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 June 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.

                  Class                            Outstanding at August 4, 2000
                  -----                            -----------------------------
Common Stock, par value $.16 per share                   7,421,281 Shares


<PAGE>


Form 10-Q


                    D&E Communications, Inc. and Subsidiaries

                                TABLE OF CONTENTS
<TABLE>

Item No.                                                                         Page
--------                                                                         ----

                          PART I. FINANCIAL INFORMATION
<S>                   <C>                                                        <C>
     1.  Financial Statements

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

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

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

                  Consolidated Statement of Comprehensive Income --
                           For the three months and six months ended
                           June 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 ..................................            18

                           PART II. OTHER INFORMATION

     1. Legal Proceedings..............................................            19

     2. Changes in Securities and Use of Proceeds......................            20

     4. Submission of Matters to a Vote
                  of Security Holders .................................            20

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

        SIGNATURES ....................................................            23
</TABLE>

                                       i
<PAGE>

Form 10-Q Part 1 - Financial Information

Item 1. Financial Statements


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

<TABLE>
<CAPTION>

                                                                         Three months ended                   Six Months Ended
                                                                               June 30                             June 30
                                                                     --------------------------          --------------------------
OPERATING REVENUE                                                      2000              1999              2000              1999
                                                                     --------          --------          --------          --------
<S>                                                                  <C>               <C>               <C>               <C>
    Communication service revenues .........................         $ 13,684          $ 12,600          $ 27,492          $ 24,753
    Communication products sold ............................            2,777             2,781             5,649             6,233
    Other ..................................................              351               350               683               647
                                                                     --------          --------          --------          --------

       Total Operating Revenues ............................           16,812            15,731            33,824            31,633
                                                                     --------          --------          --------          --------

OPERATING EXPENSE

    Communication service expenses (exclusive of
       depreciation and amortization below) ................            5,866             5,139            12,295            10,261
    Cost of communication products sold ....................            2,020             2,058             4,176             4,614
    Depreciation and amortization ..........................            2,746             2,356             5,384             4,661
    Marketing and customer services ........................            1,692             1,244             3,076             2,332
    General and administrative services ....................            2,739             2,756             5,593             5,140
                                                                     --------          --------          --------          --------

       Total Operating Expenses ............................           15,063            13,553            30,524            27,008
                                                                     --------          --------          --------          --------

            Operating Income ...............................            1,749             2,178             3,300             4,625
                                                                     --------          --------          --------          --------

OTHER INCOME (EXPENSE)

    Allowance for funds used during construction ...........               13                 9                24                14
    Equity in net losses of affiliates .....................           (3,806)           (2,758)           (6,564)           (6,369)
    Interest expense .......................................             (435)             (461)             (824)             (924)
    Gain (loss) on investments .............................           (2,965)             --              (2,965)            8,982
    Other, net .............................................              480               413               961               712
                                                                     --------          --------          --------          --------

       Total Other Income (Expense) ........................           (6,713)           (2,797)           (9,368)            2,415
                                                                     --------          --------          --------          --------
            Income (loss) before income taxes and
               dividends on utility preferred stock ........           (4,964)             (619)           (6,068)            7,040

INCOME TAXES AND DIVIDENDS ON
    UTILITY PREFERRED STOCK

    Income taxes ...........................................           (1,054)              145              (949)            3,291
    Dividends on utility preferred stock ...................               17                16                33                33
                                                                     --------          --------          --------          --------

       Total Income taxes and dividends
          on utility preferred stock .......................           (1,037)              161              (916)            3,324
                                                                     --------          --------          --------          --------
NET INCOME (LOSS) ..........................................         $ (3,927)         $   (780)         $ (5,152)         $  3,716
                                                                     ========          ========          ========          ========

    Average common shares outstanding ......................            7,358             7,392             7,348             7,407

BASIC AND DILUTED EARNINGS (LOSS)
    PER COMMON SHARE
        Net income (loss) per common share .................         $  (0.53)         $.(0.11)          $  (0.70)         $   0.50
                                                                     ========          ========          ========          ========

    Dividends per common share .............................         $   0.10          $   0.10          $   0.20          $   0.19
                                                                     ========          ========          ========          ========
</TABLE>

                See notes to consolidated financial statements.

