SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORP ORA TION FINANCE

Mail Stop 0407

        June 2, 2005

Via U.S. Mail and Fax (717) 733-7461
Thomas E. Morell
Chief Financial Officer
D&E Communications, Inc.
124 East Main Street
P.O. Box 458
Ephrata, PA 17522-0458

 RE: D&E Communications, Inc.
Form 10-K for the fiscal year ended December 31, 2004
Filed March 14, 2005

File No. 0-20709

Dear Mr. Morell:

We have reviewed your filing and have the following comments.  We have limited our
review to only your financial statements and related disclosures and do not intend to expand our
review to other portions of your documents.  Please address the following comments in future
filings.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a future revision is unnecessary.  Please be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.  After reviewing this information, we may or may not raise additional comments.

Please understand that the purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in
your filing.  We look forward to working with you in these respects.  We welcome any questions
you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Thomas E. Morell
D&E Communications, Inc.
June 2, 2005
Page 2

Annual Report filed on form 10-K for the year ended December 31, 2004

Note 10 – Goodwill and Intangible Assets, pages F-27 – F-28

1. Tell  us the nature of the Franchises (valued at $105 million) that you acquired in connection with the 2002 Conestoga Enterprises, Inc. acquisition.  Disclose the factors you considered in
determining that your franchises have indefinite lives.

Thomas E. Morell
D&E Communications, Inc.
June 2, 2005
Page 3

*    *    *    *

Please respond to these comments within 10 business days or tell us when you will
provide us with a response.  Please furnish a letter that keys your responses to our comments and
provides any requested information.  Detailed letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing your responses to our comments.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information investors require for an
informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of
the disclosures they have made.

In connection with responding to our comments, please provide, in writing, a statement
from the company acknowledging that:

• the company is responsible for the adequacy and accuracy of the disclosure in the filings;

• staff comments or changes to disclosure in  response to staff comments do not foreclose
the Commission from taking any action with respect to the filings; and

• the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Division of Corporation Finance in our review of your
filings or in response to our comments on your filings.

You may contact Paul Monsour, Staff Acc ountant, at (202) 551-3360 or Ivette Leon,
Senior Staff Accountant, at (202) 551-3351 if you have questions regarding comments on the
financial statements and related matters.  Please contact me at (202) 551-3810 with any other
questions.

Sincerely,

Larry Spirgel
Assistant Director