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): November 7, 2006

	Commonwealth Telephone Enterprises, Inc.
	(Exact Name of Registrant
	as Specified in Charter)
	Pennsylvania
	(State or Other Jurisdiction of
	Incorporation)
0-11053		23-2093008
(Commission File Number)		(IRS Employer Identification No.)
100 CTE Drive
Dallas, PA		18612-9774
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (570) 631-2700

(Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Conditions.

     The following information is furnished pursuant to Item 2.02, “Results of Operations and Financial Conditions.” On November 7, 2006 Commonwealth Telephone Enterprises, Inc. issued a press release reporting its 2006 third quarter earnings results. A copy of the press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference.

Item 9.01 Financial Statements and Exhibits.

     (d) Exhibits. The following exhibit is filed with this Form 8-K:

Exhibit No.	Description
99.1	Text of Press Release of Commonwealth Telephone Enterprises, Inc., dated November 7, 2006.

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:	November 7, 2006	By:	/s/ Raymond B. Ostroski
			Name:	Raymond B. Ostroski
			Title:	Senior Vice President, General Counsel and
				Secretary

INDEX TO EXHIBIT

Exhibit No.	Description
99.1	Text of Press Release of Commonwealth Telephone Enterprises, Inc., dated November 7, 2006.

EX-99.1

Exhibit 99.1

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

INVESTOR NEWS

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

CTE Reports 2006 Third Quarter Results:

CTE Reports Third Quarter Diluted Earnings Per Share of $0.72

Net New DSL Subscribers Increase 57% Versus Year Ago Quarter End

Michael J. Mahoney, CTE president and CEO, will host a conference call and simultaneous webcast at 9:00 a.m. (EST) today. Mr. Mahoney will review CTE’s 2006 third quarter results. The call is expected to last approximately 30 minutes. To access today’s conference call, please call 1-877-277-1088. The conference call passcode is 8175825. 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 8175825. The webcast will also be available for replay for 48 hours at www.ct-enterprises.com.

Dallas, PA – November 7, 2006 – Commonwealth Telephone Enterprises, Inc. (“CTE”) [Nasdaq: CTCO], today announced financial results for the 2006 third quarter.

CTE 2006 Third Quarter Consolidated Results
For the 2006 third quarter, CTE reported consolidated diluted earnings per share (“EPS”) of $0.72, versus reported diluted EPS of $0.62 in the 2005 third quarter.

CTE’s 2006 third quarter reported diluted EPS of $0.72 includes a $0.15 favorable effect resulting from a July 8, 2006, change in the Commonwealth of Pennsylvania tax law. The tax law change primarily increased the annual allowable Net Operating Loss (“NOL”) deduction. The third quarter reported diluted EPS also reflects an unfavorable effect of $0.08 related to advisory, legal and other fees in connection with the September 18, 2006, announcement of CTE’s agreement to be acquired by Citizens Communications Company [NYSE: CZN].

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CTE - 2

CTE’s 2006 third quarter reported diluted EPS, versus last year’s third quarter, also includes the effect of including additional shares in the diluted EPS calculation due to the conversion rate adjustments made under CTE’s Convertible Notes in connection with CTE’s dividend strategy. Specifically, the 2006 third quarter average fully diluted share count includes an additional 0.4 million shares in connection with the payment of our dividends and their effect on our convertible debt, versus the prior year’s comparable period. The additional shares had a $0.01 unfavorable impact on CTE’s 2006 third quarter reported diluted EPS.

Excluding the $0.06 net favorable effect of the items discussed above, CTE’s 2006 third quarter diluted EPS was above the high end of its previous guidance, and above the First Call mean of $0.62.

CTE’s 2005 third quarter reported diluted EPS of $0.62 includes a $0.02 favorable effect resulting from certain access revenue settlements and network costs settlements included in the CTSI, LLC (“CTSI”), results.

CTE ended the 2006 third quarter with a total of 451,182 switched access lines in service, reflecting a reduction of 3% versus the end of last year’s third quarter. Over the same period, CTE added a record 14,962 net new DSL subscribers, which reflected a growth rate of 57%. In the 2006 third quarter, CTE installed 3,973 net new DSL subscribers and ended the quarter with 41,099 consolidated DSL subscribers.