                                        1

<PAGE>

                    D&E Communications, Inc. and Subsidiaries

                           Consolidated Balance Sheets

                      (in thousands, except share amounts)
<TABLE>
<CAPTION>
                                                                             June 30,
                                                                               2000      December 31,
                               ASSETS                                       (Unaudited)      1999
                                                                            -----------  -----------
<S>                                                                          <C>          <C>
CURRENT ASSETS
       Cash and cash equivalents .........................................   $   7,027    $   1,674
       Temporary investments, including $7,000 and $0 restricted .........      16,392       11,726
       Accounts receivable ...............................................       8,543        7,787
       Accounts receivable - affiliated companies ........................       6,071        5,152
       Inventories, lower of cost or market, at average cost .............       1,369        1,302
       Prepaid expenses ..................................................       3,561        1,088
       Other .............................................................         333          310
                                                                             ---------    ---------
          TOTAL CURRENT ASSETS ...........................................      43,296       29,039
                                                                             ---------    ---------
INVESTMENTS
       Investments and advances in affiliated companies ..................        --         11,994
       Investments available-for-sale ....................................       8,113        6,371
                                                                             ---------    ---------
                                                                                 8,113       18,365
                                                                             ---------    ---------
PROPERTY, PLANT AND EQUIPMENT
       In service ........................................................     137,889      131,753
       Under construction ................................................       4,315        4,092
                                                                             ---------    ---------
                                                                               142,204      135,845
       Less accumulated depreciation .....................................      74,069       69,949
                                                                             ---------    ---------
                                                                                68,135       65,896
                                                                             ---------    ---------

OTHER ASSETS .............................................................       3,466        1,354
                                                                             ---------    ---------

       TOTAL ASSETS ......................................................   $ 123,010    $ 114,654
                                                                             =========    =========
                LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
       Long-term debt maturing within one year ...........................   $   1,033    $   1,007
       Accounts payable and accrued liabilities ..........................      10,729        9,662
       Accrued taxes .....................................................         262          324
       Accrued interest and dividends ....................................         442          439
       Advance billings, customer deposits and other .....................       3,076        1,224
                                                                             ---------    ---------
          TOTAL CURRENT LIABILITIES ......................................      15,542       12,656
                                                                             ---------    ---------
LONG-TERM DEBT ...........................................................      21,590       21,582
                                                                             ---------    ---------
OTHER LIABILITIES
       Equity in net losses of affiliates in excess of
           investments and advances ......................................       7,960         --
       Deferred income taxes .............................................      10,227        9,785
       Other .............................................................       1,156          861
                                                                             ---------    ---------
                                                                                19,343       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 ........       1,201        1,194
         Outstanding shares: 7,340,531 at June 30, 2000
                             7,339,362 at December 31, 1999
       Additional paid-in capital ........................................      37,841       37,026
       Unrealized gain (loss) on investments .............................       2,371         (539)
       Unearned ESOP Compensation ........................................        (153)        (153)
       Retained earnings .................................................      26,664       33,281
       Treasury stock at cost, 163,808 shares at June 30, 2000
                  146,112 shares at December 31, 1999 ....................      (2,835)      (2,485)
                                                                             ---------    ---------
                                                                                65,089       68,324
                                                                             ---------    ---------
       TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY ........................   $ 123,010    $ 114,654
                                                                             =========    =========
</TABLE>
                 See notes to consolidated financial statements.
                                        2
<PAGE>
                    D&E Communications, Inc. and Subsidiaries

                      Consolidated Statements of Cash Flows

                                 (in thousands)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                   Six Months Ended
                                                                                        June 30
                                                                                  2000           1999
                                                                                --------       --------
<S>                                                                             <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES .....................................      $  8,491       $  6,694
                                                                                --------       --------

