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): February 10, 2004

Commonwealth Telephone Enterprises, Inc.
(Exact Name of Registrant as Specified in Its Charter)

Pennsylvania
(State or Other Jurisdiction of Incorporation)

0-11053 (Commission File Number)	23-2093008 (IRS Employer Identification No.)
100 CTE Drive Dallas, PA (Address of Principal Executive Offices)	18612-9774 (Zip Code)
(570) 631-2700 (Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)

Item 12.    Disclosure of Results of Operations and Financial Condition.

      The following information is furnished pursuant to Item 12, “Disclosure of Results of Operations and Financial Condition.” On February 10, 2004, Commonwealth Telephone Enterprises, Inc. issued a press release reporting its 2003 fourth quarter results. A copy of the press release is attached hereto as Exhibit 99.A and is hereby incorporated by reference.

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.

	Commonwealth Telephone Enterprises, Inc.
Date: February 10, 2004	By:	/S/ RAYMOND B. OSTROSKI
		Name:	Raymond B. Ostroski
		Title:	Senior Vice President, General Counsel and Corporate Secretary

INDEX TO EXHIBITS

Exhibit    No.	Description
99.A	Text of Press Release of Commonwealth Telephone Enterprises, Inc., dated February 10, 2004.

EX-99.A

CTE Investor Relations
100 CTE Drive
Dallas, PA 18612-9774

I NVESTOR N EWS

Contact:	David G. Weselcouch
	Senior Vice President – Investor Relations
	and Corporate Communications
	(570) 631-2807

CTE Reports 2003 Fourth Quarter Results

CTE Achieves 3% Consolidated Switched Access Line Growth and
4% Consolidated Revenue Growth in 2003 Fourth Quarter

CTE Board of Directors Increases Size of Authorized Stock Repurchase Program

Michael J. Mahoney, CTE president and CEO, will host a conference call and simultaneous webcast at 9:00 a.m. (EST) this morning. Mr. Mahoney will review CTE’s 2003 fourth quarter results, and provide 2004 guidance. The call is expected to last approximately 30 minutes. To access today’s conference call, please call 1-800-603-4337. The conference call passcode is 4835783. The simultaneous webcast can be accessed via the Internet at www.ct-enterprises.com. The conference call will be archived and available for replay for 48 hours following the call. To access the replay, please call 1-800-642-1687, passcode 4835783. The webcast will also be available for replay for 48 hours at www.ct-enterprises.com.

Dallas, PA – February 10, 2004 – Commonwealth Telephone Enterprises, Inc. (“CTE”) [NASDAQ: CTCO], today announced financial results for the 2003 fourth quarter.

CTE Consolidated Results
For the 2003 fourth quarter, CTE reported diluted earnings per share (“EPS”) of $0.63, versus reported diluted EPS of $0.78 in the 2002 fourth quarter. Included in CTE’s 2003 fourth quarter reported diluted EPS is a $1.6 million (pre-tax), or $0.04 per share (after-tax), favorable effect resulting from an after-tax positive settlement in connection with certain restructuring charges recorded in the 2000 fourth quarter. CTE’s 2002 fourth quarter reported diluted EPS of $0.78 includes $0.05 per share resulting from an after-tax positive settlement in connection with certain restructuring charges recorded in the 2000 fourth quarter, as well as an $0.11 per share favorable effect resulting from an operating tax settlement.

For the 2003 full year, CTE reported diluted EPS of $3.07, versus a reported diluted EPS of

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$2.42 for the 2002 full year. A summary of certain items that are included in the 2003 full year and 2002 full year reported diluted EPS figures is detailed on an accompanying schedule.

CTE ended the 2003 fourth quarter with a total of 477,129 switched access lines installed, reflecting an increase of 12,631 switched access lines installed in the past 12 months, or a growth rate of 3%.

CTE’s consolidated revenues in the 2003 fourth quarter were $84.6 million, a growth rate of 4% versus the 2002 fourth quarter, despite the fact that revenues in the 2003 fourth quarter were reduced by approximately $1.4 million due to the percent local usage (“PLU”) issue that was discussed in CTE’s 2003 third quarter 10-Q. CTE’s 2002 fourth quarter consolidated revenues were $81.6 million.