CTE’s reported consolidated revenues in the 2006 third quarter were $83.7 million, versus 2005 third quarter reported revenues of $83.8 million. CTE’s 2005 third quarter revenues would have been $83.3 million without the effect of the aforementioned access revenue settlements.

CTE’s reported consolidated operating income in the 2006 third quarter was $25.9 million, versus reported consolidated operating income of $27.9 million in last year’s third quarter. CTE’s 2006 third quarter reported operating income includes $3.7 million of expenses in connection with its assessment of strategic alternatives. Excluding the effect of the previously mentioned access revenue and network costs settlements, CTE’s 2005 third quarter operating income would have been $27.1 million.

For the 2006 third quarter, CTE reported net income of $18.8 million, versus reported net income of $16.3 million in the 2005 third quarter. CTE’s 2006 third quarter reported net income includes a $4.3 million favorable effect resulting from the aforementioned change in the Commonwealth of Pennsylvania tax law.

Consolidated capital expenditures (“CAPEX”) were $12.1 million in the 2006 third quarter, versus CAPEX of $11.8 million in the year ago quarter. This year-over-year increase in CAPEX was due to investments in broadband deployment.

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CTE - 3

The table below sets forth highlights of CTE’s 2006 third quarter reported consolidated results, versus the 2005 third quarter:

	2006 Third Quarter	2005 Third Quarter	% Change Inc./(Dec.)
Total Access Lines	451,182	463,491	( 3%)
DSL Subscribers	41,099	26,137	57%
Revenues	$83.7M	$83.8M	-
Operating Income	$25.9M	$27.9M	( 7%)
Depreciation and Amortization	$10.7M	$14.1M	(24%)
CAPEX	$12.1M	$11.8M	3%
Reported EPS	$0.72	$0.62	16%

“We have completed a solid 2006 third quarter,” said Michael J. Mahoney, CTE’s president and chief executive officer. “I am particularly pleased with our continued strong DSL performance, where we added a record 14,962 net new subscribers since the end of last year’s third quarter, reflecting a growth rate of 57%. Another bright spot in the quarter was the growth achieved by CTSI in its general business access line and revenue base, which increased by 5% and 6%, respectively. We maintained our strong balance sheet and cash position in the quarter, and we continue to be well positioned, both operationally and financially, as we move forward in the fourth quarter.”

Commonwealth Telephone Company Results
Commonwealth Telephone Company (“CT”) had a total of 312,376 switched access lines in service at the end of the 2006 third quarter – reflecting a reduction of 4% versus last year’s third quarter. CT’s primary residential access lines in service declined 2% versus the end of the 2005 third quarter. CT’s residential additional line penetration was 31% at the end of the quarter, down from 35% in the year ago quarter, and just below the 32% penetration level at the end of the 2006 second quarter.

In the 2006 third quarter, CT installed 3,516 net new DSL subscribers. CT had 36,102 DSL subscribers in service at the end of the 2006 third quarter, having added a record total of 13,387 net new subscribers over the past four quarters, which reflected a growth rate of 59% versus the end of last year’s third quarter.

CT’s 2006 third quarter reported revenues were $57.6 million, reflecting a 1% increase versus CT’s reported revenues of $57.3 million in the 2005 third quarter.

CT’s 2006 third quarter reported operating income was $30.2 million, versus $27.9 million in the 2005 third quarter, or an increase of 8%.

CT’s 2006 third quarter CAPEX were $8.5 million, versus $7.7 million in the 2005 third quarter. The increase in CAPEX versus last year was attributable to CT’s DSL expansion.

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CTE - 4

CTSI Results
CTSI had a total of 138,806 switched access lines in service at the end of the 2006 third quarter – reflecting a 2% increase versus the 136,443 switched access lines in service at the end of the 2005 third quarter. CTSI’s general business access lines in service increased 5% over the past year, while CTSI’s access lines in service to ISP customers continued to decline, as the dial-up ISP business continued to weaken. At the end of the 2006 third quarter, 99% of CTSI’s access lines were “on-switch,” and 53% were “on-net” (defined as 100% on CTSI’s owned network). CTSI’s business/residential line split at the end of the 2006 third quarter was 92%/8%, reflecting a slightly higher business component versus the end of the 2005 third quarter.