CASH FLOWS FROM INVESTING ACTIVITIES
        Capital expenditures, net of proceeds from sales and removal costs        (7,379)        (4,518)
        Acquisition of business, net of cash acquired of $18 .............        (2,077)          --
        Proceeds from sale of temporary investments ......................        36,626         17,758
        Purchase of temporary investments ................................       (41,292)       (20,577)
        Proceeds from sale of investment in affiliated company ...........          --            2,420
        Increase in investments and advances to affiliates ...............       (17,548)       (14,008)
        Decrease in investments and repayments from affiliates ...........        30,110          9,804
                                                                                --------       --------

                    Net Cash Used In Investing Activities ................        (1,560)        (9,121)
                                                                                --------       --------

CASH FLOWS FROM FINANCING ACTIVITIES
        Dividends on common stock ........................................        (1,370)        (1,345)
        Payments on long-term debt .......................................            (5)          --
        Proceeds from issuance of common stock ...........................           146            155
        Purchase of treasury stock .......................................          (349)          (861)
                                                                                --------       --------

                    Net Cash Used In Financing Activities ................        (1,578)        (2,051)
                                                                                --------       --------

INCREASE (DECREASE) IN CASH
     AND CASH EQUIVALENTS ................................................         5,353         (4,478)

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

     END OF PERIOD .......................................................      $  7,027       $  2,714
                                                                                ========       ========
</TABLE>

                 See notes to consolidated financial statements.

                                        3

<PAGE>

                    D&E Communications, Inc. and Subsidiaries
                Consolidated Statements of Comprehensive Income
                                 (in thousands)
                                  (Unaudited)

<TABLE>
<CAPTION>

                                                                          Three months ended                  Six months ended
                                                                                June 30                            June 30
                                                                       -------------------------           -----------------------
                                                                        2000              1999              2000            1999
                                                                       -------           -------           -------         -------
<S>                                                                    <C>               <C>               <C>             <C>
Net income (loss) ...........................................          $(3,927)          $  (780)          $(5,152)        $ 3,716

Other comprehensive income:
  Unrealized gain(loss) on investments, net of
    taxes of $50, ($1,329), $792 and $171 ...................               71            (2,581)              953             332
  Reclassification adjustment for losses
    included in net income, net of taxes of $1,008 ..........            1,957              --               1,957            --
                                                                       -------           -------           -------         -------

Total comprehensive income (loss) ...........................          $(1,899)          $(3,361)          $(2,242)        $ 4,048
                                                                       =======           =======           =======         =======
</TABLE>

                See notes to consolidated financial statements.



                                       4
<PAGE>

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. A reduction in the original value recorded for the
     shares was recognized as loss of $2,965 in other expense.

                                       5

<PAGE>

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)


(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:

                         Three months ended           Six months ended
                              June 30                      June 30
                        -------------------------------------------------
                         2000         1999           2000           1999
                        ------       ------        -------         ------

     Net sales ......   $7,684       $4,000        $14,824         $7,157
     Net loss .......  ($4,130)     ($4,357)       ($7,584)       ($9,385)
     D&E's share
     of loss.........  ($2,065)     ($2,179)       ($3,792)       ($4,693)


     (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(a) of Part II of this Report.

                                       6
<PAGE>

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 is currently evaluating the impact, if any, the
     Interpretation will have on D&E's financial position or results of
     operation.

          In July 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)  ACQUISITION

          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. A contingent
     purchase price agreement provides for payments up to $600 dependent on
     meeting certain future earnings goals. 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.

                                       7
<PAGE>

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)

(6)  SUBSEQUENT EVENTS

          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 D&E Common Shares. The transaction will
     be accounted for under the purchase method of accounting. The agreement
     includes a provision for an additional payment up to $1,500 to ASI
     contingent on meeting certain future events and earnings goals. ASI's
     results of operations would not have made a material change in D&E's first
     half of 2000 earnings if such results had been included from the beginning
     of the year.



