CONESTOGA ENTERPRISES, INC.

   CONSOLIDATED BALANCE SHEETS ( UNAUDITED )

June 30, 1997,  June 30, 1996 and December 31, 1996

                              ASSETS
                                   6/30       6/30        12/31
                                   1997      1996         1996
                                                                
Current Assets
 Cash and Cash Equivalents     2,917,168   2,930,396   1,956,554
 Accounts receivable, including 
  unbilled revenue             7,020,758   6,601,378   6,888,667
 Inventories, at average cost  1,096,652   1,347,929     867,205
 Prepaid expenses                223,550     783,953     206,351
                                                                
         Total Current Assets 11,258,128  11,663,656   9,918,777
                                                                
     Investments and Other Assets
 Cost in Excess of Net Assets of 
            Business Acquired 40,425,983  38,884,267  38,337,140
 Investments in partnerships   4,184,541   3,115,572   3,377,027
 Investments in equity securi  1,787,282   1,604,204   1,622,107
 Prepaid Pension Costs         2,259,132   2,059,469   2,148,700
 Other                         1,452,640     590,327   1,513,920
                                                                
                              50,109,578  46,253,839  46,998,894
                                                                
 Plant
  In Service                 125,152,928 118,094,438 123,137,474
  Under Construction           1,411,689   1,235,292     557,293
                                                                
                             126,564,617 119,329,730 123,694,767
 Less accumulated depreciatio 63,805,787  56,865,868  60,760,620
                                                                
                              62,758,830  62,463,862            
                                                                

Total Assets                 124,126,536 120,381,357 119,851,818
                                                                


 SEE NOTES TO  CONSOLIDATED FINANCIAL STATEMENTS




CONESTOGA ENTERPRISES, INC.

   CONSOLIDATED BALANCE SHEETS ( UNAUDITED )

June 30, 1997,  June 30, 1996 and December 31, 1996

LIABILITIES AND STOCKHOLDERS' EQUITY
                                   6/30       6/30        12/31
                                   1997      1996         1996
                                                              
Current Liabilities
 Notes payable                         0     100,000           0
 Current maturities of long
     term debt                 3,000,000     471,000     831,000
 Accounts payable              3,080,082   3,367,728   2,769,189
 Accrued:
    Taxes                        166,415           0           0
    Interest                      55,981           0           0
    Payroll & Vacation Pay       891,166     474,139     855,981
Advance billing/Customer Depo  1,039,327     838,013     307,806
                                                                
    Total Current Liabilities  8,232,971   5,250,880   4,763,976
                                                                
Long Term Liabilities
 Long Term Debt, less 
       Current Maturities     23,750,000  27,773,000  27,218,000
 Accrued Post Retirement Cost    672,820     521,542     596,742
 Other                           619,241     944,024     834,201
                                                                
                              25,042,061  29,238,566  28,648,943
                                                                
Deferred Income Taxes          9,392,661  10,219,264  10,185,015
                                                                
Minority Interest                      0     222,313     400,198
                                                                
Convertible\Redeemable Preferred Stock
Par value $65 per share; authorized 
 900,000 shares; issued and
outstanding 196,618 shares    12,780,170  12,780,170  12,780,170
                                                                
Common Stockholders' Equity               
  Common Stock  par value $5 per share; 
   authorized 10,000,000 shares;
  issued and outstanding;
 6/30/97    6/30/96    12/31/96
4,775,301  4,568,500  4,568,5 23,876,505  22,842,500  22,842,500
  Additional Paid-In Capital  24,680,677  20,420,005  20,420,005
  Retained earnings           21,799,777  19,131,013  20,863,934
  Net unrealized appreciation on 
     arketable equity securit    478,691     276,646     315,602
  Less cost of treasury stock;  
         6/30/97  91,273 shs.  
       12/31/96  58,400 shs   (2,156,977)          0  (1,368,525)
                                                                
                              68,678,673  62,670,164  63,073,516
                                                                
Total Liabilities and 
            Stockholders' Equ124,126,536 120,381,357 119,851,818
                                                                


 CONESTOGA ENTERPRISES, INC.
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
 THREE AND SIX MONTHS ENDED JUNE 30, 1997 and 1996

                             THREE MONTHS ENDED      SIX MONTHS ENDED
                               JUNE 30                 JUNE 30
                                    1997        1996        1997        1996
                                                                            
