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, 1997        Commission File Number  0-24064

        CONESTOGA ENTERPRISES, INC.
(Exact name of Registrant as specified in its charter)

     PENNSYLVANIA                                          23-2565087
         (State of Incorporation)                     (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, 1997, the number of shares of Common Stock, par value
$5.00, outstanding was 4,693,976.



        CONESTOGA ENTERPRISES, INC.

   CONSOLIDATED BALANCE SHEETS ( UNAUDITED )

September 30, 1997,  September 30, 1996 and December 31, 1996

                              ASSETS
                                            9/30         9/30         12/31
                                            1997        1996          1996
                                                                                
Current Assets
 Cash and Cash Equivalents              $8,276,758   $2,705,565   $1,956,554
 Accounts receivable, including unbilled
  revenue                                7,747,937    7,317,433    6,888,667
 Inventories, at average cost            1,071,701    1,184,542      867,205
 Prepaid expenses                          232,537      218,949      206,351
                                                                               
           Total Current Assets         17,328,933   11,426,489    9,918,777
                                                                                
Investments and Other Assets
 Cost in Excess of Net Assets of
 Business Acquired                      39,958,098   38,643,227   38,337,140
 Investments in partnerships             3,748,894    3,255,260    3,377,027
 Investments in equity securities        1,885,651    1,466,842    1,622,107
 Prepaid Pension Costs                   2,320,488    2,110,352    2,148,700
 Other                                     506,150    1,562,580    1,513,920
                                                                                
                                        48,419,281   47,038,261   46,998,894
                                                                                
     Plant
       In Service                      126,471,252  117,255,941  123,137,474
       Under Construction                1,977,109    2,573,732      557,293
                                                                                
                                       128,448,361  119,829,673  123,694,767
       Less accumulated depreciation    65,757,213   56,969,206   60,760,620
                                                                                
                                        62,691,148   62,860,467   62,934,147
                                                                                

Total Assets                          $128,439,362 $121,325,217 $119,851,818
                                                                                


    SEE NOTES TO  CONSOLIDATED FINANCIAL STATEMENTS




        CONESTOGA ENTERPRISES, INC.

   CONSOLIDATED BALANCE SHEETS ( UNAUDITED )

September 30, 1997,  September 30, 1996 and December 31, 1996

LIABILITIES AND STOCKHOLDERS' EQUITY
                                            9/30         9/30         12/31
                                            1997        1996          1996
                                                                               
Current Liabilities
   Notes payable                                $0           $0           $0
   Current maturities of long term debt  3,000,000    2,971,000      831,000
   Accounts payable                      3,340,028    3,211,530    2,769,189
   Accrued:
             Taxes                       2,148,518            0            0
             Interest                       51,675       39,780            0
             Payroll & Vacation Pay        891,643      623,343      855,981
   Advance billings/Customer Deposits      882,023    1,167,627      307,806
                                                                               
           Total Current Liabilities    10,313,887    8,013,280    4,763,976
                                                                               
Long Term Liabilities
Long Term Debt, less Current Maturities 23,500,000   25,175,500   27,218,000
   Accrued Post Retirement Cost            710,887      558,980      596,742
   Other                                   751,210      884,585      834,201
                                                                                
                                        24,962,097   26,619,065   28,648,943
                                                                               
Deferred Income Taxes                    9,341,023    9,873,337   10,185,015
                                                                               
Minority Interest                                0      420,169      400,198
                                                                               
Convertible\Redeemable Preferred Stock
   Par value $65 per share; authorized
   900,000 shares; issues and
   outstanding 196,618 sh               12,780,170   12,780,170   12,780,170
                                                                               
Common Stockholders' Equity                               
  Common Stock  par value $5 per share;
  authorized 10,000,000 shares; issued;
    9/30/97   9/30/96       12/31/96
  4,775,301  4,568,500     4,568,500    23,876,505   22,842,500   22,842,500
  Additional Paid-In Capital            24,709,944   20,420,005   20,420,005
  Retained earnings                     23,834,013   20,165,938   20,863,934
  Net unrealized appreciation on 
           marketable equity securitie     543,615      190,753      315,602
  Less cost of treasury stock;  
  9/30/97  81,325 shs.  12/31/96
   58,400 shs                           (1,921,892)           0   (1,368,525)
                                                                               
