CTE Announces Proposed Exchange Offer for 3 1/4 % Convertible Notes Due 2023.

DALLAS, Pa. -- Commonwealth Telephone Enterprises, Inc. ("CTE") (NASDAQ:CTCO), announced today that it filed a registration statement and a tender offer statement with other related documents with the Securities and Exchange Commission ("SEC") for a proposed exchange offer pursuant to which it is offering to exchange any and all of the $300 million of its currently outstanding 2003 3 1/4 % Convertible Notes due 2023 for new 2005 Series A 3 1/4 % Convertible Notes due 2023 in an equal principal amount plus an exchange fee of $2.50 per $1,000 principal amount of existing notes. The new notes will contain terms that provide CTE with the flexibility to settle conversion of the notes with cash, common stock, or a combination of cash and common stock, at CTE's discretion. The existing notes require CTE to settle conversions of notes with shares of common stock. If the exchange offer is consummated, this change to the terms of the notes will allow CTE to reduce or eliminate the dilutive effect on its common stock of future conversions of notes. The terms of the new notes will maintain full dividend protection for the holders of the notes.

CTE expects to announce the commencement and expiration date of the proposed exchange offer, as well as the other terms and conditions of the offer, during the fiscal quarter ending June 30, 2005.

A registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be exchanged or sold nor may offers to exchange or buy be accepted prior to the time the registration statement becomes effective. This news release is for informational purposes only and shall not constitute an offer to exchange or sell, or the solicitation of an offer to exchange or buy, nor shall there be any exchange or sale of these securities in any jurisdiction in which such offer, exchange, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

You are urged to read the prospectus and related materials, which have been filed as part of the registration statement, and our tender offer statement on Schedule TO because they contain important information. At the time the exchange offer is commenced, CTE will provide copies of the exchange offer materials to holders of the existing notes at no expense to them. These materials will contain important information that should be read carefully before any decision is made with respect to the exchange offer. You may also obtain a copy of these documents for free at the SEC's web site at www.sec.gov. D.F. King & Co., Inc., will act as information agent, Morgan Stanley & Co. Incorporated will act as dealer manager and Mellon Investor Services LLC will be the exchange agent for the exchange offer.

About CTE

Headquartered in Dallas, PA, Commonwealth Telephone Enterprises, Inc., serves business and residential customers with a full array of technologically advanced data and voice telecommunications products and services, including broadband data services and high-speed Internet access, delivered over its 100% digitally switched, fiber-rich network.

CTE's primary operating segments are: Commonwealth Telephone Company ("CT"), the nation's seventh largest publicly held independent local exchange carrier, which has been operating in various rural Pennsylvania markets since 1897; and, CTSI, LLC ("CTSI"), a local exchange carrier operating in competitive markets outside CT's territory, that formally commenced operations in 1997. CTE deploys broadband DSL technology to offer high-speed Internet access in the CT and CTSI service territories. CTE's support businesses include epix(R) Internet Services (www.epix.net), one of the Northeast's largest rural dial-up Internet Service Providers ("ISPs"), and Commonwealth Communications, a provider of telecommunications equipment and facilities management services.

A web site featuring current information regarding Commonwealth Telephone Enterprises, Inc., can be found on the Internet at www.ct-enterprises.com. However, the information on this web site does not form a part of this release.

Forward-Looking Statements

This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act and CTE intends that such forward-looking statements be subject to these safe harbors. Such forward-looking statements involve risks and uncertainties that could significantly affect expected results in the future differently than expressed in any forward-looking statements made by CTE. These risks and uncertainties include, but are not limited to, uncertainties related to CTE's ability to further penetrate its markets and the related costs of that effort, economic conditions, acquisitions and divestitures, government and regulatory policies, the pricing and availability of equipment, materials and inventories, technological developments, reductions in rates or traffic that are subject to access charges, changes in the competitive environment in which CTE operates and receipt of necessary regulatory approvals.