(7)  CONTINGENCIES


          D&E became party to a $40,000 loan agreement from a domestic bank to
     PenneCom in December 1999. D&E, along with the other two investors in
     EuroTel, each pledged $7,000 of investments as collateral for security on
     the loan. 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 June 30,2000, the partners had an allowable
     capital contribution of $41,048 making $61,578 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>


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              Six months ended
                                                                        June 30                         June 30
                                                                -----------------------          ---------------------
                                                                  2000           1999              2000         1999
                                                                --------        -------          -------       -------
<S>                                                             <C>             <C>              <C>           <C>
     External Revenues
            Telecommunication Services............              $  9,779        $ 9,764          $19,289       $19,043
            Telephone & Data Services.............                 4,679          4,086            8,872         8,950
            Wireless Services.....................                 2,007          1,462            4,163         2,865
            International Communication Services..                   165            419            1,211           775
            Corporate, Other and Eliminations.....                   182              -              289             -
                                                                --------        -------          -------       -------
               Total Company..................                  $ 16,812        $15,731          $33,824       $31,633
                                                                ========        =======          =======       =======

        Intersegment Revenues

            Telecommunication Services............              $    497        $   366          $   911       $   716
            Telephone & Data Services.............                   161            109              283           197
            Corporate, Other and Eliminations.....                  (658)          (475)          (1,194)         (913)
                                                                --------        -------          -------       -------
               Total Company......................              $      -        $     -          $     -       $     -
                                                                ========        =======          =======       =======

        Net Income (Loss)

            Telecommunication Services............              $  1,136        $ 1,265          $ 2,128       $ 2,530
            Telephone & Data Services.............                     7            (21)              (8)           94
            Wireless Services.....................                (1,401)        (1,443)          (2,531)       (3,113)
            International Communication Services..                (1,574)          (856)          (2,638)       (2,143)
            Corporate, Other and Eliminations.....                (2,095)           275           (2,103)        6,348
                                                                --------        -------          -------       -------
               Total Company......................              $ (3,927)       $  (780)         $(5,152)      $ 3,716
                                                                ========        =======          =======       =======
</TABLE>

<TABLE>
<CAPTION>
                                                                June 30,      December 31,
        Assets                                                    2000            1999
                                                                --------      ------------
<S>                                                             <C>             <C>
            Telecommunication Services............              $109,701        $100,029
            Telephone & Data Services.............                10,029           6,942
            Wireless Services.....................                 5,991           3,693
            International Communication Services..                 3,109          15,341
            Corporate, Other and Eliminations.....                (5,820)        (11,351)
                                                                --------        --------
               Total Company......................              $123,010        $114,654
                                                                ========        ========
</TABLE>

                                       9


<PAGE>


Form 10-Q
                    D&E Communications, Inc. and Subsidiaries
                   Part I - Financial Information (continued)

                 Item 1. 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 six months ended June 30, 1999 have been reclassified
     for comparative purposes.

     RESULTS OF OPERATIONS

          Summary. Operating revenues increased 6.9% for the three months June
     30, 2000 compared with the same period of 1999. The increase was primarily
     from increased support services to affiliated companies. Operating profits
     as a percentage of revenue decreased to 10.4% for the second quarter of
     2000 compared to 13.8% for the second quarter of 1999. Because support
     service revenue is recorded at the cost to provide the service, an increase
     in support service revenue will result in a decrease in gross profit
     margin.

          Net income (loss) for the six months ended June 30, 2000 was a loss of
     $5,152 or $0.70 per share compared to income of $3,716 or $0.50 per share
     in 1999. The six months ended June 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 six
     months ended June 30, 2000, other expense included $2,965 recognized as an
     "other than temporary" decrease in the market value of OneMain. The
     net-of-tax loss from that adjustment was $1,957. Excluding the gain in 1999
     and the loss in 2000 from the sale of SuperNet/OneMain share valuation,
     earnings per share was a loss of $0.43 in 2000 versus a loss of $0.30 in
     1999.


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


     Operating Revenues. Consolidated operating revenues for the three months
     ended June 30, 2000 were $16,812, up 6.9% from $15,731 for the second
     quarter in 1999. The primary reason for this increase was the increase in
     support services provided to affiliated companies and the acquisition of
     CompuSpirit, Inc. (CSI) on April 28, 2000.

          Telecommunications Services segment revenues increased 0.2% to $9,779
     in 2000 from $9,764 in 1999. The increase was attributable to an increase
     of approximately 4% in the number of telephone access lines in service and
     increased local private network revenues.

