EXHIBIT 10.1


                          DENVER AND EPHRATA TELEPHONE
                              AND TELEGRAPH COMPANY



                        EXECUTIVE INCENTIVE PLAN DOCUMENT



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               DENVER AND EPHRATA TELEPHONE AND TELEGRAPH COMPANY

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                            EXECUTIVE INCENTIVE PLAN
                            ------------------------

The Board of Directors of D & E Communications, Inc. has established this
Executive Incentive Plan. The purpose of the plan is to meet and exceed goals
and to promote a superior level of performance. Through payment of incentive
compensation beyond base salaries, the plan provides reward for meeting and
exceeding goals as well as recognition of individual achievements for plan
participants.



                             SECTION I - DEFINITIONS
                                         -----------

Various terms used in the plan are defined as follows:

o   Award Calculation:  Award expressed as a percent of a participant's salary
    at the beginning of the plan year.

o   Award Distribution:  Award expressed in cash.

o   Base Salary:  The base salary at the beginning of the plan year, excluding
    any bonuses, contributions to employee benefit programs, or other
    compensation not designated as salary.

o   Board of Directors:  The Board of Directors of D & E Communications, Inc.

o   C.E.O.:  Chief Executive Officer of the Company.

o   C.O.O.:  Chief Operating Officer of the Company.

o   Plan Participants:  Full-time Executives of the Company as listed in
    Appendix A.

o   Plan Year:  A fiscal year.

o   Planned Achievements:  Those objectives and goals which are required to
    activate a portion of the awards under the plan based on individual
    performance.


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               DENVER AND EPHRATA TELEPHONE AND TELEGRAPH COMPANY

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                     SECTION II - ELIGIBILITY TO PARTICIPATE
                                  --------------------------

To be eligible for an award under the plan, a plan participant must be in active
full-time service of the Company at the start and close of the plan year. If a
plan participant voluntarily leaves the employ of the Company during the plan
year, he/she is not eligible to receive an award. However, if the active
full-time service with the Company of a participant in the plan is terminated by
death, disability, retirement, or if a participant is on an approved leave of
absence, the C.E.O. may recommend an award to such a participant based on the
proportion of the plan year that he/she was in active service with the Company.
The plan participants for the plan year are set forth in Appendix A.



                        SECTION III - ACTIVATING THE PLAN
                                      -------------------

The operation of the plan is predicated on attaining and exceeding performance
goals. The goals will consist of internally measured achievements. The corporate
goals for each plan year will be approved by the Board of Directors while the
executive goals will be approved by the C.E.O. and C.O.O. The corporate goals
for the plan year are set forth in Appendix B.


                       SECTION IV - CALCULATION OF AWARDS
                                    ---------------------

o   Executive Awards
    ----------------

     The executive award is based on corporate performance and individual
     performance. Depending upon levels of corporate performance, awards are 60%
     automatic and 40% based on individual performance. The individual portion
     is calculated based upon the completion and evaluation of set goals by the
     C.O.O. Appendix C outlines the manner in which these awards are calculated
     and range between 0% of base salary to 30% of base salary.


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               DENVER AND EPHRATA TELEPHONE AND TELEGRAPH COMPANY

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                       SECTION V - DISTRIBUTION OF AWARDS
                                   ----------------------

Distribution of awards will be made during the first quarter following the plan
year. Distributions must be approved by the Board of Directors. In the event of
death, any approved award as outlined in Section II for distribution will become
payable to the designated beneficiary of the participant as recorded under the
Company's group life insurance program, or in the absence of a valid
designation, to the participant's estate. Distribution of awards will be in
cash.


                        SECTION VI - PLAN ADMINISTRATION
                                     -------------------

The Board of Directors shall, with respect to the plan, have full power and
authority to construe, interpret and manage, control and administer this plan,
and to pass and decide upon cases in conformity with the objectives of the plan
under such rules as the Board may establish.

Subject to the provisions of the plan, the C.O.O. will determine the award for
the executives.

Any decision made or action taken by the Company, the Board of Directors, the
C.E.O., or the C.O.O. arising out of, or in connection with the administration,
interpretation, and effect of the plan shall be at their absolute discretion and
will be conclusive and binding on all parties.

No member of the Board, the C.E.O., or the C.O.O. shall be liable for any act or
action hereunder, whether of omission or commission, by a plan participant or
employee or by any agent to whom duties in connection with the administration of
the plan have been delegated in accordance with the provision of the plan.

Any member of the Board who is also an officer of the Company shall neither vote
on (a) the determination of participants, (b) any award decisions, (C) goal(s)
concerning the plan, and (d) any other matter affecting individual interest
under the plan, nor shall his or her presence be counted in determining whether
a quorum is present at any meeting at which a vote on any of the subjects
enumerated above is taken.


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               DENVER AND EPHRATA TELEPHONE AND TELEGRAPH COMPANY

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                                  SECTION VII -
               AMENDMENT, MODIFICATION, SUSPENSION OR TERMINATION
               --------------------------------------------------

The Company reserves the right, by and through its Board of Directors to amend,
modify, suspend, reinstate or terminate all or any part of the plan at the end
of any plan year. The C.E.O. will give prompt written notice to each participant
of any amendment, suspension or termination or any material modification of the
plan. The Board also reserves the right to withhold or amend award payments
based on performance or circumstances deemed to be highly unusual.


                    SECTION VIII - EFFECTIVE DATE OF THE PLAN
                                   --------------------------

The initial effective date of the plan shall be January 1.


                            SECTION IX - UNUSED FUNDS
                                         ------------

Funds that were approved for distribution, but that were not totally used based
on individual performance of plan participants cannot be held over for
distribution in future years. All unused funds will be retained by the Company.


                 SECTION X - EMPLOYER RELATION WITH PARTICIPANTS
                             -----------------------------------

Neither establishment nor the maintenance of the plan shall be construed as
conferring any legal rights upon any participant or any person for a
continuation of employment, nor shall it interfere with the right of an employer
to discharge any participant or otherwise deal with him/her without regard to
the existence of the plan.


                           SECTION XI - GOVERNING LAW
                                        -------------

Except to the extent pre-empted under federal law, the provisions of the plan
shall be construed, administered and enforced in accordance with the domestic
internal law of the State of Pennsylvania.

In the event of relevant changes in the Internal Revenue Code, related rulings
and regulations or changes imposed by other regulatory agencies affecting the
continued appropriateness of the plan and awards made thereunder, the Board may,
at its sole discretion, accelerate or change the manner of payments of any
unpaid awards or amend the provisions of the plan.