Operating Revenues:
    Local  Service             2,259,630   1,705,994   4,483,645   3,199,408
    Access Service             5,977,757   4,204,465  11,721,161   7,965,840
    Long Dist. Service         2,387,373   2,140,723   4,797,612   4,229,132
    Nonreg. Sales & Lease      2,876,153   1,289,917   4,418,120   2,438,488
    Miscellaneous                247,610     193,944     517,879     396,199
                                                                            
                              13,748,523   9,535,043  25,938,417  18,229,067
                                                                            


Operating Expenses:
    Plant Operations           1,910,233   1,396,964   3,630,597   2,508,110
    Depreciation and Amortiza  2,414,969   1,564,477   4,661,301   2,893,349
    Customer Operations        2,085,716   1,726,277   4,245,254   3,291,218
    Corporate Operations         997,928     774,383   1,875,405   1,386,812
    Nonreg. Sales & Lease      2,265,197     757,551   3,215,334   1,459,200
    Taxes, other than income     496,533     378,650     970,809     721,909
                                                                            
                              10,170,576   6,598,302  18,598,700  12,260,598
                                                                            
                Operating Inc  3,577,947   2,936,741   7,339,717   5,968,469
                                                                            
Other Income(Deductions), Net:
    Interest Expense            (521,734)   (114,163) (1,058,100)   (224,622)
    Income from unconsolidated
         partnerships interes    381,470     316,252     689,014     609,302
    Other, Net                    97,055      (6,552)    199,981      35,397
                                                                            
                                 (43,209)    195,537    (169,105)    420,077
                                                                            
     Income Before Income Tax  3,534,738   3,132,278   7,170,612   6,388,546

Income Taxes                   1,692,192   1,361,982   3,221,119   2,706,505
                                                                            
Income Before Minority  Inter  1,842,546   1,770,296   3,949,493   3,682,041

Minority Interest in net loss 
              of Subsidiary        2,126      21,825      10,400      31,054
                                                                            
                   Net Income  1,844,672   1,792,121   3,959,893   3,713,095
                                                                            

Earnings per common share          $0.36       $0.42       $0.80       $0.92
Dividends per common share         $0.30       $0.30       $0.60       $0.60

    * Some amounts have been adjusted for comparative purposes.


CONESTOGA ENTERPRISES, INC.
Consolidated Statement of Cash Flow (Unaudited)
SIX MONTHS ENDED JUNE  30, 1997 AND 1996

                                 1997                   1996
Cash Flows from Operating Activities
  Net Income                  $3,959,893              $3,713,095
  Adjustments to reconcile net 
  income to net cash provided
  by operating activities: 
  Depreciation  and Amortizat $4,939,012              $3,066,567
  Income from unconsolidated 
   partnership interests        (689,014)               (609,302)
   Minority interest in 
     loss of subsidiary          (10,400)                (31,054)
    Changes in assets and liabilities:
      (Increase) decrease in:
         Accounts Receivable     874,401                (230,604)
         Material and supplie    (63,665)                (42,660)
         Prepaid expenses          6,231                (113,647)
         Prepaid pension cost   (110,432)                (76,174)
         Other Assets           (365,735)                469,250
        Increase (decrease) in:
         Accounts Payable       (264,660)               (862,372)
          Accrued expenses and 
      other current liabiliti    682,813                 169,015
         Other liabilities      (138,882)                (39,375)
         Deferred income taxe   (248,354)                 27,673
                                                                
                               4,611,315               1,727,317
                                                                
         Net cash provided by 
         operating activities  8,571,208               5,440,412
                                                                
Cash Flows From Investing Activities
    Purchase of Plant, net of 
    removal costs and salvage (3,944,486)             (2,168,250)
    Proceeds from surrender of 
    Life Insurance Policy        427,015                       0
    Capital investments in un-
consolidated partnershp inter   (118,500)                      0
 apital distributions from  un-
consolidated partnershp inter          0                  46,000
    Acquisition of business, net
   of cash and cash equivalen    965,231             (20,154,908)
                                                                
         Net cash used in 
         investing activities (2,670,740)            (22,277,158)
                                                                
Cash Flows From Financing Activities
  Proceeds from long-term 
             borrowing         5,000,000              22,000,000
   Principal payments on long 
              term borrowing  (6,299,000)               (195,000)
   Borrowing on line of credi          0                 900,000
   Principal payments on line 
                  of credit            0              (1,300,000)
   Proceeds from issuance of 
   stock under the dividend
          reinvestment plan      171,650                       0
   Common and preferred 
           dividends paid     (3,024,052)             (2,309,353)
   Purchase of common stock 
          for the treasury      (788,452)                      0
   Minority interest investment
             in subsidiary             0                       0
                                                                
