FORM 10-Q QUARTERLY REPORT
  UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 
  SECURITIES AND EXCHANGE COMMISSION 
  WASHINGTON, D.C. 20549 
  For quarter ended September 30, 2001 
  Commission File Number 0-24064

CONESTOGA ENTERPRISES,
  INC. (Exact name of Registrant
  as specified in its charter) PENNSYLVANIA
  (State of Incorporation)
  23-2565087
  (IRS Employer Number)
  202 East First Street,
  Birdsboro, Pennsylvania 19508 (Address of Principal Executive
  Offices) Registrant's telephone number,
  including area code(610) 582-8711 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 As of September 30, 2001,
  the outstanding number of shares of Common Stock, par value $1.00, was 8,068,639.
  CONESTOGA ENTERPRISES, INC.
  CONSOLIDATED BALANCE SHEETS
  ( UNAUDITED )

|September
      30, 2001 and December 31, 2000                                                                      |          |  |         
|------------------------------------------------------------------------------------------------------------------- | -------- |  | --------
|( In
      Thousands, Except Shares and Per Share Data)                                                             |          |  |         
|                                                                                                                    |          |  |         
|ASSETS                                                                                                              |          |  |         
|                                                                                                                    | 9/30     |  | 12/31   
|                                                                                                                    | 2001     |  | 2000    
|Current
      Assets                                                                                                |          |  |         
|Cash
      and Cash Equivalents                                                                                     | $6,133   |  | $5,529  
|Accounts receivable, including unbilled revenue                                                                     | 12,318   |  | 10,212  
|Inventories, at average cost                                                                                        | 4,047    |  | 2,391   
|Prepaid taxes                                                                                                       | 0        |  | 0       
|Prepaid expenses                                                                                                    | 2,801    |  | 2,242   
|                                                                                                                    |          |  |         
|Total Current Assets                                                                                                | 25,299   |  | 20,374  
|                                                                                                                    |          |  |         
|Investments
      and Other Assets                                                                                  |          |  |         
|Assets held for sale                                                                                                | 1,121    |  | 9,849   
|Cost in Excess of Net Assets of Businesses Acquired                                                                 | 42,443   |  | 43,477  
|Investments in partnerships                                                                                         | 8        |  | 51      
|Investments in equity securities                                                                                    | 0        |  | 491     
|Prepaid Pension Costs                                                                                               | 3,072    |  | 3,053   
|Other                                                                                                               | 3,206    |  | 1,883   
|                                                                                                                    |          |  |         
|                                                                                                                    | 49,850   |  | 58,804  
|                                                                                                                    |          |  |         
|Plant                                                                                                               |          |  |         
|In Service                                                                                                          | 208,826  |  | 191,463 
|Under Construction                                                                                                  | 7,760    |  | 10,148  
|                                                                                                                    |          |  |         
|                                                                                                                    | 216,586  |  | 201,611 
|Less accumulated depreciation                                                                                       | 107,332  |  | 98,419  
|                                                                                                                    | 109,254  |  | 103,192 
|                                                                                                                    |          |  |         
|                                                                                                                    |          |  |         
|Total
      Assets                                                                                                  | $184,403 |  | $182,370
|                                                                                                                    |          |  |         
|                                                                                                                    |          |  |         
|                                                                                                                    |          |  |         
|SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                                                      |          |  |         
|                                                                                                                   
|CONESTOGA
      ENTERPRISES, INC.                                                                                  
|CONSOLIDATED
      BALANCE SHEETS ( UNAUDITED )                                                                     |          |  |         
|                                                                                                                    |          |  |         
|September
      30, 2001 and December 31, 2000
      ( In Thousands, Except Shares and Per Share Data)              |          |  |         
|                                                                                                                    |          |  |         
|LIABILITIES
      AND STOCKHOLDERS' EQUITY                                                                          |          |  |         
|                                                                                                                    | 9/30     |  | 12/31   
|                                                                                                                    | 2001     |  | 2000    
|                                                                                                                    |          |  |         
|Current
      Liabilities                                                                                           |          |  |         
|Current
      maturities of long term debt                                                                          | $4,955   |  | $4,705  
|Current
      liability under capital lease                                                                         | 69       |  | 65      
|Notes
      payable                                                                                                 | 0        |  | 0       
|Accounts
      payable                                                                                              | 8,714    |  | 6,132   
|Accrued:                                                                                                            |          |  |         
|Taxes                                                                                                               | 2,729    |  | 895     
|Payroll
      & Vacation Pay                                                                                        | 1,237    |  | 1,007   
|Interest                                                                                                            | 782      |  | 0       
|Other                                                                                                               | 3,935    |  | 4,394   
|                                                                                                                    |          |  |         
|Total
      Current Liabilities                                                                                     | 22,421   |  | 17,198  
|                                                                                                                    |          |  |         
|                                                                                                                    |          |  |         
|Long Term
      Liabilities                                                                                         |          |  |         
|Deferred
      revenue on sale of property, plant and equipment                                                     | 9,673    |  | 0       
|Long
      term debt, less current maturities                                                                       | 64,591   |  | 68,545  
|Liability
      under capital lease, less current maturities                                                        | 2,742    |  | 2,794   
|Accrued
      post retirement cost                                                                                  | 1,087    |  | 1,123   
|Other                                                                                                               | 2,069    |  | 1,270   
|                                                                                                                    |          |  |         
|                                                                                                                    | 80,162   |  | 73,732  
|                                                                                                                    |          |  |         
|Deferred
      Income Taxes                                                                                         | 2,770    |  | 9,794   
|                                                                                                                    |          |  |         
|Convertible\Redeemable
      Preferred Stock                                                                        |          |  |         
|Par
      value $65 per share; authorized 900,000shares; issued and outstanding; 9/30/01 - 75,42812/31/00 - 141,288 | 4,903    |  | 9,184   
|                                                                                                                    |          |  |         
|Common
      Stockholders' Equity                                                                                   |          |  |         
|Common
      Stock par value $1 per share; authorized                                                               |          |  |         
|200,000,000 shares; Issued and Outstanding 9/30/01 -8,068,639 12/31/00 - 7,897,914                                  | 8,069    |  | 7,898   
|Additional
      Paid-In Capital                                                                                    | 48,868   |  | 44,123  
|Retained
      earnings                                                                                             | 17,210   |  | 20,820  
|Net
      unrealized appreciation on marketable equity securities                                                   | 0        |  | 238     
|Less
      cost of treasury stock; 9/30/01 0 shares and 12/31/00 33,427 shares                                      | 0        |  | (617)   
|                                                                                                                    |          |  |         
|                                                                                                                    | 74,147   |  | 72,462  
|                                                                                                                    |          |  |         
|Total
      Liabilities and Stockholders' Equity                                                                    | 183,403  |  | 182,370 

