Exhibit 5.1


                         June 1, 2001



Board of Directors
D&E Communications, Inc.
Brossman Business Complex
124 East Main Street
Ephrata, PA  17522

Re:  Registration Statement on Form S-8
     2001 Stock Compensation Plan for Non-Employee Directors

Ladies and Gentlemen:

     We have acted as counsel to D&E Communications, Inc., a
Pennsylvania corporation ("D&E"), in connection with the
registration under the Securities Act of 1933, as amended (the
"Securities Act"), of 15,000 shares of common stock, par value
$0.16 per share of D&E (the "Common Stock") reserved for
issuance pursuant to the 2001 Stock Compensation Plan and Policy
for Non-Employee Directors of D&E Communications, Inc. (the
"Plan"). In such capacity, we have reviewed the following:

     1.  The Articles of Incorporation of D&E;

     2.  The Bylaws of D&E;

     3.  The Registration Statement on Form S-8 with respect to
the Plan (the "Registration Statement") filed by D&E with the
Securities and Exchange Commission (the "SEC") pursuant to the
Securities Act;

     4.  Proceedings of the Board of Directors of D&E relating
to the adoption of the Plan and the authorization, execution and
filing of the Registration Statement; and

     5.  The Plan.

     Based upon the foregoing, it is our opinion that when the
Common Stock is issued and delivered pursuant to the terms of
the Plan, such shares of Common Stock will be validly issued,
fully paid and nonassessable.

     We hereby consent to be named in the Registration Statement
as counsel which has passed upon the legality of the shares of
Common Stock to be issued pursuant to the Plan.  We further
consent to the filing of a copy of this opinion as an exhibit to
the Registration Statement.  In giving this consent we do not
thereby admit that we come within the category of persons whose
consent is required under Section 7 of the Securities Act or the
Rules and Regulations of the SEC thereunder.

                                    STEVENS  & LEE,
                                    a Professional Corporation

                                    /s/ Stevens & Lee