For the third quarter of 2008, the Company reported operating income of$8.6 million, compared to operating income of $8.5 million in the thirdquarter of 2007. Net income for the third quarter of 2008 was $3.7 million,or $0.25 per share, compared to net income of $3.8 million, or $0.26 pershare, for the same period last year. The Company reported total operatingrevenue of $36.6 million for the third quarter of 2008, compared to $38.2million in the third quarter of 2007. The revenue decrease of $1.6 millionfor the third quarter of 2008 was the result of decreases in Wirelinesegment revenue of $1.1 million and Systems Integration segment revenue of$0.5 million.

"During the third quarter, we continued our focus on adding broadbandsubscribers, CLEC growth, improving Systems Integration performance andmanaging our expenses," stated James W. Morozzi, D&E's President and ChiefExecutive Officer. "In this competitive marketplace, we had slightimprovements in operating income and income before taxes for the quartercompared to the prior year. However, an approximate 1% increase in theeffective tax rate caused net income for the quarter to be slightly lowercompared to the prior year."

The third quarter 2008 results were positively affected by a decrease indepreciation expense in the Wireline segment of $0.8 million ($0.5 million,or $0.03 per share, after tax) primarily due to certain fixed assetsbecoming fully depreciated in June and July of 2008. Net income before thisitem described above was $3.2 million, or $0.22 per share, for the thirdquarter of 2008 compared to $3.8 million, or $0.26 per share for the thirdquarter of 2007.

For the nine months ended September 30, 2008, the Company reported a netloss of $3.1 million, or $0.22 per share, compared to net income of $8.7million, or $0.60 per share, for the same period last year. Operating lossfor the nine months ended September 30, 2008 was $1.3 million, compared tooperating income of $20.6 million in the nine months ended September 30,2007. The Company reported total operating revenue of $112.0 million forthe nine months ended September 30, 2008, compared to $113.8 million forthe same period last year.

Included in the 2008 nine-month results was the non-cash intangible assetimpairment of $26.2 million ($15.3 million, or $1.06 per share, after tax)on the Wireline franchise intangible assets as a result of the completionof the Company's annual test for impairment of goodwill and intangibleassets as of April 30, 2008. The 2008 nine-month results were also affectedby income of $2.9 million ($1.7 million, or $0.12 per common share, aftertax) from the termination of a lease guarantee and a decrease indepreciation expense in the Wireline segment of $3.8 million ($2.5 million,or $0.17 per share, after tax) primarily due to revisions in the estimateduseful lives of certain fixed assets effective July 2007, in addition tocertain fixed assets becoming fully depreciated in the first and secondquarters of 2007 and June and July of 2008. Included in the 2007 resultswas a gain of $0.6 million ($0.6 million, or $0.04 per share, after tax)from life insurance proceeds. Net income before the items described abovewas $8.0 million, or $0.55 per share, for the nine months ended September30, 2008, compared to $8.1 million, or $0.56 per share, for the nine monthsended September 30, 2007.

The following table provides a reconciliation of reported and comparablenet income (loss) and earnings (loss) per share:

(Dollar amounts in millions,       Three Months Ended            Nine Months Ended except per-          September 30,                 September 30,share amounts)      2008           2007           2008           2007                ------------- ------------- --------------- -------------                        Per-          Per-           Per-           Per-                       ------        ------         -------        ------                Amount  share Amount  share Amount   share  Amount  share                ------ ------ ------ ------ ------- ------- ------ ------Reported net income (loss)  $  3.7 $ 0.25 $  3.8 $ 0.26 $  (3.1)$ (0.22)$  8.7 $ 0.60Items impacting comparability:  Decrease in   depreciation   net of tax,   compared to   2007           (0.5) (0.03)    --     --    (2.5)  (0.17)    --     --  Intangible   asset   impairment,   net of tax       --     --     --     --    15.3    1.06     --     --  Lease   guarantee   termination,   net of tax       --     --     --     --    (1.7)  (0.12)    --     --  Life   insurance   gain, net of   tax              --     --     --     --      --      --   (0.6) (0.04)                ------ ------ ------ ------ ------- ------- ------ ------Comparable net income         $  3.2 $ 0.22 $  3.8 $ 0.26 $   8.0 $  0.55 $  8.1 $ 0.56                ====== ====== ====== ====== ======= ======= ====== ======