|CONSOLIDATED
      STATEMENTS OF INCOME (UNAUDITED)                                    |                                              |                         |         |        
|-------------------------------------------------------------------------------------- | -------------------------------------------- | ----------------------- | ------- | -------
|THREE
      AND NINE MONTHS ENDED SEPTEMBER 30, 2001 and 2000                          |                                              |                         |         |        
|                                                                                       | (
      In Thousands, Except Per Share Data)
|                                                                                       | THREE
      MONTHS ENDED                     | NINE
      MONTHS ENDED
|                                                                                       | 2001                                         | *2000                   | 2001    | *2000  
|Operating
      Revenues:                                                              |                                              |                         |         |        
|Telephone
      Wireline Services                                                      | $13,642                                      | $12,950                 | $39,661 | $38,291
|Wireless
      Communication Services                                                  | 2,047                                        | 1,247                   | 5,512   | 3,238  
|Competitive
      Local Exchange and Long Distance Services                            | 5,805                                        | 5,455                   | 17,191  | 16,320 
|Other
      Telecommunications revenues                                                | 2,627                                        | 1,613                   | 7,132   | 6,907  
|                                                                                       |                                              |                         |         |        
|                                                                                       | 24,121                                       | 21,265                  | 69,496  | 64,756 
|                                                                                       |                                              |                         |         |        
|Operating
      Expenses:                                                              |                                              |                         |         |        
|Cost
      of Services (exclusive of depreciation and amortization below)              | 10,522                                       | 9,543                   | 29,812  | 27,849 
|Cost
      of Sales                                                                    | 1,691                                        | 1,292                   | 4,547   | 4,705  
|Depreciation
      and Amortization                                                    | 4,145                                        | 4,178                   | 13,019  | 12,329 
|Selling,
      General and Administrative                                              | 5,316                                        | 3,695                   | 13,791  | 12,983 
|                                                                                       |                                              |                         |         |        
|                                                                                       | 21,674                                       | 18,708                  | 61,169  | 57,866 
|                                                                                       |                                              |                         |         |        
|Operating
      Income                                                                 | 2,447                                        | 2,557                   | 8,327   | 6,890  
|                                                                                       |                                              |                         |         |        
|Other
      Income(Deductions), Net:                                                   |                                              |                         |         |        
|Interest
      Expense                                                                 | (1,263)                                      | (1,328)                 | (4,076) | (3,409)
|Loss
      from unconsolidated partnership interest                                    | (43)                                         | (120)                   | (64)    | (357)  
|Gain
      on Sale of Securities                                                       | 360                                          | 321                     | 360     | 2,118  
|Other,
      Net                                                                       | 50                                           | 119                     | 268     | 258    
|                                                                                       |                                              |                         |         |        
|                                                                                       | (896)                                        | (1,008)                 | (3,512) | (1,390)
|                                                                                       |                                              |                         |         |        
|Income
      Before Income Taxes                                                       | 1,551                                        | 1,549                   | 4,815   | 5,500  
|                                                                                       |                                              |                         |         |        
|Income
      Taxes                                                                     | 746                                          | 778                     | 2,473   | 2,988  
|                                                                                       |                                              |                         |         |        
|Net Income                                                                             | $805                                         | $771                    | $2,342  | $2,512 
|                                                                                       |                                              |                         |         |        
|                                                                                       |                                              |                         |         |        
|Basic
      earnings per common share                                                  | $0.09                                        | $0.08                   | $0.25   | $0.27  
|Diluted
      earnings per common share                                                | $0.09                                        | $0.08                   | $0.25   | $0.27  
|Dividends
      per common share                                                       | $0.210                                       | $0.210                  | $0.630  | $0.630 
|* Some 2000 amounts have been restated to
      conform to current years presentation. |                                              |                         |         |        



