<PAGE>   1
                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q

(Mark one)

              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                For the quarterly period ended September 30, 2000

                                       or

             [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
            For the transition period from ___________ to ___________

                        Commission File Number: 000-20709

                            D&E Communications, Inc.
             (Exact name of registrant as specified in its charter)

                                  PENNSYLVANIA

                         (State or other jurisdiction of
                         incorporation or organization)


                I.R.S. Employer Identification Number: 23-2837108

                            Brossman Business Complex
                              124 East Main Street
                                  P. O. Box 458
                           Ephrata, Pennsylvania 17522
                    (Address of principal executive offices)


                  Registrant's Telephone Number: (717) 733-4101

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                                      Yes     X      No
                                          ---------     ----------

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

<TABLE>
<CAPTION>
                 Class                       Outstanding at November 3, 2000
                 -----                       -------------------------------
<S>                                          <C>
Common Stock, par value $.16 per share              7,385,737  Shares
</TABLE>
<PAGE>   2
Form 10-Q

                    D&E Communications, Inc. and Subsidiaries

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
Item No.                                                                    Page
--------                                                                    ----
<S>                                                                         <C>
                          PART I. FINANCIAL INFORMATION

   1. Financial Statements

            Consolidated Statements of Operations --
                  For the three months and nine months ended
                  September 30, 2000 and 1999 .....................            1

            Consolidated Balance Sheets --
                  September 30, 2000 and December 31, 1999 ........            2

            Consolidated Statements of Cash Flows --
                  For the nine months ended
                  September 30, 2000 and 1999......................            3

            Consolidated Statement of Comprehensive Income --
                  For the three months and nine months ended
                  September 30, 2000 and 1999 .....................            4

            Notes to Consolidated Financial Statements ............            5

   2. Management's Discussion and Analysis of Financial
            Condition and Results of Operations ...................           10

   3. Quantitative and Qualitative Disclosure
            about Market Risks ....................................           19

                           PART II. OTHER INFORMATION

   1. Legal Proceedings............................................           20

   2. Changes in Securities and Use of Proceeds....................           21

   6. Exhibits and Reports on Form 8-K ............................           21

      SIGNATURES ..................................................           22
</TABLE>


                                       i
<PAGE>   3
Form 10-Q Part I - Financial Information
Item 1. Financial Statements

                 D & E Communications, Inc. and Subsidiaries
                    Consolidated Statements of Operations
                   (in thousands, except per-share amounts)
                                 (Unaudited)


<TABLE>
<CAPTION>
                                                                Three months ended           Nine Months Ended
                                                                   September 30                 September 30
OPERATING REVENUE                                              2000           1999           2000           1999
                                                             --------       --------       --------       --------
<S>                                                          <C>            <C>            <C>            <C>
    Communication service revenues ....................      $ 15,603       $ 12,691       $ 43,095       $ 37,444
    Communication products sold .......................         3,073          2,854          8,722          9,087
    Other .............................................           361            317          1,044            964
                                                             --------       --------       --------       --------
       Total Operating Revenues .......................        19,037         15,862         52,861         47,495
                                                             --------       --------       --------       --------

OPERATING EXPENSE

    Communication service expenses (exclusive of
       depreciation and amortization below) ...........         7,154          5,328         19,449         15,589
    Cost of communication products sold ...............         2,330          2,021          6,506          6,635
    Depreciation and amortization .....................         3,159          2,530          8,543          7,191
    Marketing and customer services ...................         1,781          1,260          4,857          3,592
    General and administrative services ...............         3,524          2,458          9,117          7,598
                                                             --------       --------       --------       --------
       Total Operating Expenses .......................        17,948         13,597         48,472         40,605
                                                             --------       --------       --------       --------
            Operating Income ..........................         1,089          2,265          4,389          6,890
                                                             --------       --------       --------       --------

OTHER INCOME (EXPENSE)

    Allowance for funds used during construction ......            96             11            120             25
    Equity in net losses of affiliates ................        (3,616)        (3,506)       (10,180)        (9,875)
    Interest expense ..................................          (421)          (459)        (1,245)        (1,383)
    Gain (loss) on investments ........................          (413)            --         (3,378)         8,982
    Other, net ........................................           439            349          1,400          1,061
                                                             --------       --------       --------       --------
       Total Other Income (Expense) ...................        (3,915)        (3,605)       (13,283)        (1,190)
                                                             --------       --------       --------       --------

            Income (loss) before income taxes and
               dividends on utility preferred stock ...        (2,826)        (1,340)        (8,894)         5,700

INCOME TAXES AND DIVIDENDS ON
    UTILITY PREFERRED STOCK

    Income taxes ......................................          (410)           159         (1,359)         3,450
    Dividends on utility preferred stock ..............            16             16             49             49
                                                             --------       --------       --------       --------

       Total Income taxes and dividends
          on utility preferred stock ..................          (394)           175         (1,310)         3,499
                                                             --------       --------       --------       --------
NET INCOME (LOSS) .....................................      $ (2,432)      $ (1,515)      $ (7,584)      $  2,201
                                                             ========       ========       ========       ========
    Average common shares outstanding .................         7,398          7,381          7,365          7,398

BASIC AND DILUTED EARNINGS (LOSS)
    PER COMMON SHARE
        Net income (loss) per common share ............      $  (0.33)      $  (0.21)      $  (1.03)      $   0.30
                                                             ========       ========       ========       ========
    Dividends per common share ........................      $   0.13       $   0.10       $   0.33       $   0.29
                                                             ========       ========       ========       ========
</TABLE>


                 See notes to consolidated financial statements.