Summary Statistics

                                September  September                                30, 2008   30, 2007     Change   % Change                                ---------- ---------- ---------  ---------RLEC access lines                  121,083    126,126    (5,043)      (4.0)CLEC access lines                   46,458     45,775       683        1.5DSL/High-speed Internet subscribers                        41,983     36,782     5,201       14.1Dial-up Internet subscribers         2,424      3,790    (1,366)     (36.0)Video subscribers                    8,417      7,668       749        9.8Web-hosting customers                  994      1,004       (10)      (1.0)                                ---------- ---------- ---------  ---------Total customer connections         221,359    221,145       214        0.1                                ========== ========== =========  =========

On a segment by segment basis, the Company reported the followinginformation:

Wireline

Third quarter 2008 revenues from the Wireline segment were $35.3 million,compared to $36.4 million for the third quarter 2007. Network accessrevenue decreased $1.5 million primarily due to lower National ExchangeCarrier Association (NECA) settlements and a reduction in minutes of useand RLEC access lines. DSL/High-speed Internet revenue increased $0.4million due to subscriber growth.

Wireline operating expenses for the third quarter of 2008 were $26.4million, compared to $27.2 million during the same period last year.Depreciation expense decreased approximately $0.8 million due to certainfixed assets becoming fully depreciated in the June and July 2008,partially offset by the depreciation expense on fixed assets placed inservice in the current year. Short-term incentive expenses decreased $0.5million due to the relative performance of year-to-date financial resultscompared to the incentive targets. Employee benefits decreased $0.5 millionprimarily as a result of recognizing the cumulative effect of a definedbenefit pension plan actuarial valuation error in the third quarter of 2007with no similar expense recorded in the third quarter of 2008. Wagesincreased $0.3 million primarily due to additional sales commissions andone extra work day in the third quarter of 2008 compared to the same periodof the prior year. All other Wireline expenses were up $0.7 million andincluded increases in rent, marketing, cost of goods sold, subcontractors,operating taxes and human resource expenses. Operating income was $8.9million for the third quarter of 2008 and $9.2 million for the thirdquarter of 2007.

Systems Integration

Systems Integration revenues for the quarter were $0.9 million, compared to$1.4 million for the same period last year. The primary reason for thedecrease was a reduction in computer product sales.

Third quarter 2008 operating expenses were $0.9 million, compared to $1.9million in the third quarter of 2007. Labor and benefits declined $0.4million mainly due to a reduction in the number of employees. Cost ofproducts sold decreased $0.5 million due to the decline in product sales.Systems Integration recorded an operating loss of $17,000 for the thirdquarter of 2008, compared to an operating loss of $0.5 million in the thirdquarter of 2007.

Adjusted EBITDA

We present the non-GAAP (generally accepted accounting principles) measureAdjusted EBITDA (as defined herein) below and anticipate referring to thismeasure in the conference call referenced below. Presentation of AdjustedEBITDA is consistent with how we evaluate performance of our businesssegments and Adjusted EBITDA is frequently used by securities analysts,investors and other interested parties in the evaluation of companies inour industry. Adjusted EBITDA is a non-GAAP operating measure underRegulation G of the Securities and Exchange Commission. We compute AdjustedEBITDA by adding depreciation, amortization and goodwill and intangibleasset impairments to operating income. Each of these GAAP financialmeasures is a line item in our income statement and thus Adjusted EBITDAcan be reconciled to net income, the most comparable GAAP financial measureto it. However, other companies in our industry may calculate AdjustedEBITDA differently than we do. Adjusted EBITDA is not a measurement offinancial performance under GAAP and should not be considered as asubstitute for cash flow from operating activities as a measure ofliquidity or a substitute for net income as an indicator of operatingperformance or any other measure of performance derived in accordance withGAAP. Net income is reconciled to Adjusted EBITDA for the three and ninemonth periods ended September 30, 2008 and 2007, respectively, in thefollowing table:

                                    Three months ended  Nine months ended                                    ------------------  ------------------(Dollar amounts in thousands)         September 30,       September 30,                                    ------------------  ------------------                                      2008      2007      2008      2007                                    --------  --------  --------  --------Wireline Adjusted EBITDA            $ 15,493  $ 16,642  $ 47,744  $ 48,609Systems Integration Adjusted EBITDA       25      (412)      (41)   (1,593)Corporate and Other Adjusted EBTIDA      (16)       (6)     (352)      (42)                                    --------  --------  --------  --------Consolidated Adjusted EBITDA          15,502    16,224    47,351    46,974Depreciation and amortization         (6,865)   (7,678)  (22,481)  (26,396)Intangible asset impairment               --        --   (26,200)       --Interest expense, net of interest capitalized                          (2,953)   (3,745)   (9,253)  (11,199)Other income/(expense), net               92       962     3,625     3,078Income taxes                          (2,069)   (1,992)    3,888    (3,757)Dividends on utility preferred stock                                   (16)      (16)      (49)      (49)                                    --------  --------  --------  --------Net income (loss)                   $  3,691  $  3,755  $ (3,119) $  8,651                                    ========  ========  ========  ========

Conference Call

The Company will host a conference call and live webcast Thursday, November6, 2008 at 11:00 a.m. Eastern Time. Parties in the United States and Canadacan call 877-719-9804 to access the conference call. Parties outside theUnited States and Canada can access the call at 719-325-4780. The livewebcast of the conference call will be accessible from the "Investors"section of the Company's website (www.decommunications.com). The webcastwill be archived for a period of 90 days.

About D&E Communications

D&E is a leading integrated communications provider offering high-speeddata, Internet access, local and long distance telephone, businesscontinuity and co-location services, data and professional IT services,network monitoring, security solutions and video services. Based inLancaster County, D&E has been serving communities in central and easternPennsylvania for more than 100 years. For more information, visitwww.decommunications.com.

This press release contains forward-looking statements. Theseforward-looking statements are found in various places throughout thispress release and include, without limitation, statements regardingfinancial and other information. These statements are based upon thecurrent beliefs and expectations of D&E's management concerning thedevelopment of our business, are not guarantees of future performance andinvolve a number of risks, uncertainties, and other important factors thatcould cause actual developments and results to differ materially from ourexpectations. Those factors include, but are not limited to: the currentreview of proposals for intercarrier compensation reform by the FederalCommunications Commission; the current conditions in the financial andcredit markets; the effect of the convergence of voice, data, and videotechnologies on our historical competitive advantages; the increasinglycompetitive nature of the communications industry; the complex anduncertain regulatory environment faced by communications companies such asD&E; the significant indebtedness of the company; and the historical lossesof the Systems Integration segment and other key factors that we haveindicated could adversely affect our business and financial performancecontained in our past and future filings and reports, including those filedwith the United States Securities and Exchange Commission. D&E undertakesno obligation to revise or update its forward-looking statements whether asa result of new information, future events, or otherwise.