|CONESTOGA
      ENTERPRISES, INC.                                       |                                             
|----------------------------------------------------------------------- | --------------------------------------------
|CONSOLIDATED
      STATEMENT OF COMPREHENSIVE INCOME (UNAUDITED)       
|NINE MONTHS
      ENDED SEPTEMBER 30, 2001 and 2000                    
|                                                                        | (
      In Thousands, Except Per Share Data)
|                                                                        | 2001                                        
|                                                                        |                                             
|Net Income                                                              | $2,342                                      
|Unrealized
      gains on Securities                                    |                                             
|Unrealized
      holding gains during period                            | 0                                           
|Less:
      reclassification adjustmentfor gains included in net income | (230)                                       
|Comprehensive
      Income                                              | $2,112                                      



|CONESTOGA
      ENTERPRISES, INC.                                         
|--------------------------------------------------------------------------
|CONSOLIDATED
      STATEMENTS OF CASH FLOWS (UNAUDITED)                   
|NINE
      MONTHS ENDED SEPTEMBER 30, 2001 AND 2000                       
|(in thousands)                                                            
|                                                                          
|Cash
      Flows from Operating Activities                                
|Net cash provided by operating activities                                 
|Cash
      Flows From Investing Activities                                
|Purchase of Plant, net of removal costs and salvage                       
|Proceeds from sale of marketable equity securities                        
|Proceeds from sale of assets                                              
|Capital investments in unconsolidated partnershp interests                
|                                                                          
|Net cash provided by (used in) investing
      activities                 
|                                                                          
|Cash
      Flows From Financing Activities                                
|Proceeds from long-term borrowing                                         
|Proceeds from short-term borrowing (net)                                  
|Proceeds from capital lease financing                                     
|Principal payments on long-term borrowing                                 
|Principal payments on capital lease financing                             
|Proceeds from issuance of stock                                           
|Proceeds from issuance of stock under the dividend reinvestment
      plan
|Common stock dividends paid                                               
|Preferred stock redemption                                                
|Preferred stock dividends paid                                            
|                                                                          
|Net cash provided by financing activities                                 
|                                                                          
|Increase in cash and cash equivalents                                     
|Cash
      and cash equivalents                                           
|Beginning                                                                 
|                                                                          
|Ending                                                                    
|                                                                          
|SUPPLEMENTAL
      DISCLOSURE OF CASH FLOW INFORMATION                    
|Cash Payments for:                                                        
|Interest                                                                  
|                                                                          
|Income Taxes                                                              







