D&E Communications Completes Financing.

Business Editors/High-Tech Writers

EPHRATA, Pa.--(BUSINESS WIRE)--March 5, 2004

D&E Communications, Inc. ("D&E") (Nasdaq:DECC), a provider of integrated communications services in central and eastern Pennsylvania, today announced that it has completed a syndicated

The credit facilities are in the form of a $25 million revolving line of credit, term loans in the amounts of $50 million and $150 million, respectively and the assumption of $35 million of term indebtedness of a D&E subsidiary. The proceeds of the credit facilities were used to restructure indebtedness under D&E's prior credit facilities and for general corporate purposes. The facilities received ratings of BB- and Ba3 from Standard & Poors Ratings Services and Moody's Investors Services, respectively. The effect of the refinancing was to allow D&E to lower the interest rates on its indebtedness, provide greater flexibility in its financial covenants and extend the amortization of principal. The approximate $2 million in annual interest savings under the new facilities are approximately equal to the costs associated with closing the facilities. D&E indicated that it would incur a one-time write-off of approximately $6.3 million of the $7.9 million unamortized debt issuance costs associated with the company's previous financings.

The documentation relating to the refinancing will be filed as exhibits to D&E's annual report on Form 10-K to be filed with the Securities and Exchange Commission.

This press release contains forward-looking statements. These forward-looking statements are found in various places throughout this press release and include, statements regarding financial and other information. These statements are based upon the current beliefs and expectations of D&E's management concerning the development of its business, are not guarantees of future performance and involve a number of risks, uncertainties, and other important factors that could cause actual developments and results to differ materially from the company's expectations. These factors include, but are not limited to, the risks that the business of Conestoga Enterprises will not be successfully integrated into D&E; the significant indebtedness of the company, increased competition; and other factors that D&E has indicated could adversely affect its business and financial performance contained in its past and future filings and reports, including those filed with the United States Securities and Exchange Commission. D&E undertakes no obligation to revise or update its forward-looking statements whether as a result of new information, future events, or otherwise.

D&E Communications, Inc. is a leading provider of integrated communications services to residential and business customers in markets throughout central and eastern Pennsylvania. D&E offers its customers a comprehensive package of communications services including local and long distance telephone service, high-speed data services and Internet access service. D&E also provides business customers with systems integration services including voice and data network solutions.