                                       10

<PAGE>

Form 10-Q
                    D&E Communications, Inc. and Subsidiaries
                   Part I - Financial Information (continued)

                 Item 1. Management's Discussion and Analysis of
                  Financial Condition and Results of Operations
                        (Dollar amounts are in thousands)

          Telephone & Data Services segment revenues increased 14.5% to $4,679
     in 2000 from $4,086 in 1999. The increase resulted approximately $600 from
     sales of CSI, which was acquired in April 2000. Telecommunication equipment
     and data cabling installations increased $217 during the second quarter of
     2000 compared to the same period in 1999 while computer networking services
     from installations of software and computer hardware declined $291.

          Wireless Services segment revenues increased 37.3% to $2,007 in 2000
     from $1,462 in 1999. The increase was primarily from expansion of sales and
     customer support services provided to PCS ONE.

          International Communication Services segment revenues decreased 60.6%
     to $165 in 2000 from $419 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 June 30, 2000 were $15,063, up from $13,553 in 1999. The
     reasons for the increase included higher support service costs for
     affiliates, expenses related to CSI which was acquired during the second
     quarter 2000, and increased marketing and customer services expenditures.

          Communication service expenses include network operations, network
     access, directory advertising, and support services costs. Communication
     service cost in this category, increased 21.1% to $2,458 in 2000 from
     $2,030 in 1999. An increase in support service costs was partially due to
     approximately $453 for support services provided to PCS ONE with decreases
     of $255 for European operations and $144 for OneMain. In addition, these
     costs increased $366 as a result of the CSI acquisition. Network operations
     expenses increased 18.3%, partially resulting from the extension of
     competitive local exchange carrier (CLEC) services and expenses related to
     the development of new product services.

          The cost of communication products sold decreased 1.8% to $2,020 in
     2000 from $2,058 in 1999. The decrease related to decreased equipment and
     cabling sales and decreases in computer networking installations.

                                       11
<PAGE>

Form 10-Q
                    D&E Communications, Inc. and Subsidiaries
                   Part I - Financial Information (continued)

                 Item 1. Management's Discussion and Analysis of
                  Financial Condition and Results of Operations
                        (Dollar amounts are in thousands)

          Depreciation and amortization expense increased 16.6% to $2,746 in
     2000 from $2,356 in 1999. Depreciation increased $390 primarily as a result
     of continuing capital additions.

          Marketing and customer services expense increased 36.0% to $1,692 in
     2000 from $1,244 in 1999. All the categories of marketing, sales,
     advertising, and customer service increased, with a large portion of these
     increases attributable to the continued development of CLEC services since
     October 1999.

          General and administrative services decreased to $2,739 in 2000 from
     $2,756 in 1999. The decrease was primarily attributable to the timing of
     accruals for the pension and long-term incentive plans.

          Other Income (Expense). Other income (expense) for the three months
     ended June 30, 2000 was a net expense of $6,713, compared with a net
     expense of $2,797 in the second quarter of 1999. For the quarter ended June
     30, 2000, other expense included $2,965 recognized as an "other than
     temporary" decrease in the market value of OneMain. Equity in the net
     losses of affiliates increased $1,048, primarily from $1,015 in increased
     European activity losses and $33 of increased losses of PCS ONE. The loss
     from European activity includes a legal settlement. See Part II Item 1 (b)
     Legal Proceedings. Future losses are expected to continue while PCS ONE and
     Pilicka develop their business 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.

          Interest expense decreased 5.6% to $435 in 2000 from $461 in 1999.
     Long-term debt repayments and increased interest expense capitalized in
     connection with a building expansion accounted for the decrease in interest
     expense.

          Income taxes. Income taxes were a benefit of $1,054 for the three
     months ended June 30, 2000, compared to $145 in 1999. The change was
     primarily related to the other than temporary decline in OneMain market
     value of $2,965 with a tax effect of $1,008.