CONESTOGA
  ENTERPRISES, INC. NOTES TO CONSOLIDATED FINANCIAL
  STATEMENTS NOTE 1: BASIS OF PRESENTATION The accompanying
  unaudited consolidated financial statements have been prepared in accordance
  with the instructions to Form 10-Q and do not include all of the information
  and footnotes required by generally accepted accounting principles for complete
  financial statements. In the opinion of management, all adjustments (consisting
  only of normal recurring accruals) considered necessary for a fair presentation
  have been included. Operating results for the nine months ended September 30,
  2001 are not necessarily indicative of the results that may be expected for
  the year ending December 31, 2001. The December 31, 2000 condensed balance sheet
  data was derived from audited financial statements. For further information,
  refer to the consolidated financial statements and footnotes included in Conestoga's
  2000 Annual Report on Form 10-K. The
  preparation of financial statements in conformity with generally accepted accounting
  principles requires management to make estimates and assumptions that affect
  the amounts of assets and liabilities at the date of the financial statements
  and the reported amounts of revenues and expenses during the reporting period.
  Actual results could differ from those estimates. Some of the 2000 revenues
  and expenses have been restated to conform to the current reporting period presentation.
  NOTE 2: EARNINGS PER SHARE
  Per
  share data for the nine months ended September 30, 2001 and 2000 is based on
  the weighted average number of shares outstanding of 7,902,072 and 7,828,838
  for 2001 and 2000 respectively. Net income available for the common shareholders
  was $2.003 million and $2.111 million for 2001 and 2000 respectively. Per share
  data for the three months ended September 30, 2001 and 2000 is based on the
  weighted average number of shares outstanding of 7,955,159 and 7,842,518 for
  2001 and 2000 respectively. Net income for the three months ended September
  30, 2001 and 2000 available for common shareholders was $699 thousand and $637
  thousand respectively. Net income for common shareholders differs from net income
  on the consolidated statement of income by the amount of preferred stock dividends.
  
     CONESTOGA ENTERPRISES, INC.
  The
  effect of convertible preferred stock and the effect of stock options outstanding
  were anti-dilutive and therefore excluded from the computation of diluted earnings
  per share. NOTE 3: OPERATING SEGMENTS

|                                                                                                             | CLEC
       and
      Long
      Distance |          
|------------------------------------------------------------------------------------------------------------ | ----------------------------------------- | ---------
|                                                                                                             | Telephone                                 | Wireless 
|                                                                                                             | ( in thousands )                         
|Nine
      months ended  September 30, 2001:  Operating revenues  from external customers;                   |                                          
|Local Service                                                                                                | $ 10,732                                  | $ -      
|Long
      distance andaccess
      service                                                                 
|23,121                                                                                                       | -                                         | 12,406   
|Wireless
      service                                                                                       | -                                         | 4,705    
|Equipment
      and Other                                                                                    | 5,808                                     | 807      
|                                                                                                             | 39,661                                    | 5,512    
|Inter-segment
      operatingRevenues                                                                        | 3,289                                     | 109      
|Operating profit (loss)                                                                                      | 18,027                                    | (5,937)  
|Total Assets                                                                                                 | 116,623                                   | 31,393   
|Capital expenditures                                                                                         | 9,146                                     | 2,901    
|Depreciation
      and Amortization                                                                          | 8,065                                     | 3,262    
|                                                                                                             |                                           |          
|                                                                                                             |                                           |          
|                                                                                                             |                                           |          
|Nine
      months ended  September
      30, 2000:  Operating
      revenues  from
      external customers; |                                          
|Local
      Service                                                                                          | $ 9,775                                   | $
      -
|Long
      distance andaccess
      service                                                                  | 22,395                                    | -        
|Wireless
      service                                                                                       | -                                         | 2,523    
|Equipment
      and Other                                                                                    | 6,121                                     | 715      
|                                                                                                             | 38,291                                    | 3,238    
|                                                                                                             |                                           |          
|Inter-segment
      operatingRevenues                                                                        | 2,656                                     | 83       
|Operating
      profit (loss)                                                                                | 15,004                                    | (6,330)  
|Total Assets                                                                                                 | 118,182                                   | 36,937   
|Capital expenditures                                                                                         | 9,160                                     | 6,055    
|Depreciation
      andAmortization                                                                           | 7,926                                     | 2,887    

Certain items in the schedule
  above need to be reconciled to the consolidated financial statements and are
  provided in the schedules below:

CONESTOGA
  ENTERPRISES, INC.