                                        71,042,185   63,619,196   63,073,516
                                                                               
Total Liabilities and Stockholders'
            Equity                    $128,439,362 $121,325,217 $119,851,818
                                                                               
    SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



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

                                  THREE MONTHS ENDED        NINE MONTHS ENDED
                                    SEPTEMBER 30              SEPTEMBER 30
                                 1997         1996         1997        1996
                                                                                
Operating Revenues:
    Local  Service           $2,324,011   $2,119,495   $6,807,656  $5,318,903
    Access Service            6,505,797    5,851,073   18,226,958  13,816,913
    Long Dist. Service        2,400,347    2,360,220    7,197,959   6,589,352
    Nonreg. Sales & Lease     4,395,719    1,739,422    8,813,839   4,177,910
    Miscellaneous               245,294      213,497      763,173     609,696
                                                                               
                             15,871,168   12,283,707   41,809,585  30,512,774
                                                                                


Operating Expenses:
    Plant Operations          1,505,200    1,449,372    5,135,797   3,957,482
    Depreciation and
    Amortization              2,523,762    2,182,064    7,185,063   5,155,759
    Customer Operations       2,076,517    1,902,474    6,321,771   5,193,692
    Corporate Operations      1,240,107      872,227    3,115,512   2,259,039
    Nonreg. Sales & Lease     3,835,423    1,028,988    7,050,757   2,488,188
    Taxes, other than income    562,563      457,882    1,533,372   1,179,791
                                                                                
                             11,743,572    7,893,007   30,342,272  20,233,951
                                                                               
        Operating Income      4,127,596    4,390,700   11,467,313  10,278,823
                                                                               
Other Income(Deductions), Net:
    Interest Expense           (519,660)    (538,037)  (1,577,760)   (762,659)
    Income from unconsolidated
     partnerships interests     335,409      204,088    1,024,423     813,390
    Gain on sale of partnership
  interests  and other assets 1,983,038            0    1,983,038           0
    Other, Net                  272,165      152,650      472,146     268,393
                                                                               
                              2,070,952     (181,299)   1,901,847     319,124
                                                                               
 Income Before Income Taxes   6,198,548    4,209,401   13,369,160  10,597,947

Income Taxes                  2,735,682    1,806,070    5,956,801   4,512,575
                                                                               
  Income Before Minority
          Interest            3,462,866    2,403,331    7,412,359   6,085,372

Minority Interest in net loss 
                of Subsidiary         0        2,144       10,400      33,198
                                                                                
        Net Income           $3,462,866   $2,405,475   $7,422,759  $6,118,570
                                                                                

Earnings per common share        $0.70        $0.49        $1.51       $1.41
Dividends per common share       $0.305       $0.30        $0.905      $0.90

    * Some amounts have been adjusted for comparative purposes.


        CONESTOGA ENTERPRISES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOW (UNAUDITED)
NINE MONTHS ENDED SEPTEMBER  30, 1997 AND 1996

                                               1997                  1996
Cash Flows from Operating Activities
  Net Income                                  $7,422,759          $6,118,570
  Adjustments to reconcile net income
  to net cash provided by operating activities:
 Depreciation  and Amortization               $7,610,071          $5,581,379
 Income from unconsolidated partnership
 interests                                    (1,024,423)           (813,390)
 Minority interest in loss of subsidiary         (10,400)            (33,198)
 Gain on sale of assets                       (1,983,038)                  0
    Changes in assets and liabilities:
        (Increase) decrease in:
    Accounts Receivable                          147,222            (946,659)
   Material and supplies                         (38,714)            120,727
   Prepaid expenses                               (2,756)            741,082
   Prepaid pension costs                        (171,788)           (127,057)
   Other Assets                                  155,747              88,529
        Increase (decrease) in:
   Accounts Payable                               (4,714)         (1,026,236)
   Accrued expenses and other current liabil   2,503,783             647,833
   Other liabilities                              31,154            (351,100)
    Deferred income taxes                       (299,992)           (377,632)

                                               6,912,152           3,504,278

     Net cash provided by
                operating activities          14,334,911           9,622,848
                                                                               