                                       12
<PAGE>

Form 10-Q
                    D&E Communications, Inc. and Subsidiaries
                   Part I - Financial Information (continued)

                 Item 1. Management's Discussion and Analysis of
                  Financial Condition and Results of Operations
                        (Dollar amounts are in thousands)


          Six months ended June 30, 2000 compared to the six months ended
          June 30, 1999


          Operating Revenues. Consolidated operating revenues for the six months
     ended June 30, 2000 were $33,824, up 6.9% from $31,633 for the first half
     of 1999. The primary reason for this increase was the increase in support
     services provided to affiliated companies and the acquisition of CSI on
     April 28, 2000.

          Telecommunications Services segment revenues increased 1.3% to $19,289
     in the first half of 2000 from $19,043 in 1999. The increase was
     attributable to an increase of approximately 4% in the number of telephone
     access lines in service, increased local private network revenues and
     volume increases in intrastate and interstate network access revenues.

          Telephone & Data Services segment revenues decreased 0.9% to $8,872 in
     the first half of 2000 from $8,950 in 1999. The decrease resulted from
     decreased sales of telecommunication equipment and data cabling
     installations and from a 5% decrease in computer networking services from
     installations of software and computer hardware. These decreases were
     offset by approximately $600 of revenue from CSI which was acquired in
     April 2000.

          Wireless Services segment revenues increased 45.3% to $4,163 in the
     first half of 2000 from $2,865 in 1999. The increase was primarily from
     expansion of sales and customer support services provided to PCS ONE.

          International Communication Services segment revenues increased 56.2%
     to $1,211 in the first half of 2000 from $775 in 1999. The increase was
     partially the result of one-time service revenues of $700 early in 2000
     which was not repeated in the second quarter and is not anticipated in
     future quarters.

          Operating Expenses. Consolidated operating expenses for the six months
     ended June 30, 2000 were $30,524, up from $27,008 in 1999. The reasons for
     the increase included higher support service costs for affiliates, expenses
     related to CSI which was acquired during the second quarter 2000, and
     increased marketing and customer services expenditures.

          Communication service expenses include network operations, network
     access, directory advertising, and communication service costs.

                                       13

<PAGE>

Form 10-Q
                    D&E Communications, Inc. and Subsidiaries
                   Part I - Financial Information (continued)

                 Item 1. Management's Discussion and Analysis of
                  Financial Condition and Results of Operations
                        (Dollar amounts are in thousands)

     Communication service cost in this category increased 42.2% to $5,670 in
     2000 from $3,988 in 1999. An increase of $1,311 in support service costs
     was primarily due to $1,104 for support services provided to PCS ONE, $435
     for European operations and a decrease for OneMain of $228. Increased costs
     of $366 were attributable to the acquisition of CSI. Network operations
     expenses increased 16.9% partially resulting from the expansion of CLEC
     services and expenses related to the development of new product services.

          The cost of communication products sold decreased 9.5% to $4,176 in
     the first half of 2000 from $4,614 in 1999. The decrease related to
     decreased equipment and cabling sales, which were partially offset by an
     increase in computer networking installation costs.

          Depreciation and amortization expense increased 15.5% to $5,384 in the
     first half of 2000 from $4,661 in 1999. Depreciation increased $723
     primarily as a result of continuing capital additions.

          Marketing and customer services expense increased 31.9% to $3,076 in
     the first half of 2000 from $2,332 in 1999. All the categories of
     marketing, sales, advertising, and customer service increased, with a large
     portion of these increases attributable to the continued development of
     CLEC services since October 1999.

          General and administrative services increased 8.8% to $5,593 in the
     first half of 2000 from $5,140 in 1999. The increase was primarily
     attributable to the short-term and long-term incentive plans and increased
     information systems expenses.

          Other Income (Expense). Other income (expense) for the six months
     ended June 30, 2000 was a net expense of $9,368, compared with a net income
     of $2,415 in the first half 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.com, Inc. The six months ended June 30, 2000 included a
     loss of $2,965 from recognition of an "other than temporary" decline in the
     market value of the OneMain shares. Equity in the net losses of affiliates
     were $195 greater primarily due to increased losses from European activity.
     D&E's equity in PCS ONE's losses decreased from a loss of $4,681 in 1999 to
     a loss of $3,987 in 2000. Losses from the European activity increased from
     a loss of $1,708 to a loss of $2,577 in 2000. Equity in the income of
     SuperNet decreased by $20 as a result of the sale to OneMain in 1999.