         Net cash provided by 
 (used in) financing activiti (4,939,854)             19,095,647
                                                                
         Increase (decrease) in 
   cash and cash equivalents     960,614               2,258,901
Cash and cash equivalents
          Beginning            1,956,554                 671,495
                                                                
          Ending              $2,917,168              $2,930,396
                                                                

 CONESTOGA ENTERPRISES, INC.
Consolidated Statement of Cash Flow (Unaudited) continued
SIX  MONTHS ENDED JUNE  30, 1997 AND 1996
                                 1997                    1996
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
   Cash Payments for:
       Interest               $1,003,198                $276,924
                                                                
       Income Taxes           $3,017,540              $2,148,831
                                                                


SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND
FINANCING ACTIVITIES

   Acquisition of business:
       Working Capital acquired,
net of cash and cash equivale   $313,862              $1,017,550
       Plant and other assets 
                acquired       1,121,779              16,924,033
       Cost in excess of net 
              assets acquired  2,722,155              39,451,159
       Long-term debt and other
       liabilities assumed             0              (5,208,952)
       Redeemable preferred 
              stock issued             0             (12,780,170)
       Common stock issued    (5,123,027)            (19,248,712)
                                                                
         Cash Paid (Received)  ($965,231)            $20,154,908
                                                                



                   CONESTOGA ENTERPRISES, INC.
        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             UNAUDITED

NOTE  1:    BASIS OF PRESENTATION

 The financial information included herein is unaudited; however, such 
information reflects all adjustments (consisting solely of normal recurring 
adjustments) which are, in the opinion of management, necessary for a fair 
statement of results for the interium periods.

  The results of operations for the six month period ended  June 30, 1997
are not necessarily indicative of the results to be expected for the full year. 


NOTE  2:    LONG TERM DEBT

 Long-term debt  is summarized as follows: 
                                    6/30/97     6/30/96     12/31/96
 Promissory note, interest payable monthly 
at prime, with a ceiling of 8.5%         $0  $2,500,000          $0

 Promissory note, interest payable monthly 
at prime, with a ceiling of 8.4%          0   2,340,000           0

 Series A Senior Note interest payable quarterly
at 6.91%, annual principal payments of
$2,000,000 starting June 30, 1998 through
June 30, 2000, unsecured          6,000,000   6,000,000   6,000,000

 Series B Senior Note interest payable quarterly
at 7.59%, annual principal payments of
$1,454,545 starting June 30, 2001 through
June 30, 2011, unsecured         16,000,000  16,000,000  16,000,000

 Promissory note, interest payable June 1 
and December 1, at 8.5%                   0   1,404,000   1,404,000

 Promissory note, interest payable quarterly
at 6.89%.  Quarterly principal payments of
$250,000 through February 1, 2002, 
unsecured.                        4,750,000           0   4,645,000

                                $26,750,000 $28,244,000 $28,049,000
Less current Maturities           3,000,000     471,000     831,000
                                $23,750,000 $27,773,000 $27,218,000

NOTE  3:   ACQUISITIONS

On May 31, 1996, Conestoga Enterprises, Inc. (CEI)  acquired all of the 
outstanding shares of Buffalo Valley Telephone Company (BVT) an independent 
local exchange carrier which provides both regulated and nonregulated 
communication services in Central Pennsylvania.  The consideration for the 
stock included 196,618 shares of CEI $3.42 Series A Preferred Stock, 719,578 
shares of CEI Common Stock, and approximately $25 million in cash.

The acquisition has been accounted for as a purchase and the results of 
operation of BVT since the date of acquisition are included in the consolidated 
financial statements.  The excess of the purchase price over the book value 
acquired of $38,964,613 is being amortized over 40 years using the straight 
line method. The allocation of purchase price is in accordance with Statement 
of Financial Accounting Standards No. 71 "Accounting for Certain Types of 
Regulation."  This practice differs from the requirements of Accounting 
Principles Board  Opinion No. 16 "Business Combinations" which requires 
adjusting assets and liabilities to their fair values and which is applicable 
for nonregulated entities.

