8-K

                 SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

                            FORM 8-K
                         CURRENT REPORT
                 Pursuant to Section 13 or 15(d) of
                The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)  May 9, 2001

                 D & E COMMUNICATIONS, INC.
 (Exact name of registrant as specified in its charter)

       Pennsylvania               00-20709      23-2837108
State or other jurisdiction    (Commission    (IRS Employer
Of incorporation)               File Number)   Ident. No.)

124 East Main Street, Ephrata, PA                  17560
(Address of principal executive office)          (Zip Code)

Registrant's telephone number, including area code
(717)733-4101

                               NA
(Former name or former address, if changes since last report)



Item 5.  Other Events.

          As previously reported in the Company's Quarterly
Report on Form 10-Q for the quarter ended March 31, 2001, in
January 2001 the arbitration panel appointed by the
International Court of Arbitration at the International Chamber
of Commerce completed its hearings regarding the claims of
PenneCom B.V. ("PenneCom") and Elektrim S.A. ("Elektrim") with
respect to the sale of Pilicka Telefonia, Sp. zo.o ("Pilicka")
by PenneCom to Elektrim.  On May 9, 2001, the arbitration panel
ruled that Elektrim had breached the stock purchase agreement
and awarded PenneCom $22,986,945 in damages (together with
interest at the rate of 10% per annum from August 1, 1999) and
ordered Elektrim to pay PenneCom $2,000,000 for attorney's fees
incurred by PenneCom and to reimburse PenneCom for the $367,500
deposit paid by PenneCom to cover its share of the arbitration
panel's fees and expenses.  According to the order, PenneCom
retains ownership of Pilicka and the $10 million deposit paid by
Elektrim in April 1999.  All of Elektrim's claims were denied.
PenneCom is currently reviewing its legal options with respect
to the arbitration panel's ruling.

          PenneCom is a wholly-owned indirect subsidiary of
EuroTel, L.L.C. ("EuroTel"), a domestic limited liability
company.  The Company holds a one-third ownership interest in
EuroTel.

          The Press Release dated May 24, 2001 of the Company
filed as Exhibit 99 to this Report is incorporated in this
Item 5 by reference thereto.

Item 7.  Financial Statements and Exhibits.

         (c)  Exhibits

              The following exhibits are filed herewith:
                                                            Page
Exhibit
 Number   Description

   99     Press Release, dated May 24, 2001 of D & E
          Communications, Inc.



                            SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.

                             D & E COMMUNICATIONS, INC.


                             By:/s/ W. Garth Sprecher
                                 W. Garth Sprecher,
                                 Vice President and Secretary

Dated: May 24, 2001

EX-99

FOR IMMEDIATE RELEASE

                                     May 24, 2001
                                     Contact:  W. Garth Sprecher
                                     717-738-8304

                  Arbitration Ruling on Elektrim

     Ephrata, PA - An arbitration panel ruled on May 9, 2001,
that Elektrim S.A. breached its agreement with PenneCom B.V.
regarding the sale of Pilicka Telefonia, Sp. zo. o., PenneCom's
telecommunications subsidiary in Poland, and ordered Elektrim to
pay approximately $30 million in damages, interest and costs to
PenneCom.  According to the order, PenneCom retains ownership of
Pilicka and the $10 million deposit paid by Elektrim in April
1999.

     The dispute arose in July 1999 when Elektrim refused to
purchase the stock of Pilicka under the terms of a stock
purchase agreement it had entered into with PenneCom.  Elektrim
had agreed to pay $140 million in cash and notes for all of the
outstanding capital stock of Pilicka.  In August 1999, PenneCom
requested arbitration of the dispute by the International Court
of Arbitration at the International Chamber of Commerce.  The
arbitration panel appointed to adjudicate the dispute completed
its hearings in January 2001.

     PenneCom is currently reviewing its legal options with
respect to the arbitration panel's ruling.

     PenneCom is a wholly owned indirect subsidiary of EuroTel,
L.L.C., a domestic limited liability company.  D & E
Communications, Inc. holds a one - third ownership interest in
EuroTel.

     D&E Communications, Inc. is an integrated communications
provider based in Lancaster County, PA.  Through its
subsidiaries and affiliated companies, D&E Communications offers
both local and long distance service, Internet access, wireless
service, paging, voice, data and video communications equipment,
and computer networking services.