                                        1
<PAGE>   4
                   D & E Communications, Inc. and Subsidiaries

                           Consolidated Balance Sheets

                      (in thousands, except share amounts)

<TABLE>
<CAPTION>
                                                                         September 30,
                                                                              2000       December 31,
                                ASSETS                                    (Unaudited)        1999
<S>                                                                      <C>             <C>
CURRENT ASSETS
     Cash and cash equivalents ......................................      $   5,331       $   1,674
     Temporary investments, including $8,667 and $0 restricted ......         10,926          11,726
     Accounts receivable ............................................         13,920           7,787
     Accounts receivable - affiliated companies .....................          5,913           5,152
     Inventories, lower of cost or market, at average cost ..........          1,835           1,302
     Prepaid expenses ...............................................          1,802           1,088
     Other ..........................................................            278             310
                                                                           ---------       ---------
        TOTAL CURRENT ASSETS ........................................         40,005          29,039
                                                                           ---------       ---------
INVESTMENTS

     Investments and advances in affiliated companies ...............             --          11,994
     Investments available-for-sale .................................          3,417           6,371
                                                                           ---------       ---------
                                                                               3,417          18,365
                                                                           ---------       ---------
PROPERTY, PLANT AND EQUIPMENT
     In service .....................................................        143,074         131,753
     Under construction .............................................          4,000           4,092
                                                                           ---------       ---------
                                                                             147,074         135,845
     Less accumulated depreciation ..................................         77,109          69,949
                                                                           ---------       ---------
                                                                              69,965          65,896
                                                                           ---------       ---------

OTHER ASSETS ........................................................          7,439           1,354
                                                                           ---------       ---------

     TOTAL ASSETS ...................................................      $ 120,826       $ 114,654
                                                                           =========       =========
                 LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
     Long-term debt maturing within one year ........................      $   1,029       $   1,007
     Accounts payable and accrued liabilities .......................         11,758           9,662
     Accrued taxes ..................................................            497             324
     Accrued interest and dividends .................................            568             439
     Advance billings, customer deposits and other ..................          3,321           1,224
                                                                           ---------       ---------
        TOTAL CURRENT LIABILITIES ...................................         17,173          12,656
                                                                           ---------       ---------
LONG-TERM DEBT ......................................................         21,824          21,582
                                                                           ---------       ---------
OTHER LIABILITIES
     Equity in net losses of affiliates in excess of
         investments and advances ...................................         10,610              --
     Deferred income taxes ..........................................          7,487           9,785
     Other ..........................................................          1,294             861
                                                                           ---------       ---------
                                                                              19,391          10,646
                                                                           ---------       ---------
PREFERRED STOCK OF UTILITY SUBSIDIARY, Series A 4 1/2%,
       par value $100, cumulative, callable at par, at the option
       of the Company, authorized 20,000 shares,
       outstanding  14,456 shares ...................................          1,446           1,446
                                                                           ---------       ---------
COMMITMENTS

SHAREHOLDERS' EQUITY
     Common stock, par value $.16, authorized shares 30,000,000 .....          1,213           1,194
       Outstanding shares: 7,393,103 at September 30, 2000
                           7,339,362 at December 31, 1999
     Additional paid-in capital .....................................         39,234          37,026
     Unrealized gain (loss) on investments ..........................          1,035            (539)
     Unearned ESOP Compensation .....................................           (153)           (153)
     Retained earnings ..............................................         23,307          33,281
     Treasury stock at cost, 208,813 shares at September 30, 2000
                146,112 shares at December 31, 1999 .................         (3,644)         (2,485)
                                                                           ---------       ---------
                                                                              60,992          68,324
                                                                           ---------       ---------
     TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY .....................      $ 120,826       $ 114,654
                                                                           =========       =========
</TABLE>


                 See notes to consolidated financial statements.

                                        2
<PAGE>   5
                   D & E Communications, Inc. and Subsidiaries

                      Consolidated Statements of Cash Flows

                                 (in thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                     Nine Months Ended
                                                                                        September 30
                                                                                    2000           1999
                                                                                  --------       --------
<S>                                                                               <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES .......................................      $ 11,870       $ 11,644
                                                                                  --------       --------

CASH FLOWS FROM INVESTING ACTIVITIES
      Capital expenditures, net of proceeds from sales and removal costs ...       (11,570)        (8,721)
      Acquisition of business, net of cash acquired of $18 .................        (5,893)            --
      Proceeds from sale of temporary investments ..........................        50,077         29,519
      Purchase of temporary investments ....................................       (49,277)       (29,361)
      Proceeds from sale of investment in affiliated company ...............            --          2,420
      Increase in investments and advances to affiliates ...................       (27,860)       (22,353)
      Decrease in investments and repayments from affiliates ...............        39,612         15,558
                                                                                  --------       --------


                  Net Cash Used In Investing Activities ....................        (4,911)       (12,938)
                                                                                  --------       --------

CASH FLOWS FROM FINANCING ACTIVITIES
      Dividends on common stock ............................................        (2,235)        (2,005)
      Payments on long-term debt ...........................................          (129)            --
      Proceeds from issuance of common stock ...............................           220            225
      Purchase of treasury stock ...........................................        (1,158)        (1,682)
                                                                                  --------       --------

                  Net Cash Used In Financing Activities ....................        (3,302)        (3,462)
                                                                                  --------       --------

INCREASE (DECREASE) IN CASH
    AND CASH EQUIVALENTS ...................................................         3,657         (4,756)

CASH AND CASH EQUIVALENTS
    BEGINNING OF PERIOD ....................................................         1,674          7,192
                                                                                  --------       --------

    END OF PERIOD ..........................................................      $  5,331       $  2,436
                                                                                  ========       ========
</TABLE>




                 See notes to consolidated financial statements.

                                        3
<PAGE>   6
                   D & E Communications, Inc. and Subsidiaries
                 Consolidated Statements of Comprehensive Income
                                 (in thousands)
                                   (Unaudited)



<TABLE>
<CAPTION>
                                                              Three months ended           Nine months ended
                                                                 September 30                September 30
                                                              2000          1999          2000          1999
                                                            -------       -------       -------       -------
<S>                                                         <C>           <C>           <C>           <C>
  Net income (loss) ..................................      $(2,432)      $(1,515)      $(7,584)      $ 2,201

  Other comprehensive income:
    Unrealized gain(loss) on investments, net of
      taxes of ($1,041), ($565), ($250) and ($393) ...       (1,654)       (1,096)         (701)         (764)
    Reclassification adjustment for losses
      included in net income, net of taxes of
      $164 and $1,172 ................................          319            --         2,276            --
                                                            -------       -------       -------       -------

  Total comprehensive income (loss) ..................      $(3,767)      $(2,611)      $(6,009)      $ 1,437
                                                            =======       =======       =======       =======
</TABLE>




                 See notes to consolidated financial statements.