CTE’s consolidated operating income in the 2003 fourth quarter was $25.9 million, versus $28.8 million in last year’s fourth quarter. The 2003 fourth quarter reflected the loss of roughly $1.4 million of operating income in connection with the PLU issue mentioned above, while the 2002 fourth quarter reflected $2.6 million of reduced costs and expenses in connection with an operating tax settlement.

For the 2003 fourth quarter, CTE reported net income of $14.8 million, versus reported net income of $18.4 million in the 2002 fourth quarter.

Consolidated capital expenditures (“CAPEX”) were $17.8 million in the 2003 fourth quarter, versus CAPEX of $17.5 million in the year ago quarter.

The table below sets forth highlights of CTE’s 2003 fourth quarter consolidated results, versus the 2002 fourth quarter:

	2003	2002	% Change
	Fourth Quarter	Fourth Quarter	Inc./(Dec.)
Total Access Lines	477,129	464,498	3	%
Revenues	$84.6M	$81.6M	4	%
Operating Income	$25.9M	$28.8M	(10	%)
Depreciation and Amortization	$18.1M	$17.6M	3	%
CAPEX	$17.8M	$17.5M	1	%
Reported EPS	$0.63	$0.78	(19	%)

“We had a solid fourth quarter,” said Michael J. Mahoney, CTE’s president and chief executive officer. “We exceeded the fourth quarter EPS guidance which we had previously provided, and, just as importantly, we achieved results for the 2003 full year, which met or exceeded all of the line item guidance we had previously communicated for the 2003 full year.”

CTE’s consolidated revenues for the 2003 full year were $335.7 million, a growth rate of 5%

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versus the 2002 full year. Consolidated operating income was $103.4 million, versus $96.6 million for the 2002 full year. Consolidated capital expenditures were $49.5 million, versus $53.4 million for the 2002 full year.

The table below sets forth highlights of CTE’s 2003 full year consolidated results, versus the 2002 full year consolidated results:

	2003	2002	% Change
	Full Year	Full Year	Inc./(Dec.)
Total Access Lines	477,129	464,498	3	%
Revenues	$335.7M	$318.6M	5	%
Operating Income	$103.4M	$96.6M	7	%
Depreciation and Amortization	$71.1M	$68.2M	4	%
CAPEX	$49.5M	$53.4M	(7	%)
Reported EPS	$3.07*	$2.42	27	%
* Includes a one-time, after-tax gain of $13.2 million, or $0.55 per diluted share, in connection with the previously announced adoption of new accounting rules on asset retirement obligations under SFAS 143 (Statement of Financial Accounting Standards No. 143), which were effective January 1, 2003.

Pension-Related Equity Adjustment
In the 2003 fourth quarter, in connection with generally accepted accounting principles for CTE’s pension plan, CTE recorded a balance sheet adjustment to reverse the additional minimum liability (“AML”) CTE was required to record in the 2002 fourth quarter. The reversal is due to the favorable change in the difference between the funded status and the accrued benefit obligation for CTE’s pension plan. The 2003 fourth quarter non-cash adjustment was recorded on CTE’s balance sheet as an after-tax decrease of approximately $2.8 million to the Other Comprehensive Loss component of Total Common Shareholders’ Equity.

CTE’s Board of Directors Increases Size of Authorized Stock Repurchase Program
CTE’s Board of Directors has increased the size of its previously announced stock repurchase program by an additional $50 million. The initial authorized $100 million stock repurchase program, which was announced on November 13, 2003, has been increased to a total stock repurchase program of up to $150 million of CTE’s common stock in open market, negotiated or block transactions. Repurchased shares will be placed in Treasury and may be used for the Company’s employee benefit plans or for other general corporate purposes.

“Increasing the size of our authorized stock repurchase program is consistent with our commitment to increasing shareholder value, and reflects our confidence in the strength of our business and our future operating and financial success,” said Mahoney. “Our solid balance sheet and cash flow generation allow us to opportunistically buy back our shares at attractive levels, and we are able to increase the size of our authorized program while maintaining the flexibility to assess other investment options in the future.”

