Exhibit 10.5

                        FIFTH AMENDMENT TO NOTE AGREEMENT
                       ---------------------------------


THIS FIFTH AMENDMENT dated as of April 1, 1997 (the "Fifth Amendment") to the
Note Agreement dated as of November 15, 1991 (the "Original Note Agreement") is
by and between DENVER AND EPHRATA TELEPHONE COMPANY, a Pennslyvania corporation
(the "Company" and ALLSTATE LIFE INSURANCE COMPANY (the "Noteholder").

                                   RECITALS:

1.  The Company and the Noteholder have heretofore entered into the Original
    Note Agreement and various amendments thereto (the Original Note Agreement
    and such various amendments being hereinafter collectively referred to as
    the "Note Agreement").

2.  The Company and the Noteholder now desire to amend the Note Agreement in the
    respects, but only in the respects, hereinafter set forth.

3.  Capitalized terms used herein shall have the respective meanings ascribed
    thereto in the Note Agreement unless herein defined or the context shall
    otherwise require.

4.  All requirements of law have been fully complied with and all other acts and
    things necessary to make this Fifth Amendment a valid, legal and binding
    instrument according to its terms for the purposes therein expressed have
    been done or performed.

NOW THEREFORE, the Company and the Noteholder, in consideration of $10.00 and
other good and valuable consideration the receipt whereof is hereby acknowledged
to hereby agree as follows:

Section 1. AMENDMENTS

Section 1.1 Limitations on Funded Debt

         Section 5.7(a) of the Note Agreement is hereby amended in its entirety
to read as follows:

         "The Company will keep and maintain Consolidated Funded Debt at an
aggregate amount that (1) at all times prior to November 30, 1997 shall not
exceed 55% of the sum of (a) Consolidated Funded Debt plus (b) Consolidated
Tangible Net worth and (2) at all times on or after November 30, 1997 shall not
exceed 50% of the sum of (a) Consolidated Funded Debt plus (b) Consolidated
Tangible Net Worth; provided that for purposes of any determination of
Consolidated Funded Debt pursuant to this Section 5.7, if there shall not have
been a period of 60 consecutive days during the twelve-month period immediately
preceding the date of any determination hereunder during which the Company and
its Subsidiaries shall have been free of all Consolidated Current Debt, then the
average of the aggregate unpaid principal amounts of Consolidated Current Debt
outstanding on the last day of each month of the fiscal year most recently ended
shall be deemed to constitute Consolidated Funded Debt for purposes of such
determination."

Section 1.2 Definition of Funded Debt

         Section 8.1 definition of "Funded Debt" is amended to change the last
sentence of the definition as follows:

         "But in any event the calculation of Funded Debt will not include up to
$3.4 million of debt guaranteed to Overseas Private Investment Corporation for
the Hungarian project until June 30, 1997."


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Section 2. MISCELLANEOUS

Section 2.1 The Fifth Amendment shall be construed in connection with and as
part of the Note Agreement, and all terms, conditions and covenants contained in
the Note Agreement shall be and remain in full force and effect.

Section 2.2 Any and all notices, requests, certificates and other instruments
executed and delivered after the execution and delivery of this Fifth Amendment
may refer to the Note Agreement without making specific reference to this Fifth
Amendment but nevertheless all such references shall include this Fifth
Amendment unless the context otherwise requires.

Section 2.3 The descriptive headings of the various Sections or parts of this
Fifth Amendment are for convenience only and shall not affect the meaning or
construction of any of the provisions hereof.

Section 2.4 This Fifth Amendment shall be governed by and construed in
accordance with Pennsylvania law.

Section 2.5 The execution hereof by the undersigned shall constitute a contract
between the parties hereto for the uses and purposes hereinabove set forth, and
this Fifth Amendment may be executed in any number of counterparts, each
executed counterpart constituting an original but all together only one
agreement.


THE PARTIES HERETO execute this Fifth Amendment effective April 1, 1997.



                                     DENVER AND EPHRATA TELEPHONE AND
                                     TELEGRAPH COMPANY

                                     BY: /s/ Thomas E. Morell
                                         ---------------------------------------
                                               Its Treasurer
 
                                     ALLSTATE LIFE INSURANCE COMPANY

                                     BY: 
                                         --------------------------------------

                                     BY: /s/ Judith P. Greffin
                                         ---------------------------------------
                                              Its Authorized Signatories