                                        4
<PAGE>   7
Form 10-Q

                    D&E Communications, Inc. and Subsidiaries
                   Part I - Financial Information (continued)

               Item 1. Notes to Consolidated Financial Statements
                        (Dollar amounts are in thousands)
                                   (Unaudited)

(1)   BASIS OF PRESENTATION

            D&E Communications, Inc. is a telecommunications holding company.
      The accompanying consolidated financial statements include the accounts
      of Denver and Ephrata Telephone and Telegraph Company (D&E Telephone);
      D&E Telephone and Data Systems (TDS); D&E Wireless, Inc. (Wireless);
      D&E Investments, Inc. (Investments); and D&E Systems, Inc. (Systems).
      D&E Communications, Inc., including these subsidiary companies, is
      defined and referred to herein as (D&E). Certain prior year balances
      have been reclassified to conform to current year presentation.

            The accompanying financial statements are unaudited and have been
      prepared by D&E pursuant to generally accepted accounting principles and
      the rules and regulations of the Securities and Exchange Commission (SEC).
      In the opinion of management, the financial statements include all
      adjustments (consisting of normal recurring adjustments) necessary to
      present fairly the results of operations, financial position, and cash
      flows of D&E for the periods presented. Certain information and footnote
      disclosures normally included in financial statements prepared in
      accordance with generally accepted accounting principles have been
      condensed or omitted pursuant to such SEC rules and regulations. The use
      of generally accepted accounting principles requires management to make
      estimates and assumptions that affect the reported amounts of assets and
      liabilities and disclosure of contingent assets and liabilities at the
      date of the financial statements and the reported amount of revenues and
      expenses during the reporting period. Actual results could differ from
      those estimates. D&E believes that the disclosures made are adequate to
      make the information presented not misleading. These financial statements
      should be read in conjunction with the financial statements and notes
      thereto included in the D&E Annual Report on Form 10-K for the fiscal year
      ended December 31, 1999.

(2)   INVESTMENTS AVAILABLE-FOR-SALE

            The decline in market value of OneMain.com, Inc. shares was
      determined to be "other than temporary" when an offer was received in
      June, 2000 to purchase the company. During the quarter ended September 30,
      2000, EarthLink, Inc. completed the acquisition of OneMain. A reduction in
      the original value recorded for the shares was recognized as loss of
      $2,965 in other expense in the second quarter and an additional loss of
      $413 was

                                       5
<PAGE>   8
Form 10-Q

                    D&E Communications, Inc. and Subsidiaries
                   Part I - Financial Information (continued)

               Item 1. Notes to Consolidated Financial Statements
                        (Dollar amounts are in thousands)
                                   (Unaudited)

      recognized upon completion of the acquisition.

(3)   EQUITY INVESTMENTS IN AFFILIATED COMPANIES

         (a)  PCS ONE

         D&E owns a fifty percent partnership interest in D&E/Omnipoint Wireless
      Joint Venture, L.P. (PCS ONE) that was formed in November 1997 to provide
      PCS wireless communications services and equipment to customers in the
      Lancaster, Harrisburg, York/Hanover and Reading, Pennsylvania Basic
      Trading Areas. The results of operations of PCS ONE were as follows:

<TABLE>
<CAPTION>
                                      Three months ended            Nine months ended
                                         September 30                  September 30
                                     2000           1999           2000           1999
                                   --------       --------       --------       --------
<S>                                <C>            <C>            <C>            <C>
      Net sales .............       $ 7,702        $ 4,467        $22,526        $11,624
      Net loss ..............      ($ 4,779)      ($ 4,252)      ($12,363)      ($13,637)
      D&E's share of loss ...      ($ 2,389)      ($ 2,126)      ($ 6,181)      ($ 6,818)
</TABLE>

      (b)  EuroTel

         As previously reported, D&E holds a one-third ownership interest in
      EuroTel L.L.C. (EuroTel), a domestic corporation which owns 100% of
      PenneCom B.V. (PenneCom), a Netherlands limited liability company which
      provides local exchange telephone and data transmission services in
      Central Europe. On April 12, 1999, D&E announced that PenneCom had signed
      a definitive agreement to sell the shares of its Polish operations
      (Pilicka Telefonia, Sp.zo.o.) to Elektrim S.A. (Elektrim) for $140,000 in
      cash and notes during 1999 and that the sale was subject to, among other
      things, Polish regulatory review. It was projected that after payment of
      outstanding debt and other expenses, the sale would generate approximately
      $80,000 of net cash to PenneCom. On July 27, 1999, Polish regulatory
      authorities approved the proposed share purchase. However, on July 28,
      1999, Elektrim issued written notice to PenneCom that it was repudiating
      the purchase agreement and on August 2, 1999, PenneCom filed an
      arbitration request with the International Court of Arbitration seeking
      specific performance of the agreement as well as compensatory and punitive
      damages. Arbitration proceedings are underway at the date of this filing.
      See Item 1 of Part II of this Report.


                                       6
<PAGE>   9
Form 10-Q

                    D&E Communications, Inc. and Subsidiaries
                   Part I - Financial Information (continued)

               Item 1. Notes to Consolidated Financial Statements
                        (Dollar amounts are in thousands)
                                   (Unaudited)

(4)   RECENT ACCOUNTING PRONOUNCEMENTS

         On April 3, 2000, the Financial Accounting Standards Board issued FIN
      44, "Accounting for Certain Transactions Involving Stock Compensation - an
      Interpretation of APB 25" which clarifies, among other issues, (a) the
      definition of employee for purposes of applying Opinion 25, (b) the
      criteria for determining whether a plan qualifies as a noncompensatory
      plan, (c) the accounting consequence of various modifications to the terms
      of a previously fixed stock option or award, and (d) the accounting for an
      exchange of stock compensation awards in a business combination. FIN 44 is
      effective July 1, 2000, but certain conclusions in the Interpretation
      cover specific events that occur after December 15, 1998. To the extent
      that the Interpretation covers events occurring during the period after
      December 15, 1998, but before the effective date of July 1, 2000, the
      effects of applying the Interpretation are recognized on a prospective
      basis from July 1, 2000. Management has concluded the Interpretation has
      no impact on D&E's financial position or results of operation.