|                                                 | Nine Months Ended
|------------------------------------------------ | -----------------
|                                                 | September 30     
|                                                 | 2001             
|Revenues:                                        |                  
|Total
      revenue forReportable
      segments | $ 65,866         
|Other Revenues                                   | 7,132            
|Elimination
      ofIntersegment
      revenues  | (3,502)          
|Total
      consolidated revenues                | $
      69,496   
|Total
      Assets:                              |                  
|Total
      assets forReportable
      segments  | $181,798         
|Other
      assets                               | 14,371           
|Elimination
      and adjustments                | (11,766)         
|Total
      consolidated assets                  | $184,403         

NOTE 4: TOWERS

During
  2000, the Company decided to sell its existing towers, lease
  back space on the towers for its antennae and utilize the proceeds for capital expenditures.
  Accordingly, the book value of the
  towers, which are included in the Company's wireless segment, have been classified as assets
  held for sale. The Company
  has entered into an Asset Acquisition Agreement, a Master Lease Agreement and
  a Build-to-Suit Agreement with Mountain Union Telecom, LLC for digital communication
  towers located throughout Eastern and Central Pennsylvania. Under the agreement,
  Mountain Union will acquire a total of seventy-five towers from Conestoga and
  build 20 additional towers for Conestoga over the next two years. Conestoga
  will lease back space on the towers purchased by Mountain Union under a ten-year
  license agreement, with rights to renew each license for two additional five-year
  terms. Through
  September 30, 2001, the Company received approximately $18 million for sixty-seven
  of the towers. The title to five of the remaining eight towers is expected to
  be transferred during the fourth quarter 2001. The gain on the sales have been
  deferred for book purposes and are being amortized over the ten year lease back
  period. 
    CONESTOGA ENTERPRISES, INC.
  NOTE 5: Pending MergerOn April
  27, 2001 the Company announced that it had engaged Legg Mason Wood Walker, Inc.
  as its financial advisor to assist the Company in the exploration and evaluation
  of strategic alternatives. These alternatives included the potential sale or
  merger of the Company, spinning off or selling certain of the Company's properties,
  entering into other business combinations and/or remaining independent. Subsequently,
  on July 25, 2001 the Company announced that it had signed a definitive merger
  agreement with NTELOS, Inc. an integrated communications provider with headquarters
  in Waynesboro, Virginia (refer to form 8-K filed with the Securities and Exchange
  Commission on July 25, 2001). On August 28, 2001 the Company and NTELOS announced
  that they had entered into a definitive purchase agreement with VoiceStream
  Wireless to sell Conestoga Wireless Company to VoiceStream, subject to the closing
  of the merger between the Company and NTELOS. NOTE 6: New Accounting StandardsIn June
  of 2001 the Financial Accounting Standards Board issued Statement No. 141, "Business
  Combinations," and Statement No. 142, "Goodwill and Other Intangible
  Assets". Statement No. 141 requires all business combinations to be
  accounted for using the purchase method of accounting as use of the pooling-of-interests
  method is prohibited. In addition, this Statement requires that negative goodwill
  that exists after the basis of certain acquired assets is reduced to zero should
  be recognized as an extraordinary gain. The provisions of this Statement apply
  to all business combinations after June 30, 2001. Statement No. 142 prescribes that goodwill associated with
  a business combination and intangible assets with an indefinite useful life
  should not be amortized but should be tested for impairment at least annually.
  The Statement requires intangibles that are separable from goodwill and that
  have a determinable useful life to be amortized over their determinable useful
  life. The provisions of this Statement will become effective for the Company
  in January 2002. Upon adoption of this statement, goodwill and other intangible
  assets arising from acquisitions completed before July 1, 2001, should be accounted
  for in accordance with the provisions of this statement.In June of 2001, the Financial Accounting Standards Board
  issued Statement 143, "Accounting for Asset Retirement Obligations",
  which addresses the financial accounting and reporting for obligations associated
  with the retirement of tangible long-lived assets and the associated asset retirement
  costs. This Statement requires that the fair value of a liability for an asset
  retirement obligation be recognized in the period in which it is incurred if
  a reasonable estimate of fair value can be made. The associated asset retirement
  costs are capitalized as part of the carrying amount of the long-lived asset.
  This statement will become effective for the Company on January 1, 2003.
  In August of 2001, the Financial Accounting Standards Board
  issued Statement 144, "Accounting for the Impairment of or Disposal of
  Long-Lived Assets". This statement supersedes FASB Statement No. 121, "Accounting
  for the Impairment of Long-Lived Assets and for Long -Lived Assets to Be Disposed
  of", and the accounting and reporting provisions of APB Opinion No. 30,
  "Reporting the Results of Operations - Reporting the Effects of Disposal
  of a Segment of a Business, and Extraordinary, Unusual and Infrequent Occurring
  Events and Transactions for the disposal of a segment of a business". This
  Statement also amends ARB No. 51, "Consolidated Financial Statements".
  The provisions of this statement will be effective for the Company on January
  1, 2002. CONESTOGA ENTERPRISES, INC. The effect
  of the adoption of these statements on the Company's financial condition or
  results of operations have not been determined. NOTE 7: OTHER Certain items of the September 30, 2000 consolidated financial
  statements have been restated to conform to the September 30, 2001 financial
  statements. There was no impact on net income. Inventories, at average cost, are both material and supplies
  used to provide service, and equipment held for resale. MANAGEMENT'S DISCUSSION AND
  ANALYSIS OF THE QUARTERLY INCOME STATEMENTSOverview
   During
  the third quarter of 2001, the Company's net income was $805 thousand, $0.09
  per common share, compared with $563 thousand, $0.05 per common share, in the
  second quarter 2001 and $771 thousand, $0.08 per common share, in the third
  quarter of 2000. The third quarter of 2001 and 2000 included $360 and $321 thousand,
  respectively, pre tax gain on the sale of certain investment securities.
   Net income for the first nine months of 2001 was $2.342 million
  compared with $2.512 million for the first nine months of 2000. The Company's net income for the first nine months of 2001
  included an after tax gain of $238 thousand and the first nine months of 2000
  included an after tax gain totaling $1.4 million from the sale of investment
  securities. The Company's net income for the first nine months of 2001
  included one-time acquisition costs of $768 thousand from the proposed merger
  with NTELOS and the first nine months of 2000 included $859 thousand in one-time
  acquisition costs associated with the acquisition of TeleBeam, Inc.
  CONESTOGA ENTERPRISES, INC. The Company's net income for the first nine months of 2001
  and 2000 were negatively impacted by the operating expenses of Conestoga Wireless
  Company's wireless telecommunications system, known as Personal
  Communications Service ("PCS"), and the operating expenses of the
  long distance and competitive local exchange services of CEI Networks, Inc.
  Both segments of the business have shown total operating revenue improvements
  during the first nine months of 2001 when compared with the first nine months
  of 2000. The wireless PCS operating revenue increased 87% during this period
  and the customer base increased 23% from December 31, 2000, with about nineteen
  thousand customers as of September 30, 2001. The CLEC revenues increased 212%
  when comparing the two periods, and the customer base increased in excess of
  5,700 lines with over 16,600 lines in service on September 30, 2001. Long distance
  revenues declined 7% during the first nine months 2001 mostly due to pricing
  competition and lower minutes of use. The access lines in service of the Company's local exchange
  carriers at the end of the first nine months of 2001 and 2000 were 84,509 and
  81,804 respectively, an increase of 3.3% during the twelve month period.
  The Company's subscriber and access line data as of September
  30, 2001 and December 31, 2000 is as follows:

