  Moreover,  the  undersigned  hereby also certify that to the best of
their knowledge and belief the issuer meets all of the  requirements  for filing
on Form S-8.
<TABLE>
<CAPTION>

Signature                                                Title                                  Date
<S>                                               <C>                                             <C>

/s/ Philip A. Grybas                     Senior Vice President and Chief                   March 16, 2005
--------------------------------------   Financial Officer (Principal
Philip A. Grybas                         Accounting Officer)

/s/ Kirk C. Doyle                        Director                                          March 16, 2005
--------------------------------------
Kirk C. Doyle

/s/ Brian H. Strom                       Director                                          March 16, 2005
--------------------------------------
Brian H. Strom

/s/ Guy R. Gibson                        Director                                          March 16, 2005
--------------------------------------
Guy R. Gibson

/s/ Steven C. Oldham                     Director                                          March 16, 2005
--------------------------------------
Steven C. Oldham

/s/ John R. Roberts III                  Director                                          March 16, 2005
--------------------------------------
John R. Roberts III

<PAGE>

/s/Timothy D. Taron                      Director                                          March 16, 2005
--------------------------------------
Timothy D. Taron


/s/ Roger J. Valine                      Director                                          March 16, 2005
--------------------------------------
Roger J. Valine

</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "aequityplans8.txt", "description": "EQUITY INCENT PLAN AMEND POST EFFEC AMEND NO. 1", "secsgml_size_bytes": 16784}]
{"company-data": {"conformed-name": "SUREWEST COMMUNICATIONS", "cik": "0000943117", "assigned-sic": "4813", "irs-number": "680365195", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-123379", "film-number": "05686882"}, "business-address": {"street1": "211 LINCOLN ST", "city": "ROSEVILLE", "state": "CA", "zip": "95678-0969", "phone": "9167861407"}, "mail-address": {"street1": "211 LINCOLN ST", "city": "ROSEVILLE", "state": "CA", "zip": "95678-0969"}, "former-company": [{"former-conformed-name": "ROSEVILLE COMMUNICATIONS CO", "date-changed": "19960827"}, {"former-conformed-name": "ROSEVILLE COMTECH", "date-changed": "19950328"}]}
Registration No. 333-42870

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                         POST-EFFECTIVE AMENDMENT No. 1
                                       to
                                    FORM S-8

                             REGISTRATION STATEMENT
                                      under
                           The Securities Act of 1933

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

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

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

                             SUREWEST COMMUNICATIONS
                           2000 EQUITY INCENTIVE PLAN
                            (Full title of the plan)

                              Jed E. Solomon, Esq.
                             Cooper, White & Cooper
                        201 California Street, 17th Floor
                         San Francisco, California 94111
                     (Name and address of agent for service)

                    Telephone Number, including area code, of
                               agent for service:
                                 (415) 433-1900
CALCULATION OF REGISTRATION FEE
Proposed
                                                Proposed               Maximum
Title of                                        Maximum                Aggregate
Securities to            Amount to be           Offering Price         Offering               Amount of
be Registered            Registered (1)         Per Share (2)          Price(2)               Registration Fee
---------------------------------------------------------------------------------------------------------------
Common Stock             700,000 shares         $22.77                 $15,939,000            $1,876.14
(1)  This  Registration  Statement  shall  also cover any  additional  shares of
     Common Stock which become issuable by reason of any stock  dividend,  stock
     split,  recapitalization or other similar transaction  effected without the
     receipt of  consideration  which  results in an  increase  in the number of
     Registrant's outstanding shares of Common Stock.

(2)  Estimated in accordance  with Rules 457(c) and (h) under the Securities Act
     of 1933, as amended  solely for the purpose of  calculating  the filing fee
     and based on the  average of the high and low  prices of the  Common  Stock
     reported on the NASDAQ Stock Market on March 15, 2005.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.
        ---------------------------------------

     SureWest Communications (the "Company") hereby incorporates by reference in
this registration statement the following documents:

     (a) Annual Report on Form 10-K for the fiscal year ended  December 31, 2004
filed with the Securities and Exchange Commission ("SEC") on March 16, 2005;

     (b) All other  reports  filed  pursuant  to  Section  13(a) or 15(d) of the
Securities  Exchange Act of 1934, as amended (the "Exchange  Act") since the end
of the fiscal year covered by the Company document referred to in (a) above;

     (c) The description of the Company's capital stock filed with the SEC on or
about May 4, 1995 in Registration  Statement No.  33-58271,  and the Articles of
Incorporation  and  Amendment  thereto  which  appeared  as Exhibit  3(a) to the
Quarterly Report on Form 10-Q for the quarter ended September 30, 1996.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment to this  registration  statement  which  indicates that all securities
offered  hereby have been sold or which  deregisters  all  securities  remaining
unsold,  shall be deemed to be  incorporated  by reference in this  registration
statement and to be a part hereof from the date of the filing of such documents.

