Exhibit 23.5

                      CONSENT OF JEFFERIES & COMPANY, INC.

     We hereby consent to the use of our name, the description of our opinion
letter, dated November 21, 2001 under the caption "Opinion of D&E
Communications' Financial Advisor", and to the inclusion of such opinion letter
as Appendix C to the Registration Statement of D&E Communications, Inc. on Form
S-4, as amended on March 27, 2002, and in the joint proxy statement/prospectus
which is part of the Registration Statement. By giving such consent we do not
hereby admit that we come within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, as amended, or the rules
and regulations of the Securities and Exchange Commission promulgated
thereunder. In furnishing our opinion, we do not admit that we are an expert
within the meaning of the term "expert" as used in the Securities Act nor do we
admit that our opinion serves as a report or valuation within the meaning of the
Securities Act.

                           JEFFERIES & COMPANY, INC.

                           By: /s/ M. Kent Warner
                               ----------------------
                               M. Kent Warner
                               Managing Director

                           Date:  27 March 2002