|                                | September
      30 | Dec.
      31 |       
|------------------------------- | ------------------ | ------------- | ------
|                                | 2001               | 2000          | change
|LEC
      Lines                 | 84,509             | 82,844        | +2%   
|CLEC
      Lines                | 16,635             | 10,928        | +52%  
|PCS
      Subscribers           | 18,976             | 15,405        | +23%  
|Long
      Distance Subscribers | 40,545             | 36,754        | +10%  
|Paging
      Lines              | 5,475              | 5,904         | -7%   
|DSL
      Subscribers           | 1,214              | 567           | +114% 
|Cable
      Modem Subscribers   | 871                | 350           | +149% 
|Video Subscribers               | 2,906              | 2,561         | +14%  

CONESTOGA ENTERPRISES,
  INC.

RESULTS
  OF OPERATIONS

|REVENUES                                                                     |                                          |      
|---------------------------------------------------------------------------- | ---------------------------------------- | -----
|Operating Revenues:                                                          |                                          |      
|                                                                             | Increase/(Decrease)
      (in thousands)
|Third Quarter Ended  September 30, 2001 compared
      to September 30, 2000 |                                          |      
|Telephone Wireline Services                                                  | $ 692                                    | 5.3% 
|Wireless Communication Services                                              | 800                                      | 64.2%
|Competitive Local Exchange and                                               |                                          |      
|Long Distance Services                                                       | 350                                      | 6.4% 
|Other Telecommunications Revenues                                            | 1,014                                    | 62.9%
|Total                                                                        | 2,856                                    | 13.4%
|                                                                             |                                          |      
|Nine Months Ended  September 30, 2001 compared to September 30, 2000         |                                         
|Telephone Wireline Services                                                  | $1,370                                   | 3.6% 
|Wireless Communication Services                                              | 2,274                                    | 70.2%
|Competitive
      Local Exchange andLong Distance Services                   | 871                                      | 5.3% 
|Other Telecommunications Revenues                                            | 225                                      | 3.3% 
|Total                                                                        | 4,740                                    | 7.3% 