                D&E COMMUNICATIONS, INC. AND SUBSIDIARIES             CONDENDSED CONSOLIDATED STATEMENTS OF OPERATIONS                 (In thousands, except per share amounts)                               (Unaudited)                                 Three Months Ended     Nine Months Ended                                --------------------  --------------------                                    September 30,         September 30,                                --------------------  --------------------OPERATING REVENUES                2008       2007       2008       2007                                ---------  ---------  ---------  ---------   Communication service    revenues                    $  35,271  $  36,503  $ 107,954  $ 109,370   Communication products sold        636      1,085      1,837      2,245   Other                              718        622      2,180      2,160                                ---------  ---------  ---------  ---------    Total operating revenues       36,625     38,210    111,971    113,775                                ---------  ---------  ---------  ---------OPERATING EXPENSES  Communication service   expenses (exclusive of   depreciation and   amortization below)             11,534     12,037     36,086     37,175  Cost of communication   products sold                      517        866      1,494      1,806  Depreciation and amortization     6,865      7,678     22,481     26,396  Marketing and customer   services                         3,677      3,614     10,711     10,498  General and administrative   services                         5,395      5,469     16,329     17,322  Intangible asset impairment          --         --     26,200         --                                ---------  ---------  ---------  ---------    Total operating expenses       27,988     29,664    113,301     93,197                                ---------  ---------  ---------  ---------      Operating income (loss)       8,637      8,546     (1,330)    20,578                                ---------  ---------  ---------  ---------OTHER INCOME (EXPENSE)  Interest expense, net of   interest capitalized            (2,953)    (3,745)    (9,253)   (11,199)  Other, net                           92        962      3,625      3,078                                ---------  ---------  ---------  ---------    Total other income     (expense)                     (2,861)    (2,783)    (5,628)    (8,121)                                ---------  ---------  ---------  ---------      Income (loss) before       income taxes and       dividends on utility       preferred stock              5,776      5,763     (6,958)    12,457INCOME TAXES AND DIVIDENDS ON UTILITY PREFERRED STOCK  Income taxes (benefit)            2,069      1,992     (3,888)     3,757  Dividends on utility   preferred stock                     16         16         49         49                                ---------  ---------  ---------  ---------    Total income taxes and     dividends on utility     preferred stock                2,085      2,008     (3,839)     3,806                                ---------  ---------  ---------  ---------NET INCOME (LOSS)               $   3,691  $   3,755  $  (3,119) $   8,651                                =========  =========  =========  =========Weighted average common shares outstanding (basic)               14,497     14,434     14,480     14,416Weighted average common shares outstanding (diluted)             14,545     14,509     14,480     14,486BASIC AND DILUTED EARNINGS (LOSS) PER COMMON SHARE  Earnings (loss) per common   share                        $    0.25  $    0.26  $   (0.22) $    0.60                                =========  =========  =========  =========  Dividends per common share    $    0.13  $    0.13  $    0.38  $    0.38                                =========  =========  =========  =========                D&E COMMUNICATIONS, INC. AND SUBSIDIARIES                 CONDENSED CONSOLIDATED BALANCE SHEETS                           (In Thousands)                            (Unaudited)                                                September 30,  December 31,                   ASSETS                           2008          2007                                                ------------  ------------CURRENT ASSETS  Cash and cash equivalents                     $     15,009  $     17,845  Accounts and notes receivable, net of   reserves of $433 and $500                          13,389        14,688  Inventories                                          2,546         2,666  Prepaid expenses                                     5,605         2,887  Other                                                2,083         2,520                                                ------------  ------------    TOTAL CURRENT ASSETS                              38,632        40,606                                                ------------  ------------PROPERTY, PLANT AND EQUIPMENT  In service                                         409,823       396,659  Under construction                                   8,816         6,648                                                ------------  ------------                                                     418,639       403,307  Less accumulated depreciation                      254,013       237,243                                                ------------  ------------                                                     164,626       166,064                                                ------------  ------------OTHER ASSETS  Goodwill                                           137,597       137,623  Intangible assets, net of accumulated   amortization                                      118,199       148,376  Other                                                8,226         8,512                                                ------------  ------------                                                     264,022       294,511                                                ------------  ------------  TOTAL ASSETS                                  $    467,280  $    501,181                                                ============  ============      LIABILITIES AND SHAREHOLDERS' EQUITYCURRENT LIABILITIES  Long-term debt maturing within one year       $      7,075  $      7,071  Accounts payable and accrued liabilities            13,438        17,188  Accrued taxes                                          312         1,093  Accrued interest and dividends                       1,029           