Item 4. Description of Securities.
        -------------------------

     The class of securities to be offered is registered under Section 12 of the
Exchange Act.

Item 5. Interests of Named Experts and Counsel.
        --------------------------------------

     Inapplicable.

Item 6. Indemnification of Directors and Officers.
        -----------------------------------------

     Section  204 of the  General  Corporation  Law of the  State of  California
("California Law") authorizes a corporation to adopt a provision in its articles
of incorporation eliminating the personal liability of directors to corporations
and their  shareholders  for  monetary  damages for breach or alleged  breach of
directors' "duty of care." Following a California corporation's adoption of such
a  provision,  its  directors  are not  accountable  to  corporations  and their
shareholders for monetary damages for conduct constituting  negligence (or gross
negligence)  in the  exercise  of their  fiduciary  duties;  however,  directors
continue to be subject to equitable  remedies such as injunction or  rescission.
Under California Law, a director also continues to be liable for (1) a breach of
his or her duty of loyalty; (2) acts or omissions not in good faith or involving
intentional  misconduct or knowing  violations  of law; (3) illegal  payments of
dividends;  and (4) approval of any transaction from which a director derives an
improper personal  benefit.  The adoption of such a provision in the articles of
incorporation  also does not limit  directors'  liability for  violations of the
federal securities laws.

     Section 317 of the California Law makes a provision for the indemnification
of officers, directors and other corporate agents in terms sufficiently broad to
indemnify such persons, under certain circumstances,  for liabilities (including
reimbursement  for expenses  incurred) arising under the Securities Act of 1933,
as amended (the "Securities Act"). The  indemnification  provided by Section 317
is  not  exclusive  to  the  extent   additional  rights  are  authorized  in  a
corporation's articles of incorporation.

     The Company has adopted  provisions  in its Articles of  Incorporation,  as
amended,  which eliminate the personal liability of its directors to the Company
and its shareholders for monetary damages for breach of the directors' fiduciary
duties in certain  circumstances  and  authorize  the Company to  indemnify  its
officers, directors and other agents to the fullest extent permitted by law.

Item 7. Exemption from Registration Claimed.
        -----------------------------------

     Inapplicable.
Item 8.  Exhibits.
         --------

Exhibit Number

          4.1  SureWest  Communications  2000 Equity  Incentive Plan, as amended
               (filed as Exhibit  10.9 to the  Company's  Annual  Report on Form
               10-K/A for the year ended December 31, 2003)

          5.1  Opinion of Cooper, White & Cooper LLP

          23.1 Consent  of  Ernst & Young  LLP,  Independent  Registered  Public
               Accounting Firm

          23.2 Consent of Cooper,  White & Cooper LLP (Included with the opinion
               filed as Exhibit 5.1 hereto)

          24.1 Powers of  Attorney  (contained  in the  signature  pages of this
               Post-Effective   Amendment   No.  1  to  Form  S-8   Registration
               Statement)

Item 9. Undertakings.
        ------------

A.   The undersigned registrant hereby undertakes:

     (1)  to file,  during any period in which offers or sales are being made, a
          post-effective amendment to this Registration Statement:

     (i)  to  include  any  prospectus  required  by  Section  10(a)(3)  of  the
          Securities Act;

     (ii) to reflect in the  prospectus  any facts or events  arising  after the
          effective  date of this  Registration  Statement  (or the most  recent
          post-effective  amendment  thereof)  which,  individually  or  in  the
          aggregate, represent a fundamental change in the information set forth
          in this  Registration  Statement--notwithstanding  the foregoing,  any
          increase or decrease  in volume of  securities  offered (if the dollar
          value  of   securities   offered  would  not  exceed  that  which  was
          registered)  and  any  deviation  from  the  low  or  high  end of the
          estimated  maximum  offering  range  may be  reflected  in the form of
          prospectus  filed with the  Commission  pursuant to Rule 424(b) if, in
          the aggregate,  the changes in volume and price represent no more than
          a 20% change in the maximum aggregate  offering price set forth in the
          "Calculation of Registration Fee" table in the effective  Registration
          Statement; and