         In June 2000, the Securities and Exchange Commission issued Staff
      Accounting Bulletin (SAB) No. 101B which amends the implementation date of
      SAB 101, "Revenue Recognition" to the three month period ending December
      31, 2000. SAB 101 provides guidance on the recognition, presentation, and
      disclosure of revenue in the financial statements. Management is currently
      assessing the impact, if any, SAB 101 will have on D&E's financial
      position or results of operations.

(5)   ACQUISITIONS

        On April 28, 2000, D&E acquired substantially all of the assets and
      liabilities of CompuSpirit, Inc., a computer network service provider for
      $2,400 in a combination of cash and 26,220 shares of D&E common stock. All
      such shares are unregistered but have certain registration rights. The
      agreement, as amended, contains a provision for payment of an additional
      $600 in deferred purchase price during 2001 through 2003. The acquisition
      was accounted for under the purchase method of accounting. The proforma
      results of CompuSpirit, Inc. are not significant to the consolidated
      results of operations or financial condition.

         On August 1, 2000, D&E acquired all of the outstanding shares of
      Alternate Solutions, Inc.(ASI), a computer network service provider for
      $5,500 in a combination of cash and 67,168 shares of

                                       7
<PAGE>   10
Form 10-Q

                    D&E Communications, Inc. and Subsidiaries
                   Part I - Financial Information (continued)

               Item 1. Notes to Consolidated Financial Statements
                        (Dollar amounts are in thousands)
                                   (Unaudited)

      D&E common stock. The transaction was accounted for under the purchase
      method of accounting. The agreement, as amended, includes a provision for
      payment of an additional $1,200 in deferred purchase price during 2001
      through 2003. It also includes a provision for an additional payment up to
      $300 contingent on meeting certain future events and earnings goals. ASI's
      proforma results are not significant to the consolidated results of
      operations or financial condition.

(6)   SUBSEQUENT EVENTS

         On October 30, 2000, D&E announced that its Board of Directors
      authorized the repurchase of up to $1 million worth of its shares of
      Common Stock. The repurchased shares will be held as treasury shares
      available for issuance in connection with future stock dividends and stock
      splits, employee benefit plans, executive compensation plans and for
      issuance under D&E's Dividend Reinvestment Plan.

(7)   CONTINGENCIES

         D&E became party to a $40,000 loan agreement from a domestic bank to
      PenneCom in December 1999 and further increased the loan to $50,000 in
      August 2000. D&E, along with the other two investors in EuroTel, each
      increased their pledge of investments as collateral for security on the
      loan from $7,000 to $8,667. Management anticipates the loan, which was
      used primarily to refinance higher interest debt, will be repaid in
      conjunction with the sale of Pilicka.

         See Item 1. of Part II of this Report for discussion of related
      legal proceedings.

         On May 17, 2000, PCS ONE entered into a financing agreement with a bank
      to provide a $70,000 credit facility. The joint venture partners have no
      guarantee requirement in connection with this agreement. D&E and its joint
      venture partner must maintain contributed capital plus certain additional
      allowable deposit and license acquisition costs at a level of 66.7% of the
      funds borrowed. On September 30,2000, the partners had an allowable
      capital contribution of $42,548 making $63,820 of the facility available.
      Approximately $40,000 of the proceeds were used to repay a vendor loan
      agreement under which D&E was jointly and severally liable to contribute
      up to a total of $50,000 equity to PCS ONE in the event that PCS ONE was
      unable to meet its obligations as they came due.


                                       8
<PAGE>   11
Form 10-Q

                    D&E Communications, Inc. and Subsidiaries
                   Part I - Financial Information (continued)

               Item 1. Notes to Consolidated Financial Statements
                        (Dollar amounts are in thousands)
                                   (Unaudited)

(8)   BUSINESS SEGMENT DATA

      Financial results for D&E's four primary operating segments are as
follows:

<TABLE>
<CAPTION>
                                                        Three months ended            Nine months ended
                                                           September 30                  September 30
                                                       2000           1999           2000           1999
                                                     --------       --------       --------       --------
<S>                                                  <C>            <C>            <C>            <C>
      External Revenues

         Telecommunication Services ..............   $ 10,019       $  9,666       $ 29,308       $ 28,709
         Telephone & Data Services ...............      6,135          4,285         15,007         13,235
         Wireless Services .......................      2,235          1,633          6,398          4,498
         International Communication Services ....        190            277          1,401          1,052
         Corporate, Other and Eliminations .......        458              1            747              1
                                                     --------       --------       --------       --------
            Total Company ........................   $ 19,037       $ 15,862       $ 52,861       $ 47,495
                                                     ========       ========       ========       ========

      Intersegment Revenues

         Telecommunication Services ..............   $    708       $    365       $  1,619       $  1,081
         Telephone & Data Services ...............        120             88            403            285
         Corporate, Other and Eliminations .......       (828)          (453)        (2,022)        (1,366)
                                                     --------       --------       --------       --------
            Total Company ........................   $     --       $     --       $     --       $     --
                                                     ========       ========       ========       ========

      Net Income (Loss)

         Telecommunication Services ..............   $  1,319       $  1,358       $  3,447       $  3,888
         Telephone & Data Services ...............       (754)           (42)          (762)            52
         Wireless Services .......................     (1,375)        (1,385)        (3,906)        (4,498)
         International Communication Services ....     (1,421)        (1,280)        (4,059)        (3,423)
         Corporate, Other and Eliminations .......       (201)          (166)        (2,304)         6,182
                                                     --------       --------       --------       --------
            Total Company ........................   $ (2,432)      $ (1,515)      $ (7,584)      $  2,201
                                                     ========       ========       ========       ========
</TABLE>

<TABLE>
<CAPTION>
                                                     September 30,   December 31,
                                                         2000            1999
                                                     -------------   ------------
<S>                                                  <C>             <C>
      Assets
         Telecommunication Services ..............    $ 110,203       $ 100,029
         Telephone & Data Services ...............       20,637           6,942
         Wireless Services .......................        6,141           3,693
         International Communication Services ....        3,536          15,341
         Corporate, Other and Eliminations .......      (19,691)        (11,351)
                                                      ---------       ---------
            Total Company                             $ 120,826       $ 114,654
                                                      =========       =========
</TABLE>




                                       9
<PAGE>   12
Form 10-Q

                   D&E Communications, Inc. and Subsidiaries
                  Part I  - Financial Information (continued)

               Item 2.  Management's Discussion and Analysis of
                Financial Condition and Results of Operations

                       (Dollar amounts are in thousands)

         Monetary amounts presented in the following discussion are rounded to
      the nearest thousand dollars. Certain items in the financial statements
      for the three months and nine months ended September 30, 1999 have been
      reclassified for comparative purposes.