Cash Flows From Investing Activities
    Purchase of Plant, net of removal
               costs and salvage              (6,244,507)         (4,971,867)
    Proceeds from surrender of Life
             Insurance Policy                    427,015                   0
    Capital investments in unconsolidated
           partnershp interests                 (237,000)           (300,000)
    Proceeds from sale of partnership
            interest and other Assets          3,428,686                   0
  Capital distributions from unconsolidated
          partnershp interests                         0             110,400
    Acquisition of business, net of cash
             and cash equival                    965,231         (20,154,908)
                                                                               
Net cash used in investing activities         (1,660,575)        (25,316,375)
                                                                                
Cash Flows From Financing Activities
   Proceeds from long-term borrowing           5,000,000          22,000,000
   Principal payments on long term borrowing  (6,549,000)           (292,500)
   Borrowing on line of credit                         0           1,400,000
   Principal payments on line of credit                0          (1,900,000)
   Proceeds from issuance of stock under the
           dividend reinvestment plan            436,002                   0
   Common and preferred dividends paid        (4,452,682)         (3,679,903)
   Purchase of common stock for the treasury    (788,452)                  0
   Minority interest investment in subsidiary          0             200,000
                                                                               
     Net cash provided by (used in)
     financing activities                     (6,354,132)         17,727,597
                                                                               
         Increase (decrease) in cash and
             cash equivalents                  6,320,204           2,034,070
Cash and cash equivalents
          Beginning                            1,956,554             671,495
                                                                               
          Ending                              $8,276,758          $2,705,565
                                                                               
        CONESTOGA ENTERPRISES, INC.
Consolidated Statement of Cash Flow (Unaudited) continued
NINE  MONTHS ENDED SEPTEMBER  30, 1997 AND 1996
                                                   1997                 1996
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
   Cash Payments for:
       Interest                               $1,494,941            $780,975
                                                                              
       Income Taxes                           $4,343,890          $4,855,821
                                                                             


SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND
FINANCING ACTIVITIES

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

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 nine months period ended September
30, 1997 are not necessarily indicative of the results to be expected for the
full year.

NOTE 2: LONG TERM DEBT
 Long term debt is summarized as follows:
                                          9/30/97     9/30/96    12/31/96
   Promissory note, interest payable
   monthly at prime, with a ceiling 
   of 8.5%                                     $0   $2,500,000   2,500,000

   Promissory note, interest payable
   monthly at prime, with a ceiling     
   of 8.4%                                      0    2,242,500   2,145,000

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

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

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

   Promissory note,  interest payable
   quarterly at 6.89%. Quarterly principal
   payments of $250,000 through   
   February 1, 2002 unsecured.          4,500,000            0           0

                                      $26,500,000   $28,146,500 $28,049,000
     Less current Maturities            3,000,000     2,971,000     831,000

                                      $23,500,000   $25,175,500 $27,218,000
                                       
CONESTOGA ENTERPRISES, INC.
NOTE 3: ACQUISITIONS
 On May 31, 1996, Conestoga Enterprises, Inc. (CEI) acquired all of the
outstanding shares of Buffalo Valley Telephone Company (BVT) an independent
local exchange carrier which provides both regulated and nonregulated
communication services in Central Pennsylvania.  The consideration for the
stock included 196,618 shares of CEI $3.42 Series A Preferred Stock, 719,578
shares of CEI Common Stock, and approximately $25 million in cash.

 The acquisition has been accounted for as a purchase and the results of
operation of BVT since the date of acquisition are included in the
consolidated financial statements.  The excess of the purchase price over the
book value acquired of $39,451,159 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 No. 16 "Business Combinations" which requires
adjusting assets and liabilities to their fair values and which is applicable
for nonregulated entities.

  On May 1, 1997, the Company acquired all of the outstanding shares of
Infocore, Inc. (INF), a telecommunications company based in King of Prussia,
Pennsylvania.  The Company issued 199,923 shares of common stock to Infocore,
Inc. Shareholders as consideration for all outstanding shares of Infocore,
Inc. Stock.

 The acquisition has been accounted for as a purchase and the results of
operations of INF since that date are included in the consolidated financial
statements.  The excess of the purchase price over the book value acquired of
$2,722,155 is being amortized over 36 months using the straight line method.

