Exhibit 10.21


                          AFFILIATED INTEREST AGREEMENT
                                     between
                              D&E TELEPHONE COMPANY
                                       and
                               D&E WIRELESS, INC.





                                November 11, 1997






<PAGE>


                                                   Affiliated Interest Agreement
                                                  D&E Telephone and D&E Wireless

                                TABLE of CONTENTS

INTRODUCTION..................................................................1

Section 1.0   SERVICES........................................................2
        1.1   EXECUTIVE OFFICERS..............................................2
        1.2   ADMINISTRATIVE..................................................2
        1.3   ENGINEERING.....................................................3
        1.4   SUPPORT, OPERATIONS AND MAINTENANCE EMPLOYEES...................3
        1.5   EMPLOYEE SERVICES...............................................3
        1.6   MARKETING, ADVERTISING AND PUBLIC RELATIONS.....................4
        1.7   ACCOUNTING......................................................4
        1.8   CORPORATE SECRETARIAL...........................................4
        1.9   TREASURY........................................................4
        1.10  PURCHASING......................................................5
        1.11  INSURANCE.......................................................5
        1.12  INFORMATION SYSTEMS.............................................5
        1.13  CHARGES AND RATES...............................................5
        1.14  CONSULTATIVE AND PROFESSIONAL SERVICES..........................5

Section 2.0    SALES AND SERVICE ASSISTANCE...................................5

Section 3.0    COMPENSATION...................................................6

Section 4.0    D&E WIRELESS RESPONSIBILITY TO D&E TELEPHONE...................6

Section 5.0    D&E TELEPHONE'S DUTY TO PROVIDE SERVICE TO THE PUBLIC..........6

Section 6.0    TERM OF AGREEMENT..............................................7

Section 7.0    RELEASE........................................................7

Section 8.0    INDEMNIFICATION................................................7

Section 9.0    SEVERABILITY...................................................7

Section 10.0   NONASSIGNABILITY...............................................9


<PAGE>


                                                   Affiliated Interest Agreement
                                                  D&E Telephone and D&E Wireless



                          AFFILIATED INTEREST AGREEMENT
                                     between
                              D&E TELEPHONE COMPANY
                                       and
                               D&E WIRELESS, INC.
                                   -----------

INTRODUCTION

         This Agreement, dated November 11, 1997, is between DENVER AND EPHRATA
TELEPHONE AND TELEGRAPH COMPANY (hereinafter "D&E Telephone"), a Pennsylvania
corporation and D & E WIRELESS, INC. (hereinafter "D&E Wireless"), a
Pennsylvania corporation, and is for purposes of setting forth various services
to be provided by D&E Telephone to D&E Wireless.

         WHEREAS, D&E Telephone is an operating public utility which provides
telecommunications services within portions of Lancaster, Lebanon and Berks
Counties in the Commonwealth of Pennsylvania and is subject to Pennsylvania
Public Utility Commission jurisdiction; and

         WHEREAS, D&E Wireless is a telecommunications company providing
wireless personal communications service in portions of Pennsylvania pursuant to
authority granted by the Federal Communications Commission; and

         WHEREAS, D&E Telephone and D&E Wireless are wholly-owned subsidiaries
of D&E Communications, a holding company incorporated in the Commonwealth of
Pennsylvania; and

         WHEREAS, D&E Telephone renders telecommunications services through its
own staff and facilities and through interconnections with the facilities of
other companies; and

         WHEREAS, D&E Telephone is able to provide services and equipment to
assist in the furtherance of the business purposes of D&E Wireless;


                                        1

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                                                   Affiliated Interest Agreement
                                                  D&E Telephone and D&E Wireless

         NOW WHEREFORE, in consideration of the mutual promises expressed
herein, and intending to be legally bound hereby, D&E Telephone and D&E Wireless
agree as follows:

Section 1.0       SERVICES. Subject to the terms and conditions of this
                  Agreement, D&E Telephone and D&E Wireless shall make available
                  to each other, as needed, the services listed in this Section,
                  paragraphs 1.1 through 1.14 for the duration of this
                  Agreement. Either party, with the consent of the other party,
                  may engage a nonaffiliated company or person to provide any
                  services covered by this Section.

                  1.1      EXECUTIVE OFFICERS. Upon request of D&E Wireless, D&E
                           Telephone shall make certain of its qualified
                           employees available to become officers of D&E
                           Wireless. Such employees may be appointed by the
                           board of directors of D&E Wireless to positions of
                           president, vice president, secretary, chief financial
                           officer and treasurer or assistants and to such other
                           positions within D&E Wireless as the board may
                           designate.