     On May 1, 1997, the Company acquired all of the outstanding shares of 
Infocore, Inc. (INF), a telecommunications company based in King of Prussia, 
Pennsylvania.  The Company issued  199,923 shares of common stock to
Infocore,  Inc. shareholders  as consideration for all outstanding shares of 
Infocore, Inc. stock.  
      
      The acquisition has been accounted for as a purchase and the results of 
operation of INF since that date are included in the consolidated financial 
statements.
The excess of the purchase price over the book value acquired of $2,722,152 is
being amortized over 36 months using the straight line method.

NOTE  4:   OTHER

    Certain items of the  June 30, 1996 consolidated financial statements have 
been restated to conform to the June 30, 1997 financial statements.  There 
was no impact on net income.

 Inventories, at average cost, are material and supplies used to provide 
service.

MANAGEMENT'S DISCUSSION AND ANALYSIS 
OF THE QUARTERLY INCOME STATEMENTS


FINANCIAL CONDITION
     The cash and cash equivalents for the first six months of the current year 
 increased $960,614.  The net cash provided by operating activities was $8.3 
 million, compared with $5.4 million for the first six months of 1996.

     Capital expenditures are provided  primarily by internally generated 
funds. No outside short term borrowing was required during the first two 
quarters of 1997. The Company has available lines of credit with two regional
banks totaling $15.0 
million at June 30, 1997.  Management believes that except for the build out 
of the PCS network, through CWC, the cash provided from operations will be 
sufficient to fund current capital projects.  The building of the PCS 
infrastructure will require additional amounts of long term debt and/or 
capital in late 1997 or early 1998.

  There was no financing required with the acquisition of INF.

   The Senior Notes are unsecured and contain certain financial covenants with 
which the Company must comply.  These covenants include, among other things, 
restrictions on certain types of investments, payment of dividends beyond 
certain levels and limits upon additional debt that the Company and its 
subsidiaries may incur.  The Company is currently in compliance with all debt 
covenants and expects to remain in compliance for the foreseeable future.

   The preferred stock is convertible into common stock at any time and can be 
redeemed by the holder after May 31, 1998.  The redemption rate is $65 per 
share.  The Company believes that internally generated cash flow, along with 
the existing lines of credit will be adequate to meet any cash requirements 
arising out of the redemption of preferred stock.

     The company on June 1, 1997 retired the $1.4 million 8.5% promissory 
notes which were due on June 1, 1998, without premium, using internally 
generated funds.

    The debt (including CEI $3.42 Series A Preferred Stock ) to equity ratio 
as of June 30, 1997 was 37% debt to 63% equity.
                   CONESTOGA ENTERPRISES, INC.
RESULTS OF OPERATIONS 
   Net income for the first six months of 1997, of $3,959,893, increased 6.6% 
when compared with the first six months of 1996.  The consolidated financial 
statements (unaudited ) for the period include results from the Company and 
its subsidiaries as follows:  

                        Parent Company                  $389,174
                        Local Exchange Carriers       $3,508,255
                        Others*                          $62,464
              * Others include subsidiaries which provide resale 
                of long distance, paging services, PCS as well as 
                telecommunication equipment sale and lease.

OPERATING REVENUES
   Operating revenues for the first two quarters  of 1997 were $25,938,417, 
an increase of 42.3% when compared with the first two quarters of 1996.  
Operating revenues for the second quarter of 1997 increased 12.8% when compared 
with the first quarter of 1997, and compared with the second quarter of 1996, 
increased 44.2%.

  The increases in operating revenue for the first two quarters of 1997, are 
primarily due to the operating revenues provided by the acquisition of BVT 
(5/31/96), and INF (4/30/97).  The increases are comprised of the following: 

                                          Increase/
                                          (Decrease)      %
                Local  Service            $1,284,237        40.1%
                Access Service            $3,755,321        47.1%
                Long Distance Service       $568,480        13.4%
                Nonregulated Sales and Le 
                Lease                     $1,979,632        81.2%
                Miscellaneous (net of 
                uncollectible)              $121,680        30.7%

    Local Service revenues include regulated revenues from CTT, BVT and CMS.
CTT and CMS both recorded increases in local service revenues for the first 
two quarters  of 1997, and BVT added $1.2 million in local service revenues.  
When comparing the second quarter of 1997 with the first quarter local service 
revenues increased 1.6%.

  Total access lines in service on June 30, 1997 were 74,055.  CTT had 49,569  
in service, CMS had 5,084, and BVT had 19,402.  Total access lines added during 
the first six  months of 1997  were 1,715.