NOTE 4: OTHER
 Certain items of the September 30, 1996 consolidated financial statements
have been restated to conform to the September 30, 1997 financial statements. 
There was no impact on net income.

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







CONESTOGA ENTERPRISES, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF THE QUARTERLY INCOME STATEMENTS

       
RESULTS OF OPERATIONS
   Net income during the first nine months of 1997 was $7,422,759, a 21.3%
increase over the net income of the same period of 1996.  The consolidated
financial statements of the Company and its subsidiaries for the period
include net incomes as follows:

       Local Exchange Carriers          $ 5,801,519
       Parent Company and Others*       $ 1,621,240
        *Including various subsidiaries that provide long distance, 
         paging, and personal communication services, sell and lease        
         of telecommunications equipment and design and install    
         telecommunications systems.

 The net income for the third quarter includes a gain of $1.8 million on the
sale of the Company's interest in the Lancaster Area Cellular Enterprises
(LACE), a joint venture that provides cellular telephone services in the
Harrisburg, Lancaster and York metropolitan areas. 
       
Operating Revenues
  Operating revenues through the third quarter of 1997 were $41,809,585, a    
 37.0% increase over the same period of 1996.  Operating revenues were
$15,871,168 during the third quarter of 1997, a 15.4% increase over the second
quarter of 1997, and a 29.2% increase over the third quarter of 1996.

 The increased operating revenues through the third quarter of 1997 resulted
primarily from the acquisitions of Buffalo Valley Telephone Company (BVT)
effective May 31, 1996 and Infocore, Inc. (INF) effective May 1, 1997  and the
inclusion of their operating revenues in the Company's consolidated revenues.

 The increases in operating revenues by category were as follows:

                                                                
                                   Increase/(Decrease)         %

       Local Service                    $ 1,488,753          28.0%      

       Access Service                   $ 4,410,045          31.9%
       Long Distance Service            $   608,607           9.2%
       Nonregulated Sales 
       and Lease                        $ 4,635,923         111.0% 
       Miscellaneous (net of
       uncollectible)                   $   153,477          25.2%

CONESTOGA ENTERPRISES, INC.
  Local service revenues include regulated revenues of Conestoga Telephone
Company (CTT), BVT, and Conestoga Mobile Systems (CMS), all three of which
achieved increases in local service revenues during the first three quarters
of 1997.  Combined local service revenues were 2.8% higher in the third
quarter than in the second quarter of 1997 and 9.6% higher than in the third
quarter of 1996.

  The increase in local service revenues directly reflects the  increase in
the number of access lines.  3,138 additional access lines were placed in
service by the three companies during the first three quarters of 1997 with
the result that as of September 30, 1997, the Company had a total of 75,404
access lines in service, comprised of 50,411 in CTT,  5,174 in CMS, and
19,819 in BVT.  The rate of increase in the number of access lines through
the third quarter of 1997 set a record for CTT.  Much of the increase was due
to the installation of residential second lines and the increased demand for
custom calling service features.

 The Company's total access revenues in the third quarter of 1997 were
$6,505,797, 11.2% higher than during the third quarter of 1996.  CTT's access
service revenues continued to grow during the third quarter due to an increase
in excess of 20% in interlata minutes of use through the network compared to
the same period in 1996.  CTT's access service revenues through the third
quarter of 1997 totaled $12,539,761, a 7.8% increase over its access service
revenues during the same period of 1996; and BVT's access service revenues
through the third quarter of 1997 totaled $5,687,197, a 14.2% increase over
its access service revenues during the same period of 1996.

  Long distance service revenues include CTT's and BVT's intralata toll
revenues and Conestoga Communications, Inc's. (CCI) (formally Northern
Communications, Inc.) resale of long distance service revenues and,
commencing on August 1, 1997, CCI's long distance service revenues.  On
August 1, 1997, CCI commenced providing long distance services directly to
its customers.  During the first three quarters of 1997, BVT contributed
$1,325,082 in long distance service revenues, compared to its contribution of
$631,456 during the same period of 1996.  Long distance revenues of the
Company were about the same during the third quarter of 1997 when compared to
the second quarter.

