CTE Files Registration Statement with SEC Offering 2.75 Million Common Shares Held by an Affiliate of Level 3 Communications.

Business Editors

DALLAS, Pa.--(BUSINESS WIRE)--Feb. 8, 2002

Commonwealth Telephone Enterprises, Inc. ("CTE") (Nasdaq: CTCO, CTCOB) announced today that it has filed a registration statement with the Securities and Exchange Commission for a public offering of 2.75 million shares of common stock.

All of the shares will be offered by Eldorado Equity Holdings, Inc., an indirect wholly-owned subsidiary of Level 3 Communications, Inc. (Nasdaq: LVLT). CTE will not receive any of the proceeds from the sale of these shares. The underwriters will have an option to purchase up to 412,500 additional shares of common stock from Eldorado Equity Holdings, Inc. to cover over allotments, if any. Morgan Stanley & Co. Incorporated is acting as bookrunner and lead manager for the offering; Goldman, Sachs & Co. is co-lead manager; and First Union Securities, Inc., Legg Mason, Inc. and SG Cowen Securities Corporation are co-managers. A preliminary prospectus, when available, may be obtained from Morgan Stanley & Co. Incorporated.

About CTE

Headquartered in Dallas, PA, Commonwealth Telephone Enterprises, Inc., serves a growing base of business and residential customers with the 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 eighth largest publicly held independent rural local exchange carrier ("RLEC"), which has been operating in various rural Pennsylvania markets since 1897; and, CTSI, LLC ("CTSI"), an RLEC "edge-out" local exchange carrier operating outside CT's territory that commenced operations in 1997. CTE's support businesses include epix(R) Internet Services (www.epix.net), one of the northeast's largest rural ISPs with over 47,000 dial-up Internet access subscribers; and, Jack Flash(R), a broadband data service that uses DSL technology to offer high-speed Internet access and digital connectivity solutions. Additionally, CTE operates two other support businesses that provide expertise to its CT and CTSI operations. These businesses are Commonwealth Communications, a provider of telecommunications equipment and facilities management services; and, CLD, a switch-based long-distance reseller.

A web site featuring current information regarding Commonwealth Telephone Enterprises, Inc. can be found on the Internet at www.ct-enterprises.com.

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 sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any State in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such State.