   The access line growth during the first two quarters of 1997 has been at a 
record setting pace for both local exchange carriers (CTT & BVT), and is 
reflected in the local service revenue increase.  Much of the increase is due 
to residential second line installations as well as the increased demand for 
the custom calling service features.
                   CONESTOGA ENTERPRISES, INC.
OPERATING REVENUES (continued)
 Access Service revenues from CTT continued to grow due to increased interlata
minutes of use on the network (over 20%).  BVT added $3.5 million in access 
service revenues during the first two quarters of 1997 which is an increase of 
6.1% over the same period of 1996.  When comparing the second quarter of 1997 
with the first quarter of 1997 access revenues are up 4.1%.

  Long Distance Service revenues  include intralata toll revenues from CTT and 
BVT, as well as the resale of long distance service from NCI.  All three 
entities recorded slight decreases during the first two quarters of 1997 when 
compared with the same period of 1996.  BVT added $880,400 in long distance 
service revenues during the first two quarters of 1997.  When comparing the 
second quarter of 1997 with the first quarter of 1997 long distance revenues 
are down .9%.

  Nonregulated Sales and Lease revenues include sale and lease of telephone 
equipment and directory advertising from CTT and BVT,  sale and lease of pager
and cellular equipment from CMS, as well as equipment sales and other services
provided by INF.   CTT's and CMS's  nonregulated revenues decreased  during   
the first two quarters of 1997.  BVT added nonregulated revenues of $488,537.
INF added $1.1 million during the first two months operating as a subsidiary
of CEI.  When comparing the second quarter of 1997 with the first quarter of
1997 nonregulated revenues are up 86.5% primarily due to the addition of INF
during the current quarter.

    Miscellaneous revenues include billing and collection revenues from CTT and 
BVT. When comparing the first two quarters of 1997 with the first two quarters 
of 1996, CTT is about even.   The consolidated increase is a direct result of 
the addition of BVT, which for the period added $167,000.  When comparing the 
second quarter of 1997 with the first quarter of 1997 miscellaneous revenues 
are down 8.4%.

OPERATING EXPENSES
  Operating Expenses for the first two quarters of 1997 were $18,598,700, an 
increase of 51.7% when compared with the first two quarters of 1996.   
Operating expenses for the second quarter of 1997 increased 20.7% when compared 
with the first quarter of 1997, and compared with the second quarter of 1996, 
increased 54.1%.

  The increase in operating expenses for the first two quarters, is primarily 
due to the addition of BVT and INF and  to the amortization expense of goodwill 
associated with both of the acquisitions.  The increases are comprised of  the 
following:
                                          Increase/
                                          (Decrease)         %
           Plant Operations               $1,122,487        44.8%
           Depreciation and Amortization  $1,767,952        61.1%
           Customer Operations              $954,036        29.0%
           Corporate Operations             $488,593        35.2%
           Nonregulated Sales and Lease   $1,756,134       120.3%
           Operating Taxes                  $248,900        34.5%
                   CONESTOGA ENTERPRISES, INC.
OPERATING EXPENSES (continued)
  Plant operations expenses include CTT, BVT  and CMS regulated expenses.  When
comparing the first two quarters of 1997 with the first two quarters of 1996, 
CTT's plant operations expenses increased, partially due to a digital switch 
software upgrade of $450,000 during the second quarter of 1997.  BVT added  
$1.1 million which included a one time charge for digital switch software 
upgrade of $265,000.  When comparing the second quarter of 1997 with the first 
quarter of 1997 plant operations expense increased 11%.

    Depreciation and amortization expenses include charges from CTT, CMS, BVT 
and INF.  CTT and BVT recorded normal increases in depreciation expenses when 
comparing the first two quarters of 1997 with the first two quarters of 1996.  
BVT added $1.2 million in depreciation expense and  $482,000 in goodwill 
amortization expense.  INF for the first two months as a subsidiary of CEI 
added $174,700 of expense which included $151,200 of goodwill amortization 
expense.  When comparing the second quarter of 1997 with the first quarter of 
1997 depreciation and amortization expenses are up 7.5%.

  Customer operations expenses include expenses for CTT, BVT, NCI, and CMS.  
When comparing the first two quarters of 1997 with the first two quarters of 
1996, customer operations expenses increased 29%.   BVT added $1.2 million in 
customer operations expense which is an increase of  23% due to some one time 
charges for set up costs of a  new billing system.  CTT's expenses were about 
even with the same period of 1996.  When comparing the second quarter of 1997 
with the first quarter of 1997, customer operations  expenses  are down 3.4%.