  Nonregulated Sales and Lease Revenues include CTT's,  BVT's sale and lease
of telephone equipment and directory advertising, CMS's sale and lease of
pager and cellular equipment, and INF's equipment sales and other services.
CTT's and CMS's nonregulated sales and lease revenues decreased during the
first three quarters of 1997, from the first three quarters of 1996.  During
the first three quarters of 1997, BVT contributed $2,423,947 in nonregulated
revenues  compared to its contribution of $ 851,204 in the same period of
1996.  INF

CONESTOGA ENTERPRISES, INC.
contributed $3.0 million of nonregulated revenues during the last two months
of the second quarter and the entire third quarter.  Nonregulated revenues
during the third quarter of 1997 were 52.8% higher than during the second
quarter of 1997, primarily as a result of the acquisition of INF.

  Miscellaneous revenues include CTT's and BVT's billing and collection
revenues.  CTT's miscellaneous revenues were similar during the first three
quarters of 1997 and 1996.  The increase in the consolidated miscellaneous
revenues was caused by the acquisition of BVT, which contributed $162,090
during the period.  During the third quarter of 1997, miscellaneous revenues
fell by  .9% compared with the second quarter of 1997.

Operating Expenses 

  Operating Expenses were $30,342,272 through the third quarter of 1997, an
increase of 50.0% over the first three quarters of 1996.  During the third
quarter of 1997, operating expenses increased 15.4% over the second quarter
of 1997, and 48.8% over the third quarter of 1996.
       
  The increase in operating expenses through the third quarter of 1997
primarily reflects the acquisitions of BVT and INF and the goodwill
amortization resulting therefrom.  The increases are comprised of the
following:

                                Increase/(Decrease)            %
       Plant Operations              $ 1,178,315            29.8%
       Depreciation and
       Amortization                  $ 2,029,304            39.4%
       Customer Operations           $ 1,128,079            21.7%
       Corporate Operations          $   856,473            37.9%
       Nonregulated Sales and
       Lease                         $ 4,562,569           183.4%
       Operating Taxes               $   353,581            30.0%

 Plant operations expenses include regulated expenses of CTT, BVT, and CMS. 
CTT's plant operations expenses through the third quarter of 1997 increased
over the same period of 1996, partially due to a digital switch software
upgrade costing $450,000 during the second quarter.  The acquisition of BVT
added $1.5 million to plant operations expenses, including a digital switch
software upgrade costing $265,000 during the second quarter of 1997.  For the
most part, digital switch software upgrades are annual expenses.  During the
third quarter of 1997, plant operations expense decreased 21.2% when compared
with  the second quarter of 1997, due to the software additions mentioned
above.

 Depreciation and amortization expenses include charges from CTT, CMS, BVT,

CONESTOGA ENTERPRISES, INC.
and INF.  CTT and BVT experienced normal increases in depreciation expenses
through the third quarter of 1997 compared with the same period of 1996.  The
acquisition of BVT added $1.7 million in depreciation expense and $723,000 in
goodwill amortization expense for 1997.  During the two months of the second
quarter that INF was a subsidiary of the Company and the third quarter of
1997, INF added depreciation and amortization expenses of $433,229, of which
$378,076 was goodwill amortization.  Depreciation and amortization expenses
were 4.5% higher during the third quarter of 1997 than the second quarter of
1997.

 Customer operations expenses, which include expenses of CTT, BVT, and CMS, 
increased 21.7% through the third quarter of 1997 compared with the same
period of 1996.  BVT's customer operations expenses increased $224,413, a
15.8% increase over the same period of 1996, due to one time charges for set
up costs of a new billing system.  CTT's expenses were about even with the
same period of 1996.  Customer operations expenses during the third quarter
were about even with the second quarter of 1997.

  Corporate operations expenses through the third quarter of 1997 increased
37.9% over the same period of 1996, due to changes in the expense allocations
of certain operating officers of the Company and the addition of a Vice
President Regulatory and External Affairs during the second quarter of 1996.
BVT's corporate operations expenses were $701,932 for the period.  Corporate
operations expenses increased 24.3% during the third quarter of 1997 compared
with the second quarter of 1997.

 Nonregulated sale and lease expenses, including expenses for CTT, BVT, CMS,
and INF, were $4,562,569 higher through the third quarter of 1997 compared
with the same period of 1996.  The increase is primarily due to the
acquisitions of BVT and INF, which accounted for $2,324,364 and $2,696,537,
respectively, in nonregulated expenses of the Company through the third
quarter of 1997.

