CONESTOGA ENTERPRISES, INC.

      CONSOLIDATED BALANCE SHEETS ( UNAUDITED )

March 31, 1997,  March 31, 1996 and December 31, 1996

                              ASSETS
                                          3/31          3/31          12/31
                                          1997          1996           1996
        Current Assets
  Cash and Cash Equivalents          $5,426,974     $1,352,444     $1,956,554
  Accounts receivable, including 
  unbilled revenue                    6,048,308      4,247,147      6,888,667
  Inventories, at average cost          887,615        579,755        867,205
  Prepaid expenses                      122,215        102,244        206,351
                                                                          
             Total Current Assets    12,485,112      6,281,590      9,918,777
                                                                             
 Investments and Other Assets
   Cost in Excess of Net Assets of
   Business Acquired                 38,096,101              0     38,337,140
   Investments in partnerships        3,803,071      2,845,320      3,377,027
   Investments in equity 
   securities                         1,585,395      2,212,252      1,622,107
   Prepaid Pension Costs              2,200,845      1,460,504      2,148,700
   Other                                343,583        649,592      1,513,920
                                                                           
                                     46,028,995      7,167,668     46,998,894
                                                                               
 Plant
   In Service                       123,596,870     86,865,781    123,137,474
   Under Construction                 1,094,737      1,194,502        557,293
                                                                               
                                    124,691,607     88,060,283    123,694,767
   Less accumulated depreciation     62,483,675     42,403,565     60,760,620
                                                                               
                                     62,207,932     45,656,718     62,934,147
                                                                              

Total Assets                       $120,722,039    $59,105,976   $119,851,818
                                                                               


    SEE NOTES TO  CONSOLIDATED FINANCIAL STATEMENTS




           CONESTOGA ENTERPRISES, INC.

      CONSOLIDATED BALANCE SHEETS ( UNAUDITED )

March 31, 1997,  March 31, 1996 and December 31, 1996

LIABILITIES AND STOCKHOLDERS' EQUITY
                                          3/31          3/31          12/31
                                          1997          1996           1996
                                                                           
Current Liabilities
   Notes payable                              0              0              0
   Current maturities of long term 
   debt                              $1,081,000       $390,000       $831,000
   Accounts payable                   2,531,134      1,724,291      2,769,189
   Accrued:
             Taxes                      548,122        529,157              0
             Interest                    97,190              0              0
             Payroll & Vacation Pay     731,253        557,245        855,981
   Advance billings/Customer Deposits   803,170        493,807        307,806
                                                                               
            Total Current Liabilities 5,791,869      3,694,500      4,763,976
                                                                                
Long Term Liabilities
   Long Term Debt, less Current 
   Maturities                        27,323,000      4,547,500     27,218,000
   Accrued Post Retirement Cost         634,960        484,717        596,742
   Other                                609,052        245,865        834,201
                                                                               
                                     28,567,012      5,278,082     28,648,943
                                                                                
Deferred Income Taxes                10,159,177      7,122,170     10,185,015
                                                                               
Minority Interest                       391,924        244,138        400,198
                                                                               
Convertible\Redeemable Preferred Stock
   Par value $65 per share; authorized 
   900,000 shares; issues and 
   outstanding 196,618 shares        12,780,170              0     12,780,170
                                                                                
Common Stockholders' Equity                                       
  Common Stock  par value $5 per share; authorized 
  10,000,000 shares; issued and outstanding;
  3/31/97       3/31/96    12/31/96
  4,568,500   3,848,922   4,568,500  22,842,500     19,244,610     22,842,500
  Additional Paid-In Capital         20,420,005      4,769,183     20,420,005
  Retained earnings                  21,634,490     18,493,568     20,863,934
  Net unrealized appreciation on 
      marketable equity securities      291,869        259,725        315,602
  Less cost of treasury stock;  
  3/31/97  91,273 shares,
        12/31/96  58,400 shares     (2,156,977)             0     (1,368,525)
                                                                               
                                    63,031,887     42,767,086     63,073,516
                                                                               
    Total Liabilities and 
    Stockholders' Equity          $120,722,039    $59,105,976   $119,851,818
                                                                             
    SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS






           CONESTOGA ENTERPRISES, INC.
  CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
    THREE MONTHS ENDED MARCH 31, 1997 and 1996

                                                   1997           *1996
                                                                               
Operating Revenues:                                               
    Local  Service                                $2,224,015     $1,493,414
    Access Service                                 5,743,404      3,761,375
    Long Dist. Service                             2,410,239      2,088,409
    Nonreg. Sales & Lease                          1,541,967      1,148,571
    Miscellaneous                                    270,269        202,255
                                                                              
