Citizens Utilities to Invest in D&E Communications.

STAMFORD, Conn.--(BUSINESS WIRE)--Nov. 4, 1997--Citizens Utilities Company (NYSE: CZN) announced today that it has entered into an agreement with D&E Communications, Inc. (Nasdaq: DECC) in which Citizens will purchase up to 1.3 million newly issued shares representing approximately 18% of D&E Common Stock.

The net cash proceeds to D&E will be used primarily for the construction of its PCS wireless communications system. D&E previously announced that it intends to enter into a joint venture with Omnipoint for the construction and operation of a PCS system in the Harrisburg, Lancaster, Reading and York-Hanover areas.

Mr. Leonard Tow, Chairman and Chief Executive Officer of Citizens Utilities, stated, "Citizens is proud to be associated with D&E Communications, an outstanding telecommunications service provider with exceptional management. Citizens regards its investment as an excellent opportunity to broaden its local telephone interests in the United States, Hungary and Poland." Mr. Tow noted that "D&E's ownership interests of telephone concessions in Hungary and Poland complement Citizens' significant investment in Hungarian Telephone and Cable Corporation."

Mrs. Anne B. Sweigart, Chairman, President and Chief Executive Officer of D&E, said, "The significant investment we are making in PCS -- the next generation of wireless communications technology -- requires additional capital and Citizens obviously recognizes the value represented by D&E's stock. We are extremely pleased to have Citizens as a shareholder."

The acquisition of D&E stock by Citizens is expected to close in late November or early December, although the transaction is subject to satisfaction of the requirements of the Hart-Scott-Rodino Antitrust Improvements Act and certain other conditions.

Citizens Utilities (NYSE: CZN, CZNPr) is a telecommunications and utility company serving 1.8 million customers in 20 states. Citizens has investments in Centennial Cellular Corp. (NASDAQ: CYCL), a cellular telephone company, and Hungarian Telephone and Cable Corp. (ASE: HTC). Visit Citizens' web site at http://www.czn.net.

D&E Communications, Inc. is a full-service telecommunications company based in Lancaster County, PA. Through its subsidiaries and affiliated companies, D&E Communications offers both local and long distance service, wireless service, Internet service, paging, voice, data and video communications equipment, and computer networking services. Visit D&E's web site at http://wwwdetele.com.

CONTACT: Brigid Smith Arthur Dague

203/614-5042 203/614-5094

[e-mail] [e-mail]