      RESULTS OF OPERATIONS

         Summary. Operating revenues increased 20% for the three months ended
      September 30, 2000 compared with the same period of 1999. The increase
      from two computer services companies acquired during 2000 accounted for
      $2,447 or 15% of the increase. Support services to affiliated companies
      increased $256 or 2% and other revenues increased $472 or 3% of the total.
      Operating profit as a percentage of revenue decreased to 5.7% for the
      third quarter of 2000 compared to 14.2% for the third quarter of 1999. The
      acquired companies generated a $291 operating loss for the quarter and
      because support service revenue is recorded at the cost to provide the
      service, the increase in support service revenue contributed to the
      decrease in gross profit margin.

         Net income (loss) for the nine months ended September 30, 2000 was a
      loss of $7,584 or $1.03 per share compared to income of $2,201 or $0.30
      per share in 1999. The nine months ended September 30, 1999, included a
      gain of $8,982 from the exchange of D&E SuperNet, Inc. (SuperNet) stock
      for cash and stock in OneMain.com, Inc. (OneMain). The net-of-tax gain was
      $5,921. For the nine months ended September 30, 2000, other expense
      included a $3,378 loss on the exchange of OneMain shares for EarthLink,
      Inc. shares. The net-of-tax loss was $2,245. Excluding the gain in 1999
      and the loss in 2000 from the exchange of SuperNet/OneMain shares for
      EarthLink, Inc. shares, earnings per share was a loss of $0.73 in 2000
      versus a loss of $0.50 in 1999.

         Three months ended September 30, 2000 compared to the three months
         ended September 30, 1999

         Operating Revenues. Consolidated operating revenues for the three
      months ended September 30, 2000 were $19,037, up 20.0% from $15,862 for
      the third quarter in 1999. The primary reason for this increase was the
      acquisition of CompuSpirit, Inc. (CSI) on April 28, 2000 and Alternate
      Solutions, Inc. (ASI) on August 1, 2000.


                                       10
<PAGE>   13
Form 10-Q

                   D&E Communications, Inc. and Subsidiaries
                  Part I  - Financial Information (continued)

               Item 2.  Management's Discussion and Analysis of
                Financial Condition and Results of Operations

                       (Dollar amounts are in thousands)


         Telecommunications Services segment revenues increased 3.7% to $10,019
      in 2000 from $9,666 in 1999. The increase was attributable to an increase
      of approximately 3% in the number of telephone access lines in service,
      increased local private network revenues and increased revenue from custom
      calling features.

         Telephone & Data Services segment revenues increased 43.2% to $6,135 in
      2000 from $4,285 in 1999. The acquisitions of CSI in April 2000 and ASI in
      August 2000 added $2,447 in revenues. Telecommunication equipment and data
      cabling installations decreased $371 during the third quarter of 2000
      compared to the same period in 1999 while computer networking services
      from installations of software and computer hardware declined $363.

         Wireless Services segment revenues increased 36.9% to $2,235 in 2000
      from $1,633 in 1999. The increase was primarily from expansion of sales
      and customer support services provided to PCS ONE.

         International Communication Services segment revenues decreased 31.4%
      to $190 in 2000 from $277 in 1999 primarily as a result of the sale of
      Monor Telephone Company (MTT) in December 1999.

         Operating Expenses. Consolidated operating expenses for the three
      months ended September 30, 2000 were $17,948, up from $13,597 in 1999. The
      primary reason for the increase was the expenses related to CSI and ASI
      acquired during 2000. New competitive local exchange services and internet
      access services developed internally increased expenses over the same
      period last year. Support service costs for affiliates also increased over
      1999.

         Communication service expenses include network operations, network
      access, directory advertising, and support services costs. Communication
      service cost in this category increased 34.3% to $7,154 in 2000 from
      $5,328 in 1999. These costs increased $1,079 as a result of the CSI and
      ASI acquisitions. An increase in support service costs was due to
      approximately $526 for support services provided to PCS ONE with decreases
      of $86 for European operations and $165 for OneMain. The extension of
      competitive local exchange carrier (CLEC) services and (ISP) internet
      access services increased these costs $643.



                                       11
<PAGE>   14
Form 10-Q

                   D&E Communications, Inc. and Subsidiaries
                  Part I  - Financial Information (continued)

               Item 2.  Management's Discussion and Analysis of
                Financial Condition and Results of Operations

                       (Dollar amounts are in thousands)


         The cost of communication products sold increased 15.3% to $2,330 in
      2000 from $2,021 in 1999. The increase related to the CSI and ASI
      acquisitions was $663. Other costs decreased $354 since repair order
      increases were more than offset by decreased new equipment and cabling
      sales and decreases in computer networking installations.

         Depreciation and amortization expense increased 24.9% to $3,159 in 2000
      from $2,530 in 1999. Depreciation and amortization increased $629
      including $311 from the companies acquired and the remainder from
      continuing capital additions.

         Marketing and customer services expense increased 41.3% to $1,781 in
      2000 from $1,260 in 1999. All the categories of marketing, sales,
      advertising, and customer service increased, with approximately $340
      related to newly acquired companies and $200 of these increases
      attributable to the continued development of CLEC and ISP services.

         General and administrative services increased 43.4% to $3,524 in 2000
      from $2,458 in 1999. The major increases were approximately $344 related
      to the two new acquisitions, $240 related to ISP startup expenses and a
      $260 increase in incentive compensation plans.

         Other Income (Expense). Other income (expense) for the three months
      ended September 30, 2000 was a net expense of $3,915, compared with a net
      expense of $3,605 in the third quarter of 1999. For the quarter ended
      September 30, 2000, other expense included $413 recognized as a loss on
      the exchange of OneMain shares for EarthLink, Inc. shares. Equity in the
      net losses of affiliates offset the investment loss primarily from a $118
      improvement in the results of PCS ONE.