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As of the close of business yesterday, February 9, 2004, CTE completed just over $63 million of common stock repurchases, representing just over 1.7 million common shares, since the stock repurchase program was announced. No time limit has been set for the completion of the stock repurchase program. Additional repurchases will be executed at CTE’s discretion, based on ongoing assessments of the Company’s capital needs and the market value of CTE’s common stock.

Commonwealth Telephone Company (“CT”) Results
CT had a total of 338,462 switched access lines installed at the end of the 2003 fourth quarter – reflecting a growth rate of less than 1% versus last year’s fourth quarter. CT’s residential additional line penetration was 39% at the end of the quarter. CT’s business line growth in the 2003 fourth quarter was 3% versus the 2002 fourth quarter.

CT’s 2003 fourth quarter revenues grew 3% to $53.6 million, versus revenues of $52.0 million in the 2002 fourth quarter. CT’s fourth quarter revenue growth was primarily driven by increased access revenues – which resulted from both an increase in access minutes of use, and a favorable change in the NECA (National Exchange Carrier Association) average schedule settlement formula that took effect in July 2003 – as well as 6% growth in enhanced services.

For the 2003 full year, revenues were $211.1 million, versus $198.8 million for the 2002 full year, a growth rate of 6%.

CT’s 2003 fourth quarter operating income was $24.1 million, a 6% increase over last year. This solid growth in operating income was primarily driven by growth in high-margin access revenues, and continued focus on cost control.

For the 2003 full year, operating income was $95.9 million, versus $83.4 million for the 2002 full year, a growth rate of 15%.

CT’s 2003 fourth quarter CAPEX were $9.7 million, versus $10.0 million in the 2002 fourth quarter.

For the 2003 full year, CAPEX were $26.6 million, versus $29.0 million for the 2002 full year.

CTSI, LLC (“CTSI”)
During the 2003 fourth quarter, CTSI installed 744 net access lines, ending the quarter with 138,667 net access lines installed – a growth rate of 9% versus the 2002 fourth quarter. CTSI’s net line additions were lower versus the recent past due to a loss of access lines in the fourth quarter in connection with the reconfiguration of a key business customer’s network. Apart from the net line loss associated with this one customer, CTSI’s net line additions for the fourth quarter were consistent with its level of line additions in the 2003 third quarter – an indication of the fundamental strength of CTSI’s underlying customer acquisition and access line sales

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activity. At the end of the 2003 fourth quarter, 98% of CTSI’s access lines were “on-switch,” and 52% were “on-net” (defined as 100% on CTSI’s owned network). CTSI’s business/residential line split at the end of the 2003 fourth quarter was 90%/10%.

CTSI’s 2003 fourth quarter revenues were $20.7 million, versus revenues of $20.9 million in the 2002 fourth quarter. For the 2003 full year, CTSI’s revenues were $85.3 million, versus 2002 full year revenues of $84.0 million. Both the 2003 fourth quarter and the 2003 full year reflect the loss of $1.4 million of access revenues in connection with the PLU issue.

CTSI’s operating income in the 2003 fourth quarter was $2.9 million, versus operating income of $4.0 million in the 2002 fourth quarter. For the 2003 full year, CTSI’s operating income was $10.6 million, versus 2002 full year operating income of $14.7 million. The year-over-prior-year-same-quarter, and the full year decrease in operating income result primarily from the effect of the PLU issue, other access revenue reductions resulting from mandated changes to access rates, as well as increased depreciation and amortization.

CTSI’s 2003 fourth quarter capital expenditures were $6.5 million, versus $5.9 million in the year ago quarter. For the 2003 full year, CTSI’s CAPEX was $19.2 million, versus 2002 full year CAPEX of $20.9 million.

Jack Flash® DSL
In the 2003 fourth quarter, CTE’s DSL (digital subscriber line) product, Jack Flash®, installed 855 net new DSL subscribers. Jack Flash® had 12,990 installed DSL subscribers at the end of the 2003 fourth quarter. Jack Flash® is marketed in CTE’s CT and CTSI geographies. Jack Flash® utilizes DSL technology to provide broadband connectivity over standard telephone lines at speeds over 50 times faster than today’s traditional dial-up modems.