                  1.2      ADMINISTRATIVE. As requested, D&E Telephone shall
                           make qualified employees available to perform or
                           assist in the performance of management and
                           supervisory duties on behalf of D&E Wireless. In
                           order to render such service and to promote the
                           efficient and economic operation of D&E Wireless,
                           such employees shall keep themselves informed on all
                           aspects of D&E Wireless's operations. Such personnel
                           shall make recommendations for operating
                           expenditures, additions to and improvements of
                           property, plant and equipment, and any other aspect
                           of operations within the scope of their
                           responsibilities. As requested, such personnel shall
                           also assist D&E Wireless in the conduct of,
                           proceeding before, and in its compliance with the
                           requirements of local, state, and federal regulatory
                           bodies having jurisdiction over D&E Wireless in its
                           business operations.


                                                   2

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                                                   Affiliated Interest Agreement
                                                  D&E Telephone and D&E Wireless

                  1.3      ENGINEERING. As requested, D&E Telephone shall advise
                           and provide engineering services to D&E Wireless in
                           planning, operating, maintenance, technical, and
                           construction functions. As requested, D&E Telephone
                           engineering personnel and consultants shall assist
                           D&E Wireless by reviewing operating procedures, and
                           preparing and reviewing surveys, maps, charts,
                           operating statistics, reports and pertinent technical
                           data. D&E Telephone personnel shall assist D&E
                           Wireless in the proper maintenance and protection of
                           its properties and by such periodic inspections as
                           may be requested. Such engineering services may also
                           include the conduct of field investigations as
                           necessary to obtain engineering information and, when
                           required, the preparation of studies, reports,
                           designs and drawings, cost estimates, and
                           specifications for implementation of D&E Wireless
                           services or the construction of additions to or
                           improvements of D&E Wireless properties.

                  1.4      SUPPORT, OPERATIONS AND MAINTENANCE EMPLOYEES. As
                           requested, D&E Telephone shall furnish support,
                           operations and maintenance employees for D&E
                           Wireless, including hourly employees, as well as
                           salaried employees and shall supervise such employees
                           to assure the proper performance of their duties and
                           the efficient operation of D&E Wireless's facilities.

                  1.5      EMPLOYEE SERVICES. As requested, D&E Telephone shall
                           assist D&E Wireless in the procurement of qualified
                           personnel, in the establishment of appropriate rates
                           of pay and in negotiations with bargaining programs
                           for supervision of training and educational
                           assistance, and shall advise D&E Wireless on federal,
                           state, and local regulations affecting personnel. As
                           requested, D&E Telephone shall recommend and
                           administer group insurance, benefit and pension plans
                           for the benefit of D&E Wireless. It may also assist
                           in the establishment of accident prevention and other
                           programs relating to employee health and welfare.


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                                                   Affiliated Interest Agreement
                                                  D&E Telephone and D&E Wireless

                  1.6      MARKETING, ADVERTISING AND PUBLIC RELATIONS. As
                           requested, D&E Telephone shall recommend procedures
                           to promote good customer and public relations and
                           assist in marketing, advertising, and promotional
                           efforts of D&E Wireless.

                  1.7      ACCOUNTING. As requested, D&E Telephone shall keep
                           the general books of account of D&E Wireless,
                           including records supplemental thereto, and prepare
                           annual financial statements and analyses of accounts
                           of D&E Wireless and special accounting and financial
                           reports required by D&E Wireless. Also, D&E Telephone
                           shall prepare reports on the costs incurred for
                           property and improvements and will establish
                           accounting records as requested. Upon request, D&E
                           Telephone shall prepare, or assist in the preparation
                           of federal, state, and local tax returns for and to
                           the extent required by D&E Wireless.

                  1.8      CORPORATE SECRETARIAL. Upon request, D&E Telephone
                           shall maintain documents of D&E Wireless, such as
                           minute books, charters, bylaws, contracts, deeds and
                           other corporate records and shall administer an
                           orderly program of records retention. It shall
                           perform other corporate secretarial functions as
                           required, including preparation of notices of
                           stockholder and director meetings and keeping the
                           minutes thereof. D&E Telephone shall review, and may
                           assist in the preparation of, documents required by
                           D&E Wireless such as deeds, easements, contracts,
                           licenses, charters, franchises, permits and
                           regulatory reports.

                  1.9      TREASURY. If requested by D&E Wireless, D&E Telephone
                           shall coordinate financial arrangements with the
                           financial community to arrange and provide for
                           furnishing of D&E Wireless's entire capital needs
                           from other than internally generated sources.
                           Further, either party may, at the other party's
                           request and contingent upon the availability of
                           funds, make capital advances to the other at
                           prevailing interest rates and payable upon demand to
                           be utilized in satisfying short-term bank loans and
                           other corporate purposes.