         Interest expense decreased 8.3% to $421 in 2000 from $459 in 1999.
      Increased interest expense capitalized in connection with a building
      expansion accounted for the decrease in interest expense along with
      long-term debt repayments.

         Income taxes. Income taxes were a benefit of $410 for the three months
      ended September 30, 2000, compared to an expense of $159 in 1999. The
      change was partially related to the loss on the exchange of OneMain shares
      of $413 with a tax effect of $125.



                                       12
<PAGE>   15
Form 10-Q

                   D&E Communications, Inc. and Subsidiaries
                  Part I  - Financial Information (continued)

               Item 2.  Management's Discussion and Analysis of
                Financial Condition and Results of Operations

                       (Dollar amounts are in thousands)


         Nine months ended September 30, 2000 compared to the nine months ended
         September 30, 1999

         Operating Revenues. Consolidated operating revenues for the nine months
      ended September 30, 2000 were $52,861, up 11.3% from $47,495 for the first
      nine months of 1999. The primary reason for this increase was acquisitions
      of CSI on April 28, 2000 and ASI on August 1, 2000 and the increase in
      support services provided to affiliated companies.

         Telecommunications Services segment revenues increased 2.1% to $29,308
      in the first nine months of 2000 from $28,709 in 1999. The increase was
      attributable to an increase of approximately 3% in the number of telephone
      access lines in service, increased local private network revenues,
      increased use of custom calling features and volume increases in
      intrastate and interstate network access revenues.

         Telephone & Data Services segment revenues increased 13.4% to $15,007
      in the first nine months of 2000 from $13,235 in 1999. The acquisitions of
      CSI in April 2000 and ASI in August 2000 added $3,062 to revenues. Sales
      of telecommunication equipment and data cabling installations decreased
      $933 and computer networking services from installations of software and
      computer hardware decreased $494.

         Wireless Services segment revenues increased 42.2% to $6,398 in the
      first nine months of 2000 from $4,498 in 1999. The increase was primarily
      from expansion of sales and customer support services provided to PCS ONE.

         International Communication Services segment revenues increased 33.2%
      to $1,401 in the first nine months of 2000 from $1,052 in 1999. The
      increase was the result of one-time service revenue of $700 early in 2000
      which was not repeated thereafter.

            Operating Expenses. Consolidated operating expenses for the nine
      months ended September 30, 2000 were $48,472, up from $40,605 in 1999. The
      primary reason for the increase was the expenses related to CSI and ASI
      acquired during 2000. Competitive local exchange services and internet
      access services developed internally, increased expenses over the prior
      year. Support service costs for affiliates also increased over 1999.


                                       13
<PAGE>   16
Form 10-Q

                   D&E Communications, Inc. and Subsidiaries
                  Part I  - Financial Information (continued)

               Item 2.  Management's Discussion and Analysis of
                Financial Condition and Results of Operations

                       (Dollar amounts are in thousands)


         Communication service expenses include network operations, network
      access, directory advertising, and communication service costs.
      Communication service cost in this category increased 24.8% to $19,449 in
      2000 from $15,589 in 1999. These costs increased $1,445 as a result of the
      CSI and ASI acquisitions. An increase in support service costs was due to
      approximately $1,630 for support services provided to PCS ONE, $349 for
      European operations and a decrease for OneMain of $393. The extension of
      CLEC services and ISP expenses increased these costs by $1,262.

         The cost of communication products sold decreased 1.9% to $6,506 in the
      first nine months of 2000 from $6,635 in 1999. The decrease related to
      decreases in cabling sales of $1,464 and computer networking installation
      costs of $273 offset by new equipment sales and repairs. The acquisition
      of CSI and ASI also increased costs $663.

         Depreciation and amortization expense increased 18.8% to $8,543 in the
      first nine months of 2000 from $7,191 in 1999. Depreciation and
      amortization increased $1,352 including $386 from the companies acquired
      and the remainder from continuing capital additions.

         Marketing and customer services expense increased 35.2% to $4,857 in
      the first nine months of 2000 from $3,592 in 1999. All the categories of
      marketing, sales, advertising, and customer service increased, with
      approximately $367 related to the newly acquired companies and $504 of
      these increases attributable to the continued development of CLEC and ISP
      services.

         General and administrative services increased 20.0% to $9,117 in the
      first nine months of 2000 from $7,598 in 1999. The increases were $427
      related to the two new acquisitions, $324 related to ISP startup expenses
      and a $740 increase in short-term and long-term incentive plans.

         Other Income (Expense). Other income (expense) for the nine months
      ended September 30, 2000 was a net expense of $13,283, compared with an
      expense of $1,190 in the first nine months of 1999. The 1999 amount
      included a one-time gain of $8,982 from the exchange of D&E SuperNet, Inc.
      stock for cash and stock in OneMain. The nine months ended September 30,
      2000 included a loss of $3,378 on the exchange of the OneMain shares for
      EarthLink, Inc. shares. Equity in the net losses of affiliates was $306
      lower, primarily due to decreased losses from European activity. D&E's
      equity in PCS ONE's losses decreased from a loss of $6,794

                                       14
<PAGE>   17
Form 10-Q

                   D&E Communications, Inc. and Subsidiaries
                  Part I  - Financial Information (continued)

               Item 2.  Management's Discussion and Analysis of
                Financial Condition and Results of Operations

                       (Dollar amounts are in thousands)


      in 1999 to a loss of $6,217 in 2000. Losses from the European activity
      increased from a loss of $3,101 to a loss of $3,963 in 2000. Equity in the
      income of SuperNet decreased by $20 as a result of the sale to OneMain in
      1999. Future losses are expected to continue while PCS ONE and Pilicka
      develop their businesses and until completion of the sale of Pilicka,
      which is now in arbitration before the International Court of Arbitration
      at the International Chamber of Commerce. See Item 1. of Part II of this
      report.

         Interest expense decreased 10.0% to $1,245 in the first nine months of
      2000 from $1,383 in 1999. Interest expense capitalized in connection with
      a building expansion accounted for the decrease in interest expense along
      with long-term debt repayments.