  Corporate operations expenses for the first two quarters of 1997  increased 
35.2% when compared with the first two quarters of 1996, due to allocation 
change for certain operating officers of the Company, and to the addition of 
Vice President Regulatory and External Affairs during the second quarter of 
1996.  BVT added $385,000 in corporate operation expenses for the period.  
When comparing the second quarter of 1997 with the first quarter of 1997 
corporate operations expenses increased  13.7%.

  Nonregulated sales and lease expenses include expenses for CTT, BVT, CMS 
and INF.  The increase is primarily due to the addition of BVT, which had 
$890,000 in nonregulated expenses during the first six months, and to INF 
which added $1.2 million if expenses during the two months as a subsidiary of 
CEI.  When comparing the second quarter of 1997 with the first quarter of 1997 
the increase in nonregulated expenses is a direct result of the merger of INF.

  Taxes, other than income, increased 34.5% which was due to the addition of 
BVT.  When comparing the second quarter of 1997 with the first quarter of 1997 
operating taxes increased 4.7%.
                   CONESTOGA ENTERPRISES, INC.
OTHER INCOME (DEDUCTIONS), NET
   Interest expense for the first two quarters of 1997 includes expenses from 
CTT, CEI, and BVT.   The interest expense for the period reflects the 
additional long term debt financing required for the merger with BVT May 31, 
1996.  When comparing the second quarter of 1997 with the first quarter of 
1997 interest expense is  lower by 2.7%.

   BVT previously had  funded debt in the form of long-term notes issued May, 
1978, at 8.5% interest rate paid semi-annually, with $81,000 annual principal 
payment.  The balance of $1,323,000 which was due June, 1998 was paid down 
June 1, 1997, without premium, using internally generated funds.

   CTT on January 31, 1997 secured, through a local bank, a $5.0 million 
promissory note, which will require quarterly interest and principal payments 
through May, 2002.  The interest rate is 6.89% per annum.  The funds were 
used to refinance existing more expensive debt of CTT.

     The before tax earnings from the partnerships interests increased 13.1% 
when comparing the first two quarters of 1997 with the same period of 1996 due 
to increased earnings from the cellular ventures.  The before tax earnings of 
the cellular ventures was  $752,200, an increase of 31.2%.  CTT's interest in 
Penteledata Limited Partnership I, which primarily provides access to the 
internet, recorded a before tax loss of $63,200 for the first two quarters of 
1997. 

MINORITY INTEREST
   The minority interest recorded during the first two quarters of 1997 
reflects Infocore, Inc.'s 40% interest in net loss of CWC during the first 
four months before the acquisition.

INCOME TAXES
   Income taxes for the first two quarters of 1997 are $3.2 million, an 
increase of 19.0% when compared with the same period  of 1996.   When comparing 
the second quarter of 1997 with the first quarter of 1997 income taxes were 
up 10.7%.

OTHER
   PCS SERVICE;  During the first quarter of 1997 CWC was a successful bidder in
the Federal Communication Commission (FCC) Personal Communication Services
(PCS) radio spectrum D, E, and F Block Auction in four basic trading areas, 
covering nine counties in Pennsylvania and a population of 840,000.  The 
licenses were granted during the second quarter of 1997.  CWC has selected  
the equipment which it will use to operate the wireless system and the first  
purchase commitment for $11.4 million has been issued.  The PCS network will 
require significant investment of capital which could be funded by additional 
debt, or equity, or a combination of the two.  A decision on the financing 
should be finalized during the fourth quarter of 1997.  CWC was 40% owned by 
Infocore, Inc., and with the merger,  became  100% owned by
CEI and its subsidiaries.
                   CONESTOGA ENTERPRISES, INC.
OTHER (continued)
     COMMON STOCK BUYBACK;  At the Board of Directors meeting held on September 
24, 1996,  the Board authorized the purchase of up to 100,000 common shares 
on the open market and/or private negotiated transactions, though June 30, 
1997.  As of June 30, 1997, the close of the offering, 91,273 shares had been 
bought back and held as treasury stock.  Management does not anticipate any 
additional purchases in the near future.