                                                  12,189,894      8,694,024
                                                                               


Operating Expenses:
    Plant Operations                               1,720,364      1,111,146
    Depreciation and Amortization                  2,246,332      1,328,872
    Customer Operations                            2,159,538      1,564,941
    Corporate Operations                             877,477        612,429
    Nonreg. Sales & Lease                            950,137        701,649
    Taxes, other than income                         474,276        343,259
                                                                               
                                                   8,428,124      5,662,296
                                                                               
                Operating Income                   3,761,770      3,031,728
                                                                               
Other Income(Deductions), Net:
    Interest Expense                                (536,366)      (110,459)
    Income from unconsolidated partnerships intere   307,544        293,050
    Other, Net                                       102,926         41,949
                                                                                
                                                    (125,896)       224,540
                                                                               
        Income Before Income Taxes                 3,635,874      3,256,268

Income Taxes                                       1,528,927      1,344,523
                                                                               
        Income Before Minority  Interest           2,106,947      1,911,745

Minority Interest in net loss of Subsidiary            8,274          9,229
                                                                               
                   Net Income                     $2,115,221     $1,920,974

Earnings per common share                              $0.43          $0.50
Dividends per common share                             $0.30          $0.30


           CONESTOGA ENTERPRISES, INC.
 Consolidated Statement of Cash Flow (Unaudited)
   THREE MONTHS ENDED MARCH  31, 1997 AND 1996

                                                       1997            1996
Cash Flows from Operating Activities
  Net Income                                        $2,115,221   $1,920,974
  Adjustments to reconcile net income to net cash
  provided by operating activities: 
    Depreciation  and Amortization                  $2,389,704   $1,328,872
    Income from unconsolidated partnership interes    (307,544)    (293,050)
    Minority interest in loss of subsidiary             (8,274)      (9,229)
    Changes in assets and liabilities:
        (Increase) decrease in:
            Accounts Receivable                        840,359     (495,965)
            Material and supplies                      (20,410)      (2,969)
            Prepaid expenses                            84,136      302,027
            Prepaid pension costs                      (52,145)     (34,920)
            Other Assets                               743,322       62,181
        Increase (decrease) in:
            Accounts Payable                          (238,055)    (258,398)
            Accrued expenses and other current 
            liabilities                              1,002,538      705,221
            Other liabilities                         (186,931)      92,992
            Deferred income taxes                      (25,838)     (99,966)
                                                     4,220,862    1,296,796
                                                                               
         Net cash provided by operating activities   6,336,083    3,217,770
                                                                               
Cash Flows From Investing Activities
    Purchase of Plant, net of removal costs and 
                      salvage                       (1,396,058)    (882,140)
    Purchase of Investments                                                   0
    Proceeds from surrender of Life Insurance 
                              Policy                   427,015            0
    Capital investments in unconsolidated 
                         partnershp interests         (118,500)           0
    Capital distributions from unconsolidated 
    partnershp interest                                      0        97,496
    Acquisition of business, net of cash and 
    cash equivalents                                         0            0
                                                                               
         Net cash used in investing activities      (1,087,543)    (784,644)
                                                                               
Cash Flows From Financing Activities
   Proceeds from long-term borrowing                 5,000,000            0    0
   Principal payments on long term borrowing        (4,645,000)     (97,500)
   Borrowing on line of credit                               0      300,000
   Principal payments on line of credit                      0     (800,000)
   Proceeds from issuance of stock under the
   employee stock purchase plan                              0            0
   Common and preferred dividends paid              (1,344,668)  (1,154,677)
   Purchase of common stock for the treasury          (788,452)           0
   Minority interest investment in subsidiary                0            0
                                                                               
   Net cash provided by (used in) financing 
                                  activities        (1,778,120)  (1,752,177)
                                                                               
   Increase (decrease) in cash and cash equivalents  3,470,420      680,949
Cash and cash equivalents
          Beginning                                  1,956,554      671,495
                                                                               
          Ending                                    $5,426,974   $1,352,444
                                                                               

                                                         1997        1996
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
   Cash Payments for:
       Interest                                       $440,248     $109,600
                                                                               
       Income Taxes                                   $482,350     $180,456
                                                                                



                   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 interim periods.