      Income taxes. Income taxes were a benefit of $1,359 for the nine months
      ended September 30, 2000, compared to an expense of $3,450 in 1999. The
      change was primarily from taxes of $3,061 accrued in 1999 related to the
      gain on the SuperNet stock exchange and the benefit of a $1,133 tax
      reduction attributable to the loss on the exchange of the OneMain shares
      for EarthLink, Inc. shares in September 2000. In addition to these
      transactions, the development of new businesses contributed to a larger
      pretax loss in the current year.

      FINANCIAL CONDITION

         Liquidity and Capital Resources. D&E believes that it has adequate
      internal and external resources available to meet ongoing operating
      requirements, including expansion and modernization of the existing local
      exchange network and business development activities. D&E expects that
      foreseeable capital requirements for its existing businesses will be
      financed primarily through internally generated funds, use of its existing
      cash or temporary investments, and additional debt. Additional short or
      long-term debt or equity financing may be needed to fund growth of new
      business development activities and to enhance D&E's capital structure.

         Cash provided from operations was $11,870. The net decrease of
      investments in affiliates was $11,752, primarily from the receipt of funds
      in January 2000 from PenneCom's sale of Monor Telephone Company in Hungary
      late in 1999. These funds were used to pay for capital expenditures of
      $11,570 and for the $5,893 cash portion

                                       15
<PAGE>   18
Form 10-Q

                   D&E Communications, Inc. and Subsidiaries
                  Part I  - Financial Information (continued)

               Item 2.  Management's Discussion and Analysis of
                Financial Condition and Results of Operations

                       (Dollar amounts are in thousands)


      of the acquisition price of two businesses purchased during 2000.
      Approximate capital addition expenditures were $3,000 for two building
      projects; $2,300 for digital electronic switching and circuit equipment,
      computers, and initial switching equipment purchased to provide CLEC and
      ISP services; plus $5,500 for core telephone company systems upgrades.
      Cash used in financing activities included dividend payments of $2,235 and
      treasury stock purchases of $1,158. Cash balances increased $3,657.

         D&E expects to enter a Federal Communications Commission auction of
      additional PCS licenses scheduled to begin during the fourth quarter of
      2000 to expand its wireless capacity. Additionally, PCS ONE is planning to
      implement its own billing system early in 2001 to improve the efficiency
      of the billing process. Management anticipates that these enhancements
      will require increased capital contributions to the wireless business in
      the future.

         At September 30, 2000, $10,926 was invested in commercial paper and
      other investment grade securities while $5,331 was held in liquid cash
      balances. The investment balance includes $8,667 held as collateral for a
      bank loan made to PenneCom. D&E also maintains available short-term lines
      of credit of $25,000. D&E's ratio of total debt to total debt plus capital
      increased to 26.8% at September 30, 2000 from 24.5% at December 31, 1999.

      OTHER

         D&E Telephone files its own tariff rates with the Pennsylvania Public
      Utility Commission (PUC) for such services as dial tone and calling
      features. In compliance with state statutory law, commonly known as
      Chapter 30, D&E Telephone joined in a petition to the PUC in July 1998 for
      an alternative form of regulation. On March 30, 2000 the PUC issued a
      revised Order. D&E Telephone accepted the PUC Order, and filed an amended
      plan before July 1, 2000 to accelerate network modernization. Subject to
      final regulatory approval, the plan will lead to a new ratemaking process
      where, instead of a rate base/rate of return methodology, prices are
      adjusted in accordance with the Gross Domestic Product Price Index with a
      productivity offset.


                                       16
<PAGE>   19
Form 10-Q

                   D&E Communications, Inc. and Subsidiaries
                  Part I  - Financial Information (continued)

               Item 2.  Management's Discussion and Analysis of
                Financial Condition and Results of Operations

                       (Dollar amounts are in thousands)



         On April 28, 2000, D&E acquired substantially all of the assets and
      liabilities of CompuSpirit, Inc., a computer network service provider for
      $2,400 in a combination of cash and 26,220 shares of common stock. All
      such shares are unregistered but have certain registration rights. The
      agreement, as amended, contains a provision for payment of an additional
      $600 in deferred purchase price during 2001 through 2003. The acquisition
      was accounted for under the purchase method of accounting. The proforma
      results of CompuSpirit, Inc. are not significant to the consolidated
      results of operations or financial condition.

         On May 17, 2000, PCS ONE entered into a financing agreement with a bank
      to provide a $70,000 credit facility. The joint venture partners have no
      guarantee requirement in connection with this agreement. D&E and its joint
      venture partner must maintain contributed capital plus certain additional
      allowable deposit and license acquisition costs at a level of 66.7% of the
      funds borrowed. On September 30, 2000, the partners had an allowable
      capital contribution of $42,548, making $63,820 of the facility available.
      Approximately $40,000 of the proceeds were used to repay a vendor loan
      agreement under which D&E was jointly and severally liable to contribute
      up to a total of $50,000 equity to PCS ONE in the event that PCS ONE was
      unable to meet its obligations as they came due.

         On April 3, 2000, the Financial Accounting Standards Board issued FIN
      44, "Accounting for Certain Transactions Involving Stock Compensation - an
      Interpretation of APB 25" which clarifies, among other issues, (a) the
      definition of employee for purposes of applying Opinion 25, (b) the
      criteria for determining whether a plan qualifies as a noncompensatory
      plan, (c) the accounting consequence of various modifications to the terms
      of a previously fixed stock option or award, and (d) the accounting for an
      exchange of stock compensation awards in a business combination. FIN 44 is
      effective July 1, 2000, but certain conclusions in the Interpretation
      cover specific events that occur after December 15, 1998. To the extent
      that the Interpretation covers events occurring during the period after
      December 15, 1998, but before the effective date of July 1, 2000, the
      effects of applying the Interpretation are recognized on a prospective
      basis from July 1, 2000. Management has concluded the Interpretation has
      no impact on D&E's financial position or results of operation.


                                       17
<PAGE>   20
Form 10-Q

                   D&E Communications, Inc. and Subsidiaries
                  Part I  - Financial Information (continued)

               Item 2.  Management's Discussion and Analysis of
                Financial Condition and Results of Operations

                       (Dollar amounts are in thousands)



         In June, 2000, the Securities and Exchange Commission issued Staff
      Accounting Bulletin (SAB) No. 101B which amends the implementation date of
      SAB 101, "Revenue Recognition" to the three month period ending December
      31, 2000. SAB 101 provides guidance on the recognition, presentation, and
      disclosure of revenue in the financial statements. Management is currently
      assessing the impact, if any, SAB 101 will have on D&E's financial
      position or results of operations.