|Operating Expenses                                                               
|---------------------------------------------------------------------------------
|Third Quarter Ended
      September 30, 2001 compared
      to September 30, 2000
|                                                                                 
|Cost
      of Services (exclusive of Depreciation
      and Amortization below)  
|Cost
      of Sales                                                              
|Depreciation
      and Amortization                                              
|Selling,
      General and Administrative                                        
|Total                                                                            
|                                                                                 
|Nine
      Months Ended  September 30, 2001 compared to September 30, 2000       
|Cost
      of services (exclusive ofDepreciation
      and Amortization below)   
|Cost
      of Sales                                                              
|Depreciation
      and Amortization                                              
|Selling,
      General and Administrative                                        
|Total                                                                            

Operating
  expenses increased 15.9% during the third quarter of 2001 from the third quarter
  of 2000. The telephone wireline operating expenses during the third quarter
  2001 were 4% lower when compared with the third quarter of 2000, mostly in labor
  related charges and access costs. The wireless communication segment's operating
  expenses during the third quarter 2001 increased 22% over the third quarter
  of 2000, and the competitive local exchange and long distance service segment's
  operating expenses increased 16%. The other telecommunications segment's operating
  expenses for the third quarter 2001 were 40% greater than the third quarter
  of 2000 mostly due to corporate acquisition costs. Cost of Services The increase in cost of operations during the third quarter
  of 2001 was caused in large part by the expansion of the Company's PCS, long
  distance and CLEC businesses. CEI Networks' long distance cost of operations
  declined 4%, or $121 thousand, mostly due to more favorable rates charged by
  the long distance carriers that provide its long distance access. CEI Networks'
  competitive local exchange service costs during the third quarter 2001 increased
  dramatically over the third quarter of 2000, up $617 thousand, due to the demand
  for service with the return of the college students at State College, Pa. Conestoga
  Wireless' PCS costs increased 34%, which was directly related to increased network
  transport and operations. Infocore's operating costs increased 13% mostly due
  to customer service operations. The telephone companies cost of operations together
  were lower by 4% or $154 thousand . In total, cost of operations expense during
  the third quarter of 2001 increased 10% from the second quarter of 2001.
  Cost of Sales The
  increase in cost of sales during the third quarter of 2001 was a direct result
  of the dramatic increase in sale of telecommunications equipment from Infocore,
  Inc. Infocore's cost of sales increased 120% or $446 thousand over the third
  quarter of 2000. The telephone companies cost of sales during the third quarter
  2001 were 16% or $95 thousand lower than the third quarter of 2000 and the wireless
  cost of sales were $47 thousand or 15% greater. In total, cost of sales expense
  during the third quarter of 2001 increased 12% from the second quarter of 2001. 
    
    
    Depreciation and Amortization
  Depreciation
  and amortization expenses include charges from all of the business segments.
  The slight decrease in depreciation and amortization expense for the third quarter
  2001 when compared with the third quarter of 2000 is due in part to the sale
  and lease back of the wireless company's towers. Depreciation and amortization
  expense for the first nine months of 2001 was 6% greater than the first nine
  months of 2000.  Selling, General and Administrative
  The
  Company and all of its subsidiaries incur selling, general and administrative
  expenses. Selling expenses include customer care expenses along with advertising
  and marketing. General and administrative expenses include executive, accounting
  and finance, information technology expenses, and taxes other than income taxes.
  When comparing the third quarter 2001 with the third quarter of 2000, the increase
  is primarily due to one-time costs related to the proposed merger of CEI with
  NTELOS. Also, increased selling, general and administrative costs were incurred
  with the CLEC/LD business, which increased 33%, and the wireless business, which
  increased 38%. Most of these increases occurred in Customer acquisition costs
  and other shared corporate charges. When comparing the third quarter of 2001
  with the third quarter of 2000, the telephone companies' selling general and
  administrative costs declined 8%, mostly the result of an allocation study for
  shared corporate services for sales and marketing, human resource and management
  information personnel. Selling, general and administrative expenses for the
  third quarter 2001 were 21% greater than the second quarter 2001.