2004 Guidance Outlined
The table below sets forth CTE’s consolidated 2004 full year guidance, which Mr. Mahoney will discuss on this morning’s conference call and webcast:

		2004 Full Year
	Item	Guidance
Consolidated CTE	Access Line Growth	2% - 3%
	Revenue Growth	0% - (1%)
	Operating Income	$93M - $94M
	Depreciation and Amortization	$73M - $74M
	Effective Tax Rate	38%
	Diluted EPS – 1Q04	$0.56 - $0.57
	Diluted EPS – FY04	$2.36 - $2.39
	CAPEX	$50M - $52M

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About CTE
Headquartered in Dallas, PA, Commonwealth Telephone Enterprises, Inc., serves a growing base of business and residential customers with the full array of technologically advanced data and voice telecommunications products and services, including broadband data services and high-speed Internet access, delivered over its 100% digitally switched, fiber-rich network.

CTE’s primary operating segments are: Commonwealth Telephone Company (“CT”), the nation’s 7th largest publicly held independent local exchange carrier, which has been operating in various rural Pennsylvania markets since 1897; and, CTSI, LLC (“CTSI”), a local exchange carrier operating in competitive markets outside CT’s territory, that formally commenced operations in 1997. CTE’s support businesses include epix® Internet Services (www.epix.net), one of the Northeast’s largest rural Internet Service Providers (“ISPs”); and, Jack Flash®, a broadband data service that uses DSL technology to offer high-speed Internet access and digital connectivity solutions. Additionally, CTE operates two other support businesses that provide products, services and expertise to its CT and CTSI operations. These businesses are

Commonwealth Communications, a provider of telecommunications equipment and facilities management services; and, CLD, a long-distance reseller.

A web site featuring current information regarding Commonwealth Telephone Enterprises, Inc., can be found on the Internet at www.ct-enterprises.com.

Forward-Looking Statements
The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements. Certain information included in this press release is forward-looking. Such forward-looking information involves important risks and uncertainties that could significantly affect expected results in the future and cause them to be different from those expressed in any forward-looking statements made by, or on behalf of, the Company. These risks and uncertainties include, but are not limited to, uncertainties related to the Company’s ability to further penetrate its markets and the related costs of that effort, economic conditions, acquisitions and divestitures, government and regulatory policies, the pricing and availability of equipment, materials and inventories, technological developments and changes in the competitive environment in which the Company operates and receipt of necessary approvals.

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7TH ADD/COMMONWEALTH TELEPHONE ENTERPRISES, INC./FEBRUARY 10, 2004

COMMONWEALTH TELEPHONE ENTERPRISES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
 (UNAUDITED)
(Dollars in Thousands)
(GAAP)

	THREE MONTHS ENDED DECEMBER 31, 2003												THREE MONTHS ENDED DECEMBER 31, 2002
		CT			CTSI			OTHER			TOTAL			CT			CTSI			OTHER			TOTAL
Sales	$	53,635		$	20,665		$	10,302		$	84,602		$	51,960		$	20,905		$	8,690		$	81,555
Costs & Expenses (excluding other operating
expenses itemized below)		17,873			14,055			10,242			42,170			17,213			13,634			5,878			36,725
Management Fees		-			-			-			-			300			99			(99	)		300
Depreciation & Amortization		11,712			5,354			1,055			18,121			11,674			5,052			884			17,610
Restructuring Charges (Reversals)		-			(1,636	)		-			(1,636	)		-			(1,883	)		-			(1,883	)
Operating Income (Loss)		24,050			2,892			(995	)		25,947			22,773			4,003			2,027			28,803
Interest and Dividend Income		425			-			761			1,186			423			-			57			480
Interest Expense		(921	)		-			(3,614	)		(4,535	)		(1,177	)		-			88			(1,089	)
Other Income (Expense), net		(18	)		4			243			229			(62	)		317			(20	)		235
Equity in Unconsolidated Entities		-			-			843			843			-			680			-			680
Income (Loss) before Income Taxes and
Cumulative Effect of Accounting Change		23,536			2,896			(2,762	)		23,670			21,957			5,000			2,152			29,109
Provision (Benefit) for Income Taxes		9,057			842			(1,033	)		8,866			7,925			1,925			817			10,667
Income (Loss) before Cumulative
Effect of Accounting Change		14,479			2,054			(1,729	)		14,804			14,032			3,075			1,335			18,442
Cumulative Effect of Accounting Change,
Net of Tax		-			-			-			-			-			-			-			-
Net Income (Loss)	$	14,479		$	2,054		$	(1,729	)	$	14,804		$	14,032		$	3,075		$	1,335		$	18,442