 The results of operations for the three month period ended  March 31, 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: 
                                              3/31/97     3/31/96     12/31/96
 Promissory note, interest payable monthly 
at prime, with a ceiling of 8.5%, principal 
due in 1997, unsecured                             $0   $2,500,000          $0

 Promissory note, interest payable monthly 
at prime, with a ceiling of 8.4%, through
May, 1997, quarterly principal payments of 
$97,500 through 2002,  unsecured                    0    2,437,500           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            0   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            0  16,000,000

 Promissory note, interest payable June 1 
and December 1, at 8.5%, annual principal 
payments of $81,000 through 1997, final
payment of $1,323,000 on June 1, 1998,
unsecured                                   1,404,000            0   1,404,000

 Promissory note, interest payable quarterly
at 6.89%.  Quarterly principal payments of
$250,000 through February 1, 2002, 
unsecured.                                  5,000,000            0   4,645,000

                                          $28,404,000   $4,937,500 $28,049,000
Less current Maturities                     1,081,000      390,000     831,000
                                          $27,323,000   $4,547,500 $27,218,000
                   
                   CONESTOGA ENTERPRISES, INC.
NOTE  3:   ACQUISITION

  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.

NOTE  4:   PENDING ACQUISITION

   On February 13, 1997, the Company signed a letter of intent to acquire all
of the common stock of Infocore, Inc., a telecommunications company based in 
King of Prussia,  Pennsylvania.  Under the terms of the agreement, the Company
will issue 200,000 shares of common stock to Infocore,  Inc.'s shareholders in
exchange for all outstanding shares of Infocore, Inc.  The transaction will be 
accounted for by the purchase method, and effective May 1, 1997.  Infocore
Inc.'s shareholders approved the merger  on April 21, 1997.

NOTE  5:   OTHER

    Certain items of the  March 31, 1996 consolidated financial statements have 
been restated to conform to the March 31, 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

  Conestoga Enterprises, Inc. (CEI, or the Company) is a Pennsylvania 
corporation that is doing business as a holding company which owns all of the 
outstanding shares of the Conestoga Telephone and Telegraph Company (CTT), 
Buffalo Valley Telephone Company (BVT), Northern Communications, Inc. (NCI),  
Conestoga Mobile Systems Inc.,(CMS), and Conestoga Investment Company (CIC).  
CEI has a 1 % general partnership  interest in the Berks Reading Area Cellular 
Enterprises Partnership (BRACE) and a 10% partnership interest in the Lancaster 
Area Cellular Enterprises Partnership (LACE). It also has a 60% interest in 
Conestoga Wireless Company (CWC), a limited liability company formed to 
operate the new wireless service PCS.  CWC was a successful bidder
                   CONESTOGA ENTERPRISES, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS 
OF THE QUARTERLY INCOME STATEMENTS (continued)
in the FCC radio spectrum D,E, and F Block  Auction.  CWC plans to build and 
operate PCS systems in four BTA's.  CEI through CTT has an 11.85% limited 
partnership interest in Penteledata Limited Partnerships I.  CEI was 
incorporated on January 27, 1989 under the provisions of the Business 
Corporation Law of Pennsylvania, Act of May 5, 1933, P.L. 364, as amended and 
supplemented to do all things and exercise all powers, rights  
and privileges which a business corporation may now or hereafter be organized 
to do or exercise under such act.  CIC  owns 69% limited partnership interest 
in BRACE.

  On May 31, 1996, CEI acquired BVT in accordance with  the terms and 
provisions of an Agreement and Plan of Merger dated October 18, 1995, among 
BVT, CEI and a CEI subsidiary, CB Merger Corporation.  In the acquisition 
transaction, BVT was merged into CB Merger Corporation, thus becoming a 
subsidiary of CEI, and the name of CB Merger Corporation was changed to BVT.  
CEI acquired all of the outstanding shares of BVT and paid or exchanged (i) 
$65.00 in cash, (ii) one share of CEI $3.42 Series A Convertible Preferred 
Stock, par value $65.00, or (iii) 2.4 shares of  CEI common stock, for each 
BVT share, as elected by the BVT shareholders.  The total consideration
for the transaction was approximately $58,000,000.  The holders of 43.8%
of BVT shares elected to receive cash, 22.3% elected CEI Preferred Stock and 
33.9% elected CEI Common Stock.  The acquisition was accounted for as a 
purchase.

 
FINANCIAL CONDITION
  The cash and cash equivalents for the first three months of the current year 
increased $3,470,420, with substantial increases recorded from CTT and  BVT.  
The net cash provided by operating activities was $6.6 million for the first 
quarter of 1997, compared with $3.2 million for the first quarter of 1996.