                                        4

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                                                   Affiliated Interest Agreement
                                                  D&E Telephone and D&E Wireless

                           D&E Telephone, upon request, shall assist D&E
                           Wireless in cash management, collection policies, and
                           the development of investment programs.

                  1.10     PURCHASING. Upon request, D&E Telephone shall
                           endeavor to arrange for the purchase of equipment,
                           materials, supplies and services in volume on a basis
                           advantageous to D&E Wireless.

                  1.11     INSURANCE. Upon request, D&E Telephone shall review
                           the insurance coverage of D&E Wireless, recommend the
                           types and limits of insurance adequate for its
                           protection, and assist in the placement of such
                           insurance. As required by D&E Wireless, it shall
                           supervise investigation procedures and review claims
                           and proposals for settlement.

                  1.12     INFORMATION SYSTEMS. D&E Telephone shall make
                           available to D&E Wireless such electronic data
                           processing services, including system analysis and
                           programming, that may be requested by D&E Wireless.

                  1.13     CHARGES AND RATES. D&E Telephone, as requested, shall
                           advise and assist in the preparation and collection
                           of charges and rates for D&E Wireless services and
                           render advice with respect to the procedure therefor.

                  1.14     CONSULTATIVE AND PROFESSIONAL SERVICES. Upon request,
                           D&E Telephone in addition shall make available to D&E
                           Wireless such technical, advisory, consultative,
                           legal, and professional services as may be necessary
                           to assist D&E Wireless in its corporate operations
                           and in achieving its business purposes, goals, and
                           commitments.

Section 2.0       SALES AND SERVICE ASSISTANCE.  Consistent with the provisions
                  of Section 1 of this Agreement, D&E Telephone shall make
                  available to D&E Wireless such personnel, services, and
                  equipment as may be requested to


                                        5

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                                                   Affiliated Interest Agreement
                                                  D&E Telephone and D&E Wireless

                  assist D&E Wireless in its sales, rentals, and service
                  activities relating to the provision of wireless equipment,
                  systems and services for business and residential subscribers
                  and relating to its other business endeavors.

Section 3.0       COMPENSATION.  In consideration for the services and equipment
                  provided by D&E Telephone to D&E Wireless under Section 1 and
                  Section 2, unless subject to applicable tariff, D&E Wireless
                  shall pay the market rate when a market exists for such
                  services and equipment. Otherwise, D&E Wireless shall pay the
                  cost incurred by D&E Telephone for such services and
                  equipment, including the salary, wages, fee, and fringe
                  benefit costs of D&E Telephone attributable to rendering said
                  services, and including any rental expense for equipment, plus
                  reimbursement for interest, taxes, carrying costs, and
                  depreciation where D&E Telephone incurs such costs. To the
                  extent that in D&E Telephone's rendition of services or
                  provision of equipment to D&E Wireless, an element of cost
                  cannot be directly assigned to one party or the other, then
                  the cost shall be allocated between the parties in accordance
                  with generally accepted accounting principles.

                  3.1      The foregoing costs shall be incurred by D&E
                           Telephone consistent with such cost accounting
                           requirements as may be imposed by the Pennsylvania
                           Public Utility Commission relating to transactions
                           between a regulated telephone company and its
                           affiliate.

Section 4.0       D&E WIRELESS RESPONSIBILITY TO D&E TELEPHONE.  As
                  requested, D&E Wireless, from time to time, may transfer, sell
                  or lease property and equipment to D&E Telephone for use by it
                  in its business endeavors. If such property and equipment is
                  transferred, sold or leased for use in a regulated activity of
                  D&E Telephone, then such transfer, sale or lease shall be
                  accomplished consistent with such cost accounting requirements
                  as may be imposed by the Pennsylvania Public Utility
                  Commission relating to transactions between a regulated
                  telephone company and its affiliate.


                                        6

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                                                   Affiliated Interest Agreement
                                                  D&E Telephone and D&E Wireless

Section 5.0       D&E TELEPHONE'S DUTY TO PROVIDE SERVICE TO THE PUBLIC. D&E
                  Telephone's obligations under this Agreement shall remain
                  subordinate to and shall not interfere with its duty to
                  provide public utility service to the public pursuant to the
                  Public Utility Code, 66 Pa. C.S.ss.ss. 101 et seq.