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8TH ADD/COMMONWEALTH TELEPHONE ENTERPRISES, INC./FEBRUARY 10, 2004

COMMONWEALTH TELEPHONE ENTERPRISES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(Dollars in Thousands)
(GAAP)

	THREE MONTHS ENDED DECEMBER 31, 2003												THREE MONTHS ENDED DECEMBER 31, 2002
		CT			CTSI			OTHER			TOTAL			CT			CTSI			OTHER			TOTAL
Sales	$	211,094		$	85,336		$	39,292		$	335,722		$	198,836		$	84,006		$	35,713		$	318,555
Costs & Expenses (excluding other operating
expenses itemized below)		69,049			55,610			38,181			162,840			68,812			53,983			31,356			154,151
Management Fees		-			-			-			-			1,200			396			(396	)		1,200
Depreciation & Amortization		46,136			20,748			4,253			71,137			45,427			18,913			3,876			68,216
Restructuring Charges (Reversals)		-			(1,636	)		-			(1,636	)		-			(3,940	)		-			(3,940	)
Voluntary Retirement Program		-			-			-			-			-			-			2,333			2,333
Operating Income (Loss)		95,909			10,614			(3,142	)		103,381			83,397			14,654			(1,456	)		96,595
Interest and Dividend Income		1,941			-			1,431			3,372			1,986			-			253			2,239
Interest Expense		(3,892	)		-			(9,668	)		(13,560	)		(5,057	)		-			(5,426	)		(10,483	)
Other Income (Expense), net		(356	)		13			(541	)		(884	)		(265	)		639			(132	)		242
Equity in Unconsolidated Entities		-			-			2,698			2,698			-			2,384			-			2,384
Income (Loss) before Income Taxes and
Cumulative Effect of Accounting Change		93,602			10,627			(9,222	)		95,007			80,061			17,677			(6,761	)		90,977
Provision (Benefit) for Income Taxes (1)		34,590			3,599			(2,817	)		35,372			30,095			6,081			(2,323	)		33,853
Income (Loss) before Cumulative
Effect of Accounting Change		59,012			7,028			(6,405	)		59,635			49,966			11,596			(4,438	)		57,124
Cumulative Effect of Accounting Change,
Net of Tax		13,230			-			-			13,230			-			-			-			-
Net Income (Loss)	$	72,242		$	7,028		$	(6,405	)	$	72,865		$	49,966		$	11,596		$	(4,438	)	$	57,124

⁽¹⁾ In 2002, CT, CTSI, and Total include the effect of year-to-date tax benefits which were recorded in the third quarter in connection with certain tax strategies of $0.2m, $0.7m and $0.9m, respectively.

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9TH ADD/COMMONWEALTH TELEPHONE ENTERPRISES, INC./FEBRUARY 10, 2004

COMMONWEALTH TELEPHONE ENTERPRISES, INC.
SUMMARY OF CERTAIN ITEMS INCLUDED IN REPORTED EPS
(UNAUDITED)
(Dollars in Thousands, Except Per Share Data)

	YEAR ENDED DECEMBER 31, 2003
Favorable/(Unfavorable)	Pre-tax			After-tax			EPS
Asset Retirement Obligation (SFAS 143)	$	21,689		$	13,230		$	0.55
Recapitalization Costs	$	(1,450	)	$	(885	)	$	(0.04	)
Sale of WorldCom Impaired Receivables	$	965		$	605		$	0.03
Restructuring Reversals	$	1,636		$	1,026		$	0.04