Capital expenditures are provided  primarily by internally generated funds.  
There was no outside short term borrowing required during the first quarter of 
1997.  The Company has available lines of credit with two regional banks 
totaling $15.0 million at March 31, 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 those capital projects.
The building of the PCS infrastructure will require additional amounts of long
term debt and/or capital during the third or fourth quarter of 1997.

  The cash part of the acquisition of BVT was financed through outside 
financing as follows;
    Series A Senior Note $6,000,000, maturing June 30, 2000 with fixed
           interest rate at 6.91% to be paid quarterly in arrears,
           amortized in three (3) equal annual principal payments beginning 
           at the end of year two (2).

    Series B Senior Note $16,000,000, maturing June 30, 2011 with fixed
           interest rate at 7.59% to be paid quarterly in arrears,
           amortized in eleven (11) equal annual principal payments beginning 
           at the end of year five (5).

    Cash on hand was used for the remaining cash requirement of $3,136,000.
                   
                   CONESTOGA ENTERPRISES, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS 
OF THE QUARTERLY INCOME STATEMENTS (continued)
   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.

   196,618 shares of CEI's $3.42 Series A Preferred stock and 719,578 of CEI 
Common Stock were issued to BVT shareholders as part of the acquisition.  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 preferred stock may also be called for redemption
by the Company after May 31, 2000.  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 the preferred 
stock.

  The debt (including CEI Convertible Preferred Stock ) to equity ratio as of 
March 31, 1997 was 40% debt to 60% equity.

RESULTS OF OPERATIONS 
   Net income for the first three months of 1997, of $2,115,221, increased 
10.1% when compared with the first three months of 1996.  The consolidated 
financial statements (unaudited ) for the period include results from the 
Company and its subsidiaries as follows:  
              CEI         Parent Company                    ($277,090)
              CTT         Local Exchange Carrier           $1,710,724
              BVT         Local Exchange Carrier              $76,675
              NCI         Reseller of Long Dist. Svc.        $141,628
              CMS         Paging Services                      $2,470
              CWC         PCS Company                        ($12,410)
              CIC         Investment Company                 $473,223


OPERATING REVENUES
   Operating revenues for the first three months  of 1997 were $12,189,894, an 
increase of 40.2% when compared with the first three months of 1996.

  The increases in operating revenue for the first three months of 1997, are 
primarily due to the merger of BVT,  and are comprised of the following:

                                                   Increase/
                                                  (Decrease)          %
                Local  Service                     $730,601           48.9%
                Access Service                   $1,982,029           52.7%
                Long Distance Ser                  $321,830           15.4%
                Nonregulated Sale                  $393,396           34.3%
                Miscellaneous (net of 
                         uncollectibles)            $68,014           33.6%

                   CONESTOGA ENTERPRISES, INC.
OPERATING REVENUES (continued)
    Local Service revenues include regulated revenues from CTT, BVT and CMS.
CTT and CMS both recorded increases in local service revenues for the first 
three months of 1997, and BVT added $624,000 in local service revenues.

   Total access lines in service on March 31, 1997 were 73,197.  CTT had 
48,879 in service, CMS had 4,976, and BVT had 19,342.  Total access lines 
added during the first three months of 1997  were 931.

   The record setting pace of access line growth during 1996 has continued for
both local exchange carriers (CTT & BVT) during the first quarter of 1997, and 
is reflected in the local service revenue increase.  Local service revenues 
are also positively impacted by the increased demand for the custom calling 
service features.

   Access Service revenues from CTT continued to grow due to increased 
interlata minutes of use on the network (15%).  BVT added $1.8 million in 
access service revenues during the first quarter of 1997.

   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 three months of 1997 when 
compared with the first three months of 1996.  BVT added $438,000 in long 
distance service revenues.

   Nonregulated Sales and Lease revenues include sale and lease of telephone 
equipment and directory advertising from CTT and BVT, as well as sale and lease 
of pager and cellular equipment from CMS.   CTT's and CMS's  nonregulated 
revenues decreased during the first three months of 1997, but  BVT added 
nonregulated revenues of $488,537. 

   Miscellaneous revenues include billing and collection revenues from CTT and 
BVT. When comparing the current quarter of 1997 with the same quarter of 1996, 
CTT has experienced decreases in miscellaneous revenues. The consolidated 
increase is a direct result of the addition of BVT.