                                       14

<PAGE>

Form 10-Q
                    D&E Communications, Inc. and Subsidiaries
                   Part I - Financial Information (continued)

                 Item 1. Management's Discussion and Analysis of
                  Financial Condition and Results of Operations
                        (Dollar amounts are in thousands)


     Future losses are expected to continue while PCS ONE and Pilicka develop
     their business 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.

          Interest expense decreased 10.8% to $824 in the first half of 2000
     from $924 in 1999. Long-term debt repayments and increased interest expense
     capitalized in connection with a building expansion accounted for the
     decrease in interest expense.

          Income taxes. Income taxes were a benefit of $949 for the six months
     ended June 30, 2000, compared to an expense of $3,291 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 $1,008 tax reduction
     attributable to the loss recognized for the decrease in market value of the
     OneMain shares in 2000.

     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 $8,491. The net decrease of
     investments in affiliates was $12,562, primarily from the receipt of funds
     in January 2000 from PenneCom's sale of Monor Telephone Company in Hungary
     late in 1999. These funds provided the source for net additions to
     temporary investments of $4,666 and funded capital expenditures of $7,403.
     Capital additions were primarily for digital electronic switching and
     circuit equipment, computers, and initial switching equipment purchased to
     provide CLEC services. Dividend payments were $1,370, and cash balances
     increased $1,674.

          At June 30, 2000, $16,392 was invested in commercial paper and other
     investment grade securities while $7,027 was held in liquid

                                       15

<PAGE>

Form 10-Q
                    D&E Communications, Inc. and Subsidiaries
                   Part I - Financial Information (continued)

                 Item 1. Management's Discussion and Analysis of
                  Financial Condition and Results of Operations
                        (Dollar amounts are in thousands)


     cash balances. The investment balance continues to include $7,000 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 25.4% at June 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.

          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. A contingent
     purchase price agreement provides for payments up to $600 dependent on
     meeting certain future earnings goals. 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 June 30, 2000, the partners had an
     allowable capital contribution of $41,048 making $61,578 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

                                       16

<PAGE>

Form 10-Q
                    D&E Communications, Inc. and Subsidiaries
                   Part I - Financial Information (continued)

                 Item 1. Management's Discussion and Analysis of
                  Financial Condition and Results of Operations
                        (Dollar amounts are in thousands)

     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 is currently evaluating the impact, if any, the
     Interpretation will have on D&E's financial position or results of
     operation.

          In July, 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.

     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.

                                       17
<PAGE>


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.







                                       18

<PAGE>


Form 10-Q
                    D&E Communications, Inc. and Subsidiaries
                           Part II - Other Information

Item 1.  Legal Proceedings

     (a)  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 corporation, to
     Elektrim S.A. (Elektrim), another 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 are complete and a decision is expected to occur in the
     third quarter of fiscal 2000. It is not possible at this time to express an
     opinion as to the outcome of the arbitration.

     (b) Boles Litigation

          On March 26, 1999, representatives of PenneCom informed a
     representative of Boles Knop L.L.C. (Boles) that PenneCom had accepted an
     unsolicited offer from Elektrim to purchase 100% of the shares of Pilicka.
     See Item 1(a) above. Later on March 26, 1999, Boles delivered a letter
     asserting that it was due a substantial fee in connection with such
     transaction under PenneCom's investment banking agreement with Boles.
     PenneCom disputed these assertions by Boles, and following discussions
     among the parties, EuroTel and PenneCom commenced an action in May 1999, in
     the United States District Court for Nebraska against Boles to resolve the
     dispute. On June 7, 1999, Boles filed a counterclaim against EuroTel and
     PenneCom and a third-party

                                       19

<PAGE>

Form 10-Q
                    D&E Communications, Inc. and Subsidiaries
                           Part II - Other Information


     complaint and issued service of process upon D&E and the other two owners
     of EuroTel.