Section 6.0       TERM OF AGREEMENT.  After execution, this Agreement shall take
                  effect upon the obtaining of any required regulatory approvals
                  including that of the Pennsylvania Public Utility Commission.
                  This Agreement shall continue in full force and effect until
                  terminated upon ninety (90) days written notice effective when
                  sent. If there is a material breach of a term or condition by
                  a party, then this Agreement may be terminated by the other
                  party upon five (5) days written notice effective when sent.
                  In the event that D&E Telephone and D&E Wireless shall cease
                  to be affiliates subject to majority ownership or control of
                  D&E Communications, Inc., then D&E Telephone shall have the
                  right to terminate this Agreement upon five (5) days written
                  notice effective when sent.

Section 7.0       RELEASE. Neither D&E Telephone nor D&E Wireless shall be
                  liable to the other for any special, incidental or
                  consequential damages of any nature or for any reason, even if
                  advised of the possibility of such damages, nor, except to the
                  extent explicitly provided for herein, for any claims of any
                  nature against the other by any third party.

Section 8.0       INDEMNIFICATION.  To the extent not prohibited by law, and
                  except as otherwise provided herein, each party shall
                  indemnify and hold harmless the other party from and against
                  any loss, costs, claim, injury or liability asserted by any
                  person not a party hereto against the indemnified party, its
                  directors, officers, employees, or agents which relates to or
                  arises out of the negligent or intentional acts of the
                  indemnifying party or its employees, agents or contractors
                  taken in connection with the actions under this Agreement.

Section 9.0       SEVERABILITY.  In the event that one or more of the provisions
                  contained herein shall, for any reason, be held to be
                  unenforceable in any respect, such

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                                                   Affiliated Interest Agreement
                                                  D&E Telephone and D&E Wireless

                  unenforceability shall not affect any other provision of this
                  Agreement, but this Agreement shall be construed as if the
                  unenforceable provision had not been contained herein.


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                                                   Affiliated Interest Agreement
                                                  D&E Telephone and D&E Wireless


Section 10.0      NONASSIGNABILITY. Neither party shall assign any right or
                  duties stated under this Agreement without the written consent
                  of the other party.

         IN WITNESS WHEREOF, the parties have caused this Agreement to be signed
in their respective corporate names by their duly authorized officers and
attested to by their secretaries, as of the date first above written.


By:                                              By:

DENVER AND EPHRATA TELEPHONE                     D & E WIRELESS, INC.
AND TELEGRAPH COMPANY




/s/ G. William Ruhl                             /s/ Robert L. Quaranta
-----------------------------                    ------------------------------
G. William Ruhl                                  Robert L. Quaranta
Chief Executive Officer                          Chief Executive Officer




Attest:
                                                 Attest:

/s/ W. Garth Sprecher                            /s/ W. Garth Sprecher
-----------------------------                    ------------------------------
W. Garth Sprecher                                W. Garth Sprecher
Vice President & Corporate Secretary             Corporate Secretary


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                                    AFFIDAVIT


COMMONWEALTH OF PENNSYLVANIA        :
                                    :            SS.
COUNTY OF LANCASTER                 :
                                    :


                  G. WILLIAM RUHL, being duly sworn according to law, deposes
and says that he is Chief Executive Officer of DENVER AND EPHRATA TELEPHONE AND
TELEGRAPH COMPANY; that he does verify this document to be a true and correct
copy of the original Agreement between the DENVER AND EPHRATA TELEPHONE AND
TELEGRAPH COMPANY and D & E WIRELESS, INC.

                                              /s/ G. William Ruhl
                                              ----------------------------
                                              G. William Ruhl


Sworn and subscribed

before me this 11th day
               ----

of November   , 1997
   -----------


/s/ Audrey L. Wingenroth
---------------------------------
Notary Public



My commission expires: February 24, 2001


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                                    AFFIDAVIT


COMMONWEALTH OF PENNSYLVANIA           :
                                       :            SS.
COUNTY OF LANCASTER                    :
                                       :



                  ROBERT L. QUARANTA, being duly sworn according to law, deposes
and says that he is Chief Executive Officer of D & E WIRELESS, INC.; that he
does verify this document to be a true and correct copy of the original
Agreement between the DENVER AND EPHRATA TELEPHONE AND TELEGRAPH COMPANY and
D & E WIRELESS, INC.

                                                 /s/ Robert L. Quaranta
                                                 -----------------------------
                                                 Robert L. Quaranta


Sworn and subscribed

before me this 13th day
               ----

of November   , 1997
   -----------


/s/ James E. Brubaker
-----------------------------------
Notary Public



My commission expires: September 8, 1999