816  Advance billings, customer deposits and other        4,982         4,709                                                ------------  ------------    TOTAL CURRENT LIABILITIES                         26,836        30,877                                                ------------  ------------LONG-TERM DEBT                                       180,823       186,879                                                ------------  ------------OTHER LIABILITIES  Deferred income taxes                               61,979        70,977  Defined benefit plans                               10,488        15,465  Other                                                5,086         7,663                                                ------------  ------------                                                      77,553        94,105                                                ------------  ------------PREFERRED STOCK OF UTILITY SUBSIDIARY, Series A 4 1/2%, par value $100, cumulative, callable at par at the option of the Company, authorized 20,000 shares, outstanding 14 shares                                                1,446         1,446                                                ------------  ------------COMMITMENTS AND CONTINGENCIESSHAREHOLDERS' EQUITY  Common stock, par value   $0.16, authorized shares-100,000; issued   shares-16,172 at September 30, 2008 and   16,092 at December 31,   2007; outstanding shares-14,489 at   September 30, 2008 and 14,425   at December 31, 2007                                2,588         2,575  Additional paid-in capital                         164,303       163,560  Accumulated other comprehensive loss                (6,510)       (7,216)  Retained earnings                                   39,568        48,147  Treasury stock at cost, 1,683 shares at   September 30, 2008 and 1,667 shares at   December 31, 2007                                 (19,327)      (19,192)                                                ------------  ------------                                                     180,622       187,874                                                ------------  ------------  TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY    $    467,280  $    501,181                                                ============  ============                  D&E COMMUNICATIONS, INC. AND SUBSIDIARIES               CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS                            (In Thousands)                             (Unaudited)                                                        Nine Months Ended                                                          September 30,                                                        2008       2007                                                      ---------  ---------CASH FLOWS FROM OPERATING ACTIVITIES  Net income (loss)                                   $  (3,119) $   8,651  Adjustments to reconcile net income (loss) to net   cash provided by operating activities:    Depreciation and amortization                        22,481     26,396    Bad debt expense                                        457        640    Deferred income taxes                                (9,333)    (3,322)    Gain from cash recovery of note receivable               --       (900)    Gain from life insurance proceeds                        --       (588)    Stock-based compensation expense                        367        259    Gain on retirement of property, plant and     equipment                                              (81)      (115)    Intangible asset impairment                          26,200         --    Termination of lease guarantee                       (2,904)        --    Note receivable reserve                                 200         --  Changes in operating assets and liabilities:    Accounts receivable                                     841       (599)    Inventories                                             119        234    Prepaid expenses                                     (2,704)    (1,283)    Accounts payable and accrued liabilities             (1,531)       950    Accrued taxes and accrued interest                     (567)      (333)    Advance billings, customer deposits and other           274        280    Defined benefit plans                                (4,210)    (1,794)    Other, net                                              150        210                                                      ---------  ---------    Net Cash Provided by Operating Activities            26,640     28,686                                                      ---------  ---------CASH FLOWS FROM INVESTING ACTIVITIES  Purchases of property, plant and equipment            (18,921)   (17,372)  Proceeds from sales of property, plant and   equipment                                                626        550  Collection of note receivable                              95      1,279  Proceeds from sale of short-term investments               --     10,933  Purchase of short-term investments                         --     (3,187)  Life insurance proceeds                                    --      1,000  Acquisition of customer list intangible asset              --       (606)                                                      ---------  ---------    Net Cash Used In Investing Activities               (18,200)    (7,403)                                                      ---------  ---------CASH FLOWS FROM FINANCING ACTIVITIES  Dividends on common stock                              (5,214)    (5,155)  Payments on long-term debt                             (6,052)    (8,549)  Proceeds from issuance of common stock and stock   options exercised                                         88        183  Excess tax benefits from stock compensation plans          37         51  Purchase of treasury stock                               (135)       (48)                                                      ---------  ---------    Net Cash Used In Financing Activities               (11,276)   (13,518)                                                      ---------  ---------INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS         (2,836)     7,765CASH AND CASH EQUIVALENTS  BEGINNING OF PERIOD                                    17,845      3,101                                                      ---------  ---------  END OF PERIOD                                       $  15,009  $  10,866                                                      =========  =========