     DIVIDEND REINVESTMENT PLAN;  The Company has amended its Dividend
Reinvestment Plan to permit the issuance of original issue shares to 
shareholders under the Plan and to permit participating shareholders to 
contribute a fixed amount less than the full amount of cash dividends to the 
Plan.  The purchase price per share under the Plan shall be the average of the 
bid and asked prices per share for each trading day during the 30 calendar 
days prior to the applicable dividend payment date, as reported on the National 
Association of Securities Dealers, Inc., Automated Quotation System.  6,878 
shares were issued during the second quarter 1997 under this Plan.

     TELECOMMUNICATIONS ACT OF 1996;   On February 8, 1996, the 
Telecommunications Act of 1996 (TA96) was signed into law.  TA96 amends the 
Communications Act of 1934 and contains extensive ground rules for the 
evolution of the telecommunications marketplace to full competition.  The 
legislation contained a specific time frame for action by the Federal 
Communications Commission (FCC) in order to implement various aspects of the 
new law.    

   The first major action by the FCC occurred on August 8, 1996 when the FCC 
issued its Interconnection Order.  The order contained provisions regarding 
operational and pricing guidelines required to facilitate the interconnection 
of competing local networks.  In response to the FCC's actions, several Bell 
operating companies (among others) initiated legal action to block the 
implementation of this order.  On October 15th, 1996 the 8th Circuit Federal 
Court of Appeals issued a stay on certain aspects of the 
FCC's order, until the courts can decide if the FCC overstepped its authority 
regarding interconnection price setting.  In July, 1997, the court issued an 
order that overturned many of the rules contained in the FCC's August, 1996 
Interconnection Order. Of particular importance to incumbent telephone 
companies like CTT and BVT, the FCC's pricingrules were overturned based on 
the grounds that the FCC overstepped its jurisdictional authority.

    In addition in May, 1997 the FCC issued orders addressing Universal 
Service and Access Reform.  In each case the FCC focused primarily on large 
telephone companies. For rural telephone companies like CTT and BVT, the FCC's 
actions will not cause significant impacts.  The FCC plans to further address 
rural company issues later in 1997.
                   CONESTOGA ENTERPRISES, INC.
OTHER (continued)
   There were also significant events in the state regulatory arena.  On May 
23, 1996, the Pennsylvania Public Utility Commission (Pa. P.U.C.) issued an 
order which requires new local telephone companies that wish to provide 
telephone service in areas that are currently served by rural telephone 
companies to commit to serving the entire territory served by
the rural telephone company.  Since CTT and BVT are both classified as rural 
telephone companies in the Telecommunications Act of 1996,  this means that 
new competitors will not be able to "cherry pick" our best customers.  This 
order was designed to promote fair and equal competition in rural areas.  In 
January of 1997, the Pa. P.U.C. issued an order addressing universal service.  
In response to this order, several petitions for reconsideration were filed by 
interested parties.  The PUC responded to those petitions
in July, 1997.  The response was generally favorable to incumbent LEC's and 
efforts are currently focused on coordinating the Pa. PUC's plan with the 
FCC's Universal Service Order issued in May, 1997.  In addition, the Pa. 
P.U.C. has initiated a generic investigation in the area of access reform.  
This process began with comments from interested parties filed in June, 1997.  
A final order in the proceeding is expected in late 1997 or early 1998.

   Due to the changes described above, competition will have an impact on CEI 
in the not too distant future.  It is anticipated that in spite of CEI's rural 
status, competitors will attempt to enter our markets and therefore some 
segment of the existing business could be at risk.  In that regard, however, 
the Company is confident in its ability to meet this challenge and to 
continue to grow the existing business in a competitive environment.  
Competition will also create opportunities for CEI in markets that were 
heretofore closed to CEI in a monopoly telecommunications
environment.  The Company is currently evaluating the new opportunities 
available to it  and will  aggressively pursue expansion into these
markets, some of which are expected to begin during the third quarter of 1997. 

ITEM 4  
        SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

                     NONE


PART II. OTHER INFORMATION

     Item 6 (b) EXHIBITS AND REPORTS ON FORM 8-K

                              NONE




                                   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. 

                                    CONESTOGA ENTERPRISES, INC.
                                                



     Date      August 15, 1997                     By /s/ John R. Bentz
              _______________               _________________________________
                                                   John R. Bentz
                                                   President



     Date      August 15, 1997                      By /s/ Albert H. Kramer
             _________________               ________________________________
                                               Albert H. Kramer
                                               Executive Vice President