         On August 1, 2000, D&E acquired all of the outstanding shares of
      Alternate Solutions, Inc., a computer network service provider for $5,500
      in a combination of cash and 67,168 shares of common stock. The
      transaction was accounted for under the purchase method of accounting. The
      agreement, as amended, includes a provision for payment of an additional
      $1,200 in deferred purchase price during 2001 through 2003. It also
      includes a provision for an additional payment up to $300 contingent on
      meeting certain future events and earnings goals. ASI's proforma results
      are not significant to the consolidated results of operations or financial
      condition.

      FORWARD-LOOKING STATEMENTS

         This quarterly report contains certain forward-looking statements as to
      the future performance of D&E and its various domestic and international
      joint venture investments. Actual results may differ as a result of
      factors over which D&E has no control, including, but not limited to,
      regulatory factors, uncertainties and economic fluctuations in the
      domestic and foreign markets in which the companies compete,
      foreign-currency risks and increased competition in domestic markets due
      in large part to continued deregulation of the telecommunications
      industry.




                                       18
<PAGE>   21
Form 10-Q

                  D&E Communications, Inc. and Subsidiaries
                  Part I - Financial Information (continued)

               Item 3. Quantitative and Qualitative Disclosure

                               About Market Risks



         D&E does not invest excess funds in derivative financial instruments or
      other market risk sensitive instruments for the purpose of managing its
      foreign currency exchange rate risk or for any other purpose.




                                       19
<PAGE>   22
                    D&E Communications, Inc. and Subsidiaries
                           Part II - Other Information

Item 1.  Legal Proceedings

Sale of Pilicka Telefonia S.A. to Elektrim S.A.

     In April 1999, PenneCom B.V. (PenneCom), a Netherlands limited liability
company which provides communications services in Central Europe and is owned by
EuroTel, LLC (EuroTel), a domestic limited liability company in which D&E
Investments, Inc. has a one-third ownership interest, signed an agreement to
sell, subject to Polish regulatory review, its shares of Pilicka Telefonia,
Sp.zo.o. (Pilicka), a Polish limited liability company, to Elektrim S.A.
(Elektrim), a Polish corporation, for $140 million in cash and notes. Polish
regulatory authorities approved the proposed purchase on July 27, 1999. However,
on July 28, 1999, Elektrim issued written notice that it was repudiating the
purchase agreement, alleging that unspecified actions of representatives of
Pilicka and PenneCom constituted fraudulent inducement, thereby rendering the
purchase agreement void (and of no further effect). On August 2, 1999, PenneCom
filed an arbitration request with the International Court of Arbitration at the
International Chamber of Commerce seeking specific performance of the agreement
as well as compensatory and punitive damages. On September 27, 1999, Elektrim
filed an answer and counterclaim alleging that its repudiation of the agreement
was justified because, among other things, PenneCom altered its normal course of
business, constituting a "material adverse change." In its counterclaim,
Elektrim requested a dismissal of all claims brought by PenneCom, a declaration
that the agreement was void or that Elektrim was justified in repudiating the
agreement, and a repayment by PenneCom of Elektrim's $10 million deposit. The
discovery, briefing and hearing phases have been completed, except a damages
hearing which is expected to be held in January 2001. The arbitration panel has
not yet ruled on any issues in the case. It is not possible at this time to
express an opinion as to the outcome of the claim.

      D&E is involved in other various legal proceedings arising in the ordinary
course of its business. In the opinion of management, the ultimate resolution of
these matters will not have a material adverse effect on D&E's consolidated
financial condition or results of operations.


                                       20
<PAGE>   23
                    D&E Communications, Inc. and Subsidiaries
                           Part II - Other Information



Item 2. Changes in Securities and Use of Proceeds

   On August 1, 2000, D&E acquired all of the outstanding shares of Alternate
Solutions, Inc., a computer network service provider for $5,500 in cash and
stock. In connection with the acquisition, D&E issued 67,168 shares of common
stock to the shareholders of Alternate Solutions, Inc. This transaction was
deemed to be exempt from registration under the Securities Act of 1933, as
amended, by virtue of Section 4 (2) or Regulation D promulgated thereunder,
including Rule 506 of Regulation D. The shareholders of Alternate Solutions,
Inc. are "accredited investors" within the meaning of Rule 501 of Regulation D
under the Securities Act. The purchasers represented their intention to acquire
the securities for investment only and not with a view to the distribution
thereof. Required disclosure was provided, or access to information in lieu of
disclosure was present. Required legends are affixed to the securities issued in
such transaction.

Item 6.  Exhibits and Reports on Form 8-K

(a)   Exhibits:

<TABLE>
<CAPTION>
Exhibit                 Identification
  No.                     of Exhibit                        Reference
  ---                     ----------                        ---------
<S>         <C>                                       <C>
   27       Financial Data Schedule.                  Filed herewith.
</TABLE>


(b)   Reports on Form 8-K:

   No reports on Form 8-K were filed during the quarter ended September 30,
2000.




                                       21
<PAGE>   24
                    D&E Communications, Inc. and Subsidiaries


                                   Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                        D&E Communications, Inc.
                                              (Registrant)


Date: November 9, 2000
                                   By: /s/ Anne B. Sweigart
                                   --------------------------------
                                           Anne B. Sweigart

                                   President, Chairman of the Board, and Chief
                                   Executive Officer
                                        (On behalf of the Registrant)


Date: November 9, 2000
                                   By: /s/ Thomas E. Morell
                                   --------------------------------
                                           Thomas E. Morell
                                   Vice President, Chief Financial Officer and
                                   Treasurer
                                        (On behalf of the Registrant and as
                                        Principal Financial Officer)




                                       22
<PAGE>   25
                    D&E Communications, Inc. and Subsidiaries



                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
Exhibit                  Identification
  No.                      of Exhibit                         Reference
-------                  --------------                       ---------
<S>         <C>                                       <C>
   27          Financial Data Schedule.                 Filed herewith.
</TABLE>




                                       23