EXHIBIT 99.2


                            PARTICIPANT'S DIRECTION


DENVER AND EPHRATA TELEPHONE AND TELEGRAPH COMPANY EMPLOYEE STOCK OWNERSHIP PLAN



THIS DIRECTION IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY.



To:  Bank of Lancaster County, Wealth Management Group, as Trustee of the
Employee Stock Ownership Plan.


Pursuant to your notice accompanied by the proxy material in connection with the
2002 Annual Meeting of Shareholders of D&E Communications, Inc. to be held on
    , 2002, at     a.m., I direct you to execute a proxy in the form solicited
by the Board of Directors of D&E Communications, Inc. with respect to all shares
of Common Stock, par value $0.16, to which I have the right to give voting
directions under the Denver and Ephrata Telephone and Telegraph Company Employee
Stock Ownership Plan as follows:



        (IMPORTANT TO BE SIGNED AND DATED BELOW. THANK YOU FOR VOTING.)



1. APPROVAL OF THE ISSUANCE OF SHARES OF D&E COMMUNICATIONS, INC. COMMON STOCK
   IN CONNECTION WITH D&E COMMUNICATION, INC.'S ACQUISITION OF CONESTOGA
   ENTERPRISES, INC.



                                          
  [                     [                         [
   ] FOR                ] AGAINST                 ] ABSTAIN

  



2. ELECTION OF THREE (3) DIRECTORS



   NOMINEES: FOR THE CLASS A DIRECTORS WHOSE TERM EXPIRE IN 2005: John Amos, G.
   William Ruhl and W. Garth Sprecher



   [ ] FOR nominees listed (except as marked to the contrary below)    [
   ] AGAINST all nominees listed



(INSTRUCTION: To withhold authority to vote for any individual nominee, write
nominee's name on the line below)


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3. RATIFICATION OF PRICEWATERHOUSECOOPERS, LLP AS INDEPENDENT ACCOUNTANTS



                                          
  [                     [                         [
   ] FOR                ] AGAINST                 ] ABSTAIN

  



THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR APPROVAL OF THE ISSUANCE OF SHARES OF D&E COMMON STOCK IN CONNECTION
WITH THE ACQUISITION OF CONESTOGA ENTERPRISES, INC., FOR THE LISTED NOMINEES IN
THE ELECTION OF THE THREE (3) DIRECTORS AND FOR THE RATIFICATION OF
PRICEWATERHOUSECOOPERS, LLP AS INDEPENDENT ACCOUNTANTS. IN THEIR DISCRETION, THE
PROXIES LISTED ABOVE ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY
PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY POSTPONEMENT OR ADJOURNMENT
THEREOF. IF NECESSARY, CUMULATIVE VOTING RIGHTS WILL BE EXERCISED TO SECURE THE
ELECTION OF AS MANY AS POSSIBLE OF THE BOARD OF DIRECTORS' NOMINEES.



DATE       , 2002


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Participant signs above exactly as name is printed on label.