D&E Communications and PC Management Announce Agreement for Sale of D&E PCS Wireless Business.

Business Editors/Hi-Tech Writers

EPHRATA, Pa. & FT MYERS, Fla.--(BUSINESS WIRE)--Nov. 13, 2002

D&E Communications, Inc. ("D&E") (Nasdaq:DECC), a leading provider of integrated communications services in central and eastern Pennsylvania, and PC Management, Inc. ("PC Management"), a Ft Myers-based privately held company that owns and manages wireless communications systems throughout the United States, today announced the execution of a definitive agreement under which D&E would sell substantially all of the assets of its remaining PCS wireless division, Conestoga Wireless Company, to Keystone Wireless, LLC ("Keystone") a privately held Delaware limited liability company and an affiliate of PC Management.

The sale includes PCS licenses to provide services in Pottsville, PA, Reading, PA, State College, PA, Sunbury-Shamokin, PA and Williamsport, PA.

The sale is subject to final regulatory approval by the Federal Communications Commission, expected in the near future, and other customary closing conditions.

This press release contains forward-looking statements that may be attributable to D&E. These forward-looking statements are found in various places throughout this press release and include, without limitation, statements regarding the completion of D&E's sale of Conestoga Wireless Company, financial and other information. These statements are based upon the current beliefs and expectations of D&E's management concerning the development of our 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 D&E's expectations. These factors include, but are not limited to, the timely satisfaction of the closing conditions for the Conestoga Wireless Company sale and other key 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 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.

PC Management, founded in 1990, builds, operates, and manages cellular, PCS and broadband wireless businesses in second and third tier markets. PC Management brings together wireless licensees and investors, provides management and operations expertise and resources, and selectively invests in wireless communications ventures.