	YEAR ENDED DECEMBER 31, 2002
Favorable/(Unfavorable)	Pre-tax			After-tax			EPS
WorldCom Charge	$	(2,000	)	$	(1,241	)	$	(0.05	)
Tax Strategies	$	944		$	944		$	0.04
Operating Tax Settlement	$	4,107		$	2,553		$	0.11
Restructuring Reversals	$	3,940		$	2,422		$	0.10
Voluntary Retirement Program	$	(2,333	)	$	(1,423	)	$	(0.06	)

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10TH ADD/COMMONWEALTH TELEPHONE ENTERPRISES, INC./FEBRUARY 10, 2004

COMMONWEALTH TELEPHONE ENTERPRISES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(GAAP)

	THREE MONTHS ENDED DECEMBER 31,				YEAR ENDED DECEMBER 31,
		2003		2002		2003		2002
Basic Earnings per
Average Common Share:
Income before Cumulative Effect of Accounting Change	$	0.63	$	0.79	$	2.54	$	2.44
Cumulative Effect of Accounting Change, Net of Tax	$	0.00	$	0.00	$	0.56	$	0.00
Net Income (Loss)	$	0.63	$	0.79	$	3.10	$	2.44
Weighted Average Common Shares Outstanding		23,498,967		23,421,407		23,515,367		23,390,939
Diluted Earnings per
Average Common Share:
Income before Cumulative Effect of Accounting Change	$	0.63	$	0.78	$	2.52	$	2.42
Cumulative Effect of Accounting Change, Net of Tax	$	0.00	$	0.00	$	0.55	$	0.00
Net Income (Loss) (1)	$	0.63	$	0.78	$	3.07	$	2.42
Weighted Average Common Shares and
Common Stock Equivalents Outstanding		23,656,868		23,556,908		23,697,836		23,568,329

⁽¹⁾ Year ended December 31, 2002, and the three months ended September 30, 2003, were revised to include an additional $0.01 per diluted share, respectively, to fully reflect the anti-dilutive effect of common stock equivalents.

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11TH ADD/COMMONWEALTH TELEPHONE ENTERPRISES, INC./FEBRUARY 10, 2004

COMMONWEALTH TELEPHONE ENTERPRISES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(Dollars in Thousands)

	December 31, 2003		December 31, 2002
ASSETS
CURRENT ASSETS:
Cash and Temporary Cash Investments	$	336,035	$	34,935
Accounts Receivable and Unbilled Revenues, net of Allowance
for Doubtful Accounts of $2,329 in 2003 and $5,520 in 2002		50,240		52,866
Other Current Assets		9,387		10,138
Deferred Income Taxes		17,016		23,669
Total Current Assets		412,678		121,608
PROPERTY PLANT AND EQUIPMENT (NET OF ACCUMULATED
DEPRECIATION OF $452,989 IN 2003 AND $432,435 IN 2002)		410,485		411,370
INVESTMENTS		10,204		9,718
DEFERRED CHARGES AND OTHER ASSETS		18,286		11,343
TOTAL ASSETS	$	851,653	$	554,039

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12TH ADD/COMMONWEALTH TELEPHONE ENTERPRISES, INC./FEBRUARY 10, 2004

COMMONWEALTH TELEPHONE ENTERPRISES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(Dollars in Thousands)

	December 31, 2003			December 31, 2002
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Notes Payable	$	65,000		$	65,000
Current Maturities of Long Term Debt		5,623			9,010
Accounts Payable		29,135			30,503
Advance Billings and Customer Deposits		5,212			5,870
Accrued Expenses		54,331			49,955
Accrued Restructuring Expenses		812			2,029
Total Current Liabilities		160,113			162,367
LONG TERM DEBT		323,898			77,299
DEFERRED INCOME TAXES		79,876			61,083
OTHER LONG TERM LIABILITIES		25,037			32,300
COMMON SHAREHOLDERS' EQUITY:
Common Stock		24,014			27,307
Additional Paid-in Capital		267,076			256,594
Deferred Compensation		(6,452	)		(2,676	)
Other Comprehensive Loss		(2,489	)		(6,961	)
Retained Earnings		24,900			77,969
Treasury Stock at Cost, 1,207,016 shares at December 31, 2003
and 3,829,133 at December 31, 2002		(44,320	)		(131,243	)
Total Common Shareholders' Equity		262,729			220,990
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	851,653		$	554,039

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