|Operating
      Income                                                            | Increase (Decrease) (in
      thousands)
|--------------------------------------------------------------------------------- | ----------------------------------------
|Third
      Quarter Ended September 30, 2001 compared
      to September 30, 2000 | $
      (110)                           
|                                                                                  |                                         
|Nine
      Months Ended September 30, 2001 compared
      to September 30, 2000   | 1,437                                   

Operating
  income during the third quarter of 2001 compared with the third quarter of 2000
  reflects improvement from the telephone companies and the wireless company but
  declining results from the CLEC/LD subsidiary of the Company, and also reflects
  corporate related acquisition costs as mention above. The Company's telephone
  wireline business provided an operating income of $6.5 million in the third
  quarter of 2001 compared with an operating income of $5.2 million in the third
  quarter of 2000, and $18 million during the first nine months of 2001. The continued
  expansion of the Company's CLEC and PCS business produced negative operating
  results in both periods. The CLEC and long distance business recorded an operating
  loss of $1.214 million during the third quarter of 2001 compared with an operating
  loss of $401 thousand in the third quarter of 2000, and for the first nine months
  of 2001 recorded an operating loss of $2.8 million. The wireless PCS business
  incurred an operating loss of $1.9 million during the third quarter of 2001
  compared with an operating loss of $2.0 million for the same period of 2000,
  and for the first nine months of 2001 incurred an operating loss of $5.9 million.
  Consolidated operating income for the third quarter of 2001 was 6%, or $161
  thousand, less than the second quarter of 2001. However the operating income
  for the first nine months of 2001 was 21% greater than for the same period the
  previous year. Other Income (Deductions), Net Other
  income (deductions) when comparing the third quarter of 2001 with the third
  quarter of 2000 reflects less interest expense and interest income, more favorable
  results from the unconsolidated partnership interest, and greater gain on sale
  of investment securities. When comparing Other income (Deductions) for the first
  nine months of 2001 with the first nine months of 2000 the largest variance
  is in gain on sale of securities. There were more securities liquidated in 2000
  which resulted in a pre tax gain of $2.118 million compared with $360 thousand
  in the first nine monhs of 2001. Interest expense during the first nine months
  of 2001 was impacted by the receipt of patronage refund of $150 thousand associated
  with one of the debt obligations. 
    Income Taxes Income
  taxes incurred during the third quarter of 2001 were $32 thousand less than
  the third quarter of 2000, but for the first nine months of 2001 were $515 thousand
  less the first nine months of 2000 resulting from lower pre-tax income. The
  Company's effective tax rate (income tax expense as a percentage of income before
  income taxes) was 48.1% and 50.2% for the third quarter of 2001 and 2000, respectively,
  and 51.4% and 54.3% for the first nine months of 2001 and 2000, respectively.
  The effective tax rate takes into consideration a valuation allowance on state
  net operating losses and the relationship of nondeductible goodwill amortization
  and merger costs to pretax income. NET INCOME

|                                                                                  | Increase (Decrease) (in
      thousands)
|--------------------------------------------------------------------------------- | ----------------------------------------
|Third
      Quarter Ended September 30, 2001 compared
      to September 30, 2000 | $ 34                                    
|                                                                                  |                                         
|Nine
      Months Ended September 30, 2001 compared
      to September 30, 2000   | (170)                                   



|FINANCIAL CONDITION                     |                |         
|--------------------------------------- | -------------- | --------
|                                        |                |         
|Liquidity
      and Capital Commitments |                |         
|                                        |                |         
|Nine Months Ended September 30,         | 2001           | 2000    
|                                        | (in thousands)
|Cash Flows From (Used In):              |                |         
|Operating activities                    | $ 8,143        | $ 12,126
|Investing
      activities              | 1,200          | (20,585)
|Financing
      activities              | (8,609)        | 17,656  

1. (See Attached)

|DATE
      November 15, 2001                           | \s\
      Albert H Kramer    
|------------------------------------------------------ | -----------------------------
|                                                       | Albert
      H Kramer        
|                                                       | President                    
|                                                       |                              
|DATE
      November 15, 2001 \s\ Donald R Breitenstein | Donald
      R Breitenstein  
|                                                       | Sr.
      Vice President/    
|                                                       | Chief
      Financial Officer