     (iii)to  include  any  material  information  with  respect  to the plan of
          distribution not previously  disclosed in this Registration  Statement
          or any  material  change  to such  information  in  this  Registration
          Statement;

          provided,  however, that clauses (1)(i) and (1)(ii) shall not apply if
          the information required to be included in a post-effective  amendment
          by  those  clauses  is  contained  in  periodic  reports  filed by the
          Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
          that are incorporated by reference into this Registration Statement;

          (2)  That,  for the purpose of  determining  any  liability  under the
               Securities  Act,  each  such  post-effective  amendment  shall be
               deemed  to  be a  new  registration  statement  relating  to  the
               securities  offered therein,  and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof; and

          (3)  To  remove  from   registration  by  means  of  a  post-effective
               amendment any of the  securities  being  registered  which remain
               unsold at the termination of the offering.

B.   The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
     determining  any  liability  under the  Securities  Act, each filing of the
     registrant's  annual  report  pursuant to Section 13(a) or Section 15(d) of
     the Exchange  Act that is  incorporated  by  reference in the  registration
     statement shall be deemed to be a new  registration  statement  relating to
     the securities offered therein, and the offering of such securities at that
     time shall be deemed to be the initial bona fide offering thereof.

C.   Insofar as indemnification for liabilities arising under the Securities Act
     may be permitted to  directors,  officers  and  controlling  persons of the
     registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
     registrant  has been  advised  that in the  opinion of the  Securities  and
     Exchange  Commission  such  indemnification  is  against  public  policy as
     expressed in the Securities Act and is,  therefore,  unenforceable.  In the
     event that a claim for indemnification against such liabilities (other than
     the payment by the  registrant of expenses  incurred or paid by a director,
     officer or controlling  person of the registrant in the successful  defense
     of any action, suit or proceeding) is asserted by such director, officer or
     controlling person in connection with the securities being registered,  the
     registrant  will,  unless in the opinion of its counsel the matter has been
     settled  by  controlling  precedent,  submit  to  a  court  of  appropriate
     jurisdiction  the question  whether such  indemnification  by it is against
     public  policy as expressed in the  Securities  Act and will be governed by
     the final adjudication of such issue.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of  the   requirements  for  filing  on  Form  S-8  and  has  duly  caused  this
Post-Effective Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned,  thereunto duly authorized, in the City of Roseville,
State of California, on this 16th day of March, 2005.

                             SUREWEST COMMUNICATIONS

                               By:/s/ Brian H. Strom
                                  -----------------------------------------
                                      Brian H. Strom
                                      President and Chief Executive Officer
POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that the persons whose  signatures  appear
below  constitute  and appoint Brian H. Strom and Philip A. Grybas,  and each of
them,  as true and  lawful  attorneys-in-fact  and  agents  with  full  power of
substitution  and  resubstitution,  for him or her and in his or her name, place
and stead,  in any and all  capacities to sign any and all  attachments  to this
Form S-8 Registration  Statement pertaining to the SureWest  Communications 2000
Equity  Incentive  Plan,  and any or all  amendments  (including  post-effective
amendments) to said Form S-8 Registration Statement,  and to file the same, with
all exhibits  thereto,  and other  documents in connection  therewith,  with the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents full power and  authority  to do and perform each and every act and thing
requisite  and  necessary to be done, as fully to all intents and purposes as he
or she might or could do in person,  hereby  ratifying and  confirming  all that
said  attorneys-in-fact  and  agents  or their  substitute  or  substitutes  may
lawfully do or cause to be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration Statement and these Amendments to Registration Statements have been
signed  below  by the  following  persons  in the  capacities  and on the  dates
indicated.  Moreover,  the  undersigned  hereby also certify that to the best of
their knowledge and belief the issuer meets all of the  requirements  for filing
on Form S-8.
Signature                                                Title                                  Date
/s/ Philip A. Grybas                     Senior Vice President and Chief                   March 16, 2005
--------------------------------------   Financial Officer (Principal
Philip A. Grybas                         Accounting Officer)

/s/ Kirk C. Doyle                        Director                                          March 16, 2005
--------------------------------------
Kirk C. Doyle

/s/ Brian H. Strom                       Director                                          March 16, 2005
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Brian H. Strom

/s/ Guy R. Gibson                        Director                                          March 16, 2005
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Guy R. Gibson

/s/ Steven C. Oldham                     Director                                          March 16, 2005
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Steven C. Oldham

/s/ John R. Roberts III                  Director                                          March 16, 2005
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John R. Roberts III
/s/Timothy D. Taron                      Director                                          March 16, 2005
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Timothy D. Taron

/s/ Roger J. Valine                      Director                                          March 16, 2005
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Roger J. Valine