  Taxes, other than income, increased 30.0% through the third quarter of 1997
compared with the same period of 1996, due to the acquisitions of BVT and INF.
Operating taxes increased 13.3% during the third quarter of 1997 compared with
the second quarter of 1997.

Other Income (Deductions), Net
 Interest expense, including expenses of CTT, CEI, and BVT, through the
third quarter of 1997 increased by $815,101 when compared with the same period
of 1996.  The interest expense for the period reflects the additional long
term debt financing required for the acquisition of BVT.

CONESTOGA ENTERPRISES, INC.
  On June 1, 1997, BVT, using internally generated funds, paid off the
balance of $1,404,000 of funded debt in the form of long-term notes issued
May, 1978, with annual interest of 8.5%.

   On January 31, 1997, CTT borrowed $5.0 million, from a local bank, the
terms of which require quarterly interest and principal payments through May,
2002 with interest at the rate of 6.89% per annum.  The funds were used to pay
off existing more expensive debt of CTT.

   On September 5, 1997, a subsidiary of the Company sold the Company's 10%
partnership interest in LACE, a joint venture which provides cellular service
in the Harrisburg, Lancaster and York metropolitan areas, for $2,779,456.  The
gain on the sale of $1.8 million  is included in the consolidated income of
the Company. The Company disposed of this minority interest to provide funds
for the build out of its Personal Communications Service (PCS) network which
will become operational during 1998.

  The earnings of LACE during 1997 through the date of the sale, included in
the consolidated financial statements, were $158,277 compared with $168,591
for the same period of 1996.

  The before tax earnings of the Company's interest in Berks Reading Area
Cellular Enterprises (BRACE) were $1,018,800 through the third quarter of
1997, which ia an increase of 41.2% over its earnings during the same period
of 1996.

  CTT's interest in Penteledata Limited Partnership I, which primarily
provides access to the Internet, recorded a before tax loss of $152,690
through the third quarter of 1997.

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

Income Taxes
  Income taxes for the first three quarters of 1997 were $6.0 million, an
increase of 32.0% over the same period of 1996.  When comparing the third
quarter of 1997 with the second quarter of 1997,  income taxes increased
61.7%, due in part to the one time gain on the sale of LACE.

Financial Condition
  The cash and cash equivalents for the first nine months of the current year
increased by $6,320,204, part of which is the result of the sale of LACE.
The net

CONESTOGA ENTERPRISES, INC.
cash provided by operating activities increased by 49% to  $14.3 million,
compared with $9.6 million for the first nine months of 1996.  As of September
30, 1997, the Company had available lines of credit with two regional banks 
totaling $15 million.
     
  Capital expenditures through the third quarter were financed primarily by 
internally generated funds.  No outside short term borrowing was required
during the first three quarters of 1997.
 
  Management believes that, except for the development and construction of
the Personal Communications Services (PCS) network, the cash provided from
operations will be sufficient to fund current capital projects.  The
development and construction of the PCS infrastructure, which is likely to
cost as much as $30 million by December 31, 1998, will necessitate additional
long term debt or capital in late 1997 or early 1998.  The Company's cash
flow is greater than net income for financial reporting purposes as a result
of the amortization of goodwill from the acquisitions of BVT and INF as
expense deductions for financial reporting purposes without actual cash
outlays therefor.  The annual amortization of the goodwill of BVT and INF will
be approximately $1,871,500.

  The $22 million of Senior Notes are unsecured but impose certain financial
covenants upon the Company, including, but not limited to, restrictions upon
types of investments, the amount of dividends paid and the incurrance of
additional debt by the Company and its subsidiaries.  The Company is currently
in compliance with all loan covenants. 

  The holders of the preferred stock may convert it into common stock at any
time and may redeem it after May 31, 1998, at $65 per share.  The Company
believes that internally generated cash flow, along with existing lines of
credit, will be adequate to fund any cash requirements for the redemption of
preferred stock.

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

  As of September 30, 1997, the Company's debt (including the CEI $3.42
Series A Preferred Stock) to equity ratio was 36% debt to 64% equity.

