D&E Communications Pursues Financing.

Business Editors/High-Tech Writers

EPHRATA, Pa.--(BUSINESS WIRE)--Feb. 2, 2004

D&E Communications, Inc. ("D&E") (Nasdaq:DECC), a provider of integrated communications services in central and eastern Pennsylvania, today announced that it is pursuing a syndicated senior debt financing in the amount of $225 million. D&E is currently negotiating potential terms of the proposed credit facilities with possible syndicate members and seeking credit ratings for its debt.

The proposed credit facilities would be in the form of a $25 million revolving line of credit and term loans in the amounts of $50 million and $150 million, respectively. The proceeds of the credit facilities would be used to restructure indebtedness under D&E's existing credit facilities and for general corporate purposes. While the interest rates, amortization schedule and other terms of the proposed facilities have yet to be finalized, D&E believes that favorable market conditions and its recent operating results make pursuit of the financing appropriate at this time. In the event that the proposed financing is completed, it is expected that it would close in March and that D&E would incur a one-time write-off of unamortized debt insurance costs associated with the company's existing credit facilities.

This press release contains forward-looking statements. These forward-looking statements are found in various places throughout this press release and include, statements regarding financial and other information. These statements are based upon the current beliefs and expectations of D&E's management concerning the development of its business, are not guarantees of future performance and involve a number of risks, uncertainties, and other important factors that could cause actual developments and results to differ materially from the company's expectations. Those factors include, but are not limited to, the risks that the proposed debt financing is not completed, the business of Conestoga Enterprises will not be successfully integrated into D&E; the significant indebtedness of the company; increased competition; and other factors that D&E has indicated could adversely affect its business and financial performance contained in its past and future filings and reports, including those filed with the United States Securities and Exchange Commission. D&E undertakes no obligation to revise or update its forward-looking statements whether as a result of new information, future events, or otherwise.

D&E Communications, Inc. is a leading provider of integrated communications services to residential and business customers in markets throughout central and eastern Pennsylvania. D&E offers its customers a comprehensive package of communications services including local and long distance telephone service, high-speed data services and Internet access service. D&E also provides business customers with systems integration services including voice and data network solutions.