OPERATING EXPENSES
  Operating Expenses for the first three months  of 1997 were $8,428,124, an 
increase of 48.8% when compared with the first three months of 1996.  

  The increase in operating expenses for the first three months, partially due 
to the addition of BVT and to the amortization expense of the BVT acquisition, 
is comprised of the following:
                                                   Increase/
                                                   (Decrease)            %
                Plant Operations                    $609,218           54.8%
                Depreciation and Amortization     $1,104,240           83.1%
                Customer Operations                 $594,597           38.0%
                Corporate Operations                $265,048           43.3%
                Nonregulated Sales and Lease        $248,488           35.4%
                Operating Taxes                     $131,017           38.2%

                   CONESTOGA ENTERPRISES, INC.
OPERATING EXPENSES (continued)
  Plant Operations expenses include CTT, BVT  and CMS regulated expenses.  When
comparing the first quarter of 1997 with the first quarter of 1996, CTT's plant 
operations expenses decreased,  and BVT added  $689,500.  BVT's current quarter 
expenses include a one time charge for digital switch software upgrade of 
$265,000.

   Depreciation and Amortization expenses include charges from CTT, CMS and 
BVT. CTT depreciation expenses are up 7.8% for the first three months of 1997 
when compared with the first three months of 1996.  BVT added $574,000 in 
depreciation expense as well as $241,000 in goodwill amortization expense.

  Customer Operations expenses include expenses for CTT, BVT, NCI, and CMS .  
When comparing the first quarter of 1997 with the first quarter of 1996, 
customer operations expenses increased 38%, of which BVT added $631,000.  CTT's 
intralata termination charges increased 1.7% for the first three months of 1997 
when compared with the first three months of 1996.  BVT's intralata termination 
charges increased for the same period 39% due to an accounting change made 
during the first three months of 1997.

  Corporate Operations expenses for the first quarter increased 43.3% due to 
payroll allocation changes for certain operating officers of the Company, and 
to the addition the addition of Vice President Regulatory and External Affairs 
during the second quarter of 1996.  BVT added $176,000 in corporate operation 
expenses.

  Nonregulated Sales and Lease expenses include expenses for CTT, BVT and CMS. 
The increase is primarily due to the addition of BVT, which had $310,000 in 
nonregulated expenses.

  Taxes, other than income, increased 38.2% which was due to the addition of 
BVT.


OTHER INCOME (DEDUCTIONS), NET
   Interest expense for the first three months of1997 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.

   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 current balance is $1,404,000, with maturity date and final 
payment of $1,323,000 due June, 1998.

   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 during 
the quarter due to increased earnings from the cellular ventures.  The before
tax earnings were $341,000, an increase of 21.3%.  CTT's partnership, which 
primarily provides access to the internet, recorded a before tax loss of 
$33,200 for the first three months of 1997.

                   CONESTOGA ENTERPRISES, INC.
MINORITY INTEREST
   The minority interest recorded during the first three months of 1997 
reflects Infocore, Inc.'s 40% interest in net loss of CWC.

INCOME TAXES
   Income taxes for the first three months of 1997 are $1,528,927, an increase 
of 13.7% when compared with the first three months of 1996.   BVT had $99,600 
in income taxes for the period.

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 
granting of the licenses is expected to be in June, 1997.  CWC is currently 
investigating the equipment which it will use to operate the wireless system 
as well as the financing which may be required.  The PCS network will require 
significant investment of capital which could be funded by additional debt, or 
equity, or a combination of the two.  CWC was 40% owned by Infocore, Inc., and 
with the pending merger, CEI will become  the 100% owner.

     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.  
All purchases shall be in accordance with the Securities and Exchange 
Commission regulations.  As of the end of the first quarter of 1997, 91,273 
shares have been bought back as treasury stock.

     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 15, 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.  A decision is currently pending.  In addition, 
the FCC is planning to address the issues of universal service and access 
charge reform.  An FCC order regarding universal service is expected in early 
May, 1997.  An order related to access charge reform is also expected before 
the end of May, 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 Pa. P.U.C. is expected to act on these petitions in 
the near future.  In addition, the Pa. P.U.C. has initiated a generic
investigation in the area of access reform.  This process will begin with 
comments from interested parties due 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      May 14, 1997                         By  /s/  John R. Bentz
              _______________               _________________________________
                                                   John R. Bentz
                                                   President



     Date      May 14, 1997                          By /s/ Albert H. Kramer
             _________________               ________________________________
                                                 Albert H. Kramer
                                   Vice President, Finance and Administration