          On May 26, 2000, a settlement agreement was signed resolving all
     claims relating to the dispute. Pursuant to the agreement, PenneCom made a
     payment of $1,250 to Boles on June 5, 2000. The parties to the settlement
     agreement agreed, among other things, that the payment was not an admission
     that any claims of Boles had merit and acknowledged that the parties
     desired to avoid the expense and uncertainties of discovery and a trial.

          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.


     Item 2. Changes in Securities and Use of Proceeds

          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 cash and stock. In connection with the acquisition, D&E issued
     26,220 shares of common stock to the shareholder of CompuSpirit, 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 shareholder
     of CompuSpirit, Inc. is an "accredited investor" within the meaning of Rule
     501 of Regulation D under the Securities Act. The purchaser represented its
     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 4. Submission of Matters to a Vote of Security Holders

     (a) Date of Meeting. The Annual Meeting of Shareholders was held on
     April 27, 2000.

     (c) Matters Voted Upon at Annual Meeting. The vote tabulations in respect
     to the three matters voted upon at the 2000 Annual Meeting were as follows:

               (1) Election of the following directors to hold office for a
          three year term to expire in 2003.

                                       20

<PAGE>

Form 10-Q
                    D&E Communications, Inc. and Subsidiaries
                           Part II - Other Information

           Director                    For                     Withheld
     ---------------------          ---------                  --------
     Mr. Thomas H. Bamford          6,365,910                    3,354
     Mr. Ronald E. Frisbie          6,368,786                    1,201
     Mr. Robert M. Lauman           6,362,465                   13,589
     Mr. D. Mark Thomas             6,364,735                    3,392

               (2) Approval of the D&E Communications, Inc. 2000 Employee Stock
          Purchase Plan.

                  In Favor                  Against                    Abstain
                  --------                  -------                    -------
                  6,340,165                  22,337                     17,515

               (3) Ratification of the Board of Directors' selection of
          PricewaterhouseCoopers LLP as independent accountants in 2000.

                  In Favor                  Against                    Abstain
                  --------                  -------                    -------
                  6,358,985                  3,392                      17,640

          The terms of Paul B. Brubaker, Robert A. Kinsley, Steven B. Silverman,
          Anne B. Sweigart, John Amos, G. William Ruhl, and W. Garth Sprecher
          continued after the Annual Meeting.


     Item 6.  Exhibits and Reports on Form 8-K


     (a)  Exhibits:

Exhibit                      Identification
  No.                          of Exhibit                      Reference
-------                      --------------                    ---------
  27                    Financial Data Schedule.             Filed herewith.


     (b)  Reports on Form 8-K:

          One current report on Form 8-K dated June 9, 2000, was filed during
     the quarter ended June 30, 2000. The report disclosed the settlement of a
     dispute between Boles Knop & Company, L.L.C. and PenneCom, and several
     other parties affiliated with PenneCom, regarding fees due under the terms
     of an investment banking agreement with Boles. On May 26, 2000, a
     settlement agreement was signed resolving all claims relating to the
     dispute. Pursuant to the agreement, PenneCom made a payment of $1,250 to
     Boles on June 5, 2000. The parties to the settlement agreement agreed,
     among

                                       21

<PAGE>

Form 10-Q
                    D&E Communications, Inc. and Subsidiaries
                           Part II - Other Information


     other things, that the payment was not an admission that any claims of
     Boles had merit, and acknowledged that the parties desired to avoid the
     expense and uncertainties of discovery and a trial.











                                       22


<PAGE>


                    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: August 10, 2000
                                        By: /s/  Anne B. Sweigart
                                            --------------------------------
                                                 Anne B. Sweigart
                                        President, Chairman of the Board, and
                                        Chief Executive Officer
                                           (On behalf of the Registrant)


Date: August 10, 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)






                                       23

<PAGE>

                    D&E Communications, Inc. and Subsidiaries

                                INDEX TO EXHIBITS

Exhibit                         Identification
  No.                             of Exhibit                       Reference
-------                         --------------                     ---------

  27                       Financial Data Schedule.              Filed herewith.