Other
  PCS SERVICE; During the first quarter of 1997 CWC was a successful bidder
in the Federal Communication Commission (FCC) Personal Communication Services
(PCS) radio spectrum D, E, and F Block Auction in four basic trading areas,
covering nine counties in Pennsylvania and a population of 840,000.  The
licenses were granted during the second quarter of 1997.  CWC has selected
the

CONESTOGA ENTERPRISES, INC.
equipment which it will use to operate the wireless system and the system is
currently under construction.  The PCS network will require significant
investment of capital which could be funded by additional debt, or equity, or
a combination of the two.  The Company believes that it has adequate debt
capacity to finance any capital requirements for the PCS project build out.  

 Since the Company will be investing up to $30 million in 1997 and 1998  in
PCS and will not begin operations until approximately the second quarter of
1998, the impact on 1998's financial statements will be significant.  Interest
expense and depreciation expense will both increase substantially while CWC
will just be building its customer base.  The Company anticipates that the
start up of CWC will negatively impact earnings for the next several years
until CWC builds its customers base.  PCS is a capital intensive, long term
investment on the part of the Company and the Company believes that its low
cost to acquire the FCC licenses and its expertise in telephony will allow it
to compete effectively in the PCS marketplace.  A decision on the financing
should be finalized during the fourth quarter of 1997.

PENNSYLVANIA REGULATORY DEVELOPMENTS; 
  There were 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 (TA 96), 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 addition, in order to
further address the issue of local competition, in September, 1997, CTT and
BVT filed a petition with the Pa. P.U.C. seeking a suspension of the local
interconnection requirements of TA96.  The requested suspension would
preclude non-facilities based competition in the CTT and BVT franchise areas
for an initial period of two years with the possibility of three one year
extensions.  A favorable ruling is expected in the near future.

  In January of 1997, the Pa. P.U.C. issued an order addressing universal
service.  In response to this order, several petitions for reconsideration
were filed by interested parties.  The PUC responded to those petitions in
July, 1997.  The response was generally favorable to incumbent LEC's and
efforts are currently focused on coordinating the Pa. PUC's plan with the
FCC's Universal Service Order issued in May, 1997.  In addition, the Pa.
P.U.C. has initiated a generic investigation in the area of access reform.
This process began with comments from interested parties filed in June, 1997.
Final orders in these proceedings are expected in late 1997 or early 1998.

  Due the changes described above, it is not anticipated that local
competition

 CONESTOGA ENTERPRISES, INC.
will have a significant impact on CEI in the near future.  Beginning in
January, 1998, CTT and BVT will face heightened competition for the
companies' short-haul toll traffic due to the introduction of intraLATA toll
equal access.  Some lost market share is expected, however, the companies
will receive access charges from competitors to partially offset lost toll
revenues.

  Competition will also create opportunities for CEI in markets that were
heretofore closed to CEI in a monopoly telecommunications environment.  In
August of 1997, Conestoga Communications filed with the Pa. P.U.C. for
authority to provide competitive local exchange service in parts of the state
served by non-rural LECs.  A favorable ruling is expected in the near term
and negotiations with Bell Atlantic of Pennsylvania  regarding a local
interconnection agreement are nearing completion.  It is expected that
Conestoga Communications will be positioned to offer competitive local
service in first quarter 1998. 


Forward-Looking Statements
  Management's Discussion and Analysis of Results of Operations and Financial
Conditions relating to Liquidity and Capital Commitments, and other statements
relating to anticipated growth, anticipated sources of funding for continuing
operating activities and construction expenditures (see . . . above)
constitute "forward-looking statements" as defined in the Securities
Litigation Reform Act of 1995.  Such forward-looking statements involve risks
and uncertainties which could cause actual results or outcome to differ
materially from those expressed in forward-looking statements.  The
projections made herein are expressed in good faith and believed by the
Company to have a reasonable basis, but there can be no assurance that actual
outcomes or results will not differ materially from the expected outcomes or
results described herein.  Important factors that could cause actual results
to differ materially from the forward-looking statements identified in this
paragraph are discussed in the above-reference sections and
accompany such forward-looking statements.

CONESTOGA ENTERPRISES, INC. 
                                                   
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





                   CONESTOGA ENTERPRISES, INC.







                                     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      November 15, 1997                     /s/ John R Bentz
          _______________               _________________________________
                                                  John R. Bentz
                                                       President



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