In the 2006 third quarter, CTSI installed 457 net new DSL subscribers. CTSI had 4,997 DSL subscribers in service at the end of the 2006 third quarter, having added a record total of 1,575 net new subscribers over the past four quarters, which reflected a growth rate of 46% versus the end of last year’s third quarter.

CTSI’s 2006 third quarter reported revenues were $20.7 million, versus reported revenues of $21.3 million in the 2005 third quarter. CTSI’s 2005 third quarter revenues included a favorable effect of $0.5 million resulting from certain access revenue settlements.

CTSI’s reported operating income in the 2006 third quarter was $2.6 million, versus reported operating income of $3.0 million in the 2005 third quarter. CTSI’s 2005 third quarter reported operating income included a $0.9 million favorable effect resulting from certain access revenue settlements and network costs settlements.

CTSI’s 2006 third quarter capital expenditures were $3.3 million, versus $3.8 million in the year ago quarter.

2006 Guidance Outlined
The table below sets forth CTE’s consolidated 2006 full year guidance and 2006 fourth quarter EPS guidance, which Mr. Mahoney will review on this morning’s conference call and webcast:

	Item	Previously Communicated 2006 Full Year Guidance (1)	Updated 2006 Full Year Guidance (1)
Consolidated CTE	Access Line Growth	(3%) - (1%)	Unchanged
	Revenue Growth	(1%) - 0%	Unchanged
	Operating Income	$109M - $111M	$111M - $113M
	Depreciation and Amortization	$45M - $46M	$43M - $44M
	Effective Tax Rate	38% - 39%	36% - 37% (2)
	Diluted EPS – 4Q06 (3)	n/a	$0.62 - $0.64
	Diluted EPS – FY06 (3)	$3.01 - $3.05	$3.14 - $3.16
	CAPEX	$44M - $47M	Unchanged

(1)	Does not reflect any conversions of notes.
(2)	Reflects a $4.3 million favorable effect in connection with a change in the Commonwealth of Pennsylvania tax law. The 2006 fourth quarter effective tax rate is expected to be in the 38% to 39% range.
(3)	Includes the effect of an anticipated quarterly dividend to be paid in 4Q06 (subject to declaration by CTE’s Board of Directors), and excludes any additional costs associated with strategic alternatives.

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CTE – 5

About CTE
Headquartered in Dallas, PA, Commonwealth Telephone Enterprises, Inc., serves business and residential customers with a 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 seventh 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 deploys broadband DSL technology to offer high-speed Internet access in the CT and CTSI service territories. CTE’s support businesses include epix® Internet Services (www.epix.net), a rural dial-up Internet service provider (“ISP”), and Commonwealth Communications, a provider of telecommunications equipment and facilities management services.

A web site featuring current information regarding Commonwealth Telephone Enterprises, Inc., can be found on the Internet at www.ct-enterprises.com. However, the information on this web site does not form a part of this release.

Forward-Looking Statements
This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act and CTE intends that such forward-looking statements be subject to these safe harbors. Such forward-looking statements involve risks and uncertainties that could significantly affect expected results in the future differently than expressed in any forward-looking statements made by CTE. These risks and uncertainties include, but are not limited to, uncertainties related to CTE’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, reductions in rates or traffic that are subject to access charges, changes in the competitive environment in which CTE operates and receipt of necessary regulatory approvals.

Important Information for Investors and Stockholders
CTE and Citizens Communications Company (“Citizens”) will file a proxy statement/prospectus with the Securities and Exchange Commission (the “SEC”) in connection with the proposed merger. Investors and stockholders of CTE and Citizens are urged to read the proxy statement/prospectus when it becomes available and any other relevant documents filed with the SEC because they will contain important information about the proposed merger. Investors and stockholders may obtain these documents free of charge at the web site maintained by the SEC at www.sec.gov. In addition, documents filed with the SEC by CTE are available free of charge by directing a request to Commonwealth Telephone Enterprises, Inc., 100 CTE Drive, Dallas, Pennsylvania 18612, Attention: Investor Relations, and documents filed with the SEC by Citizens are available free of charge by directing a request to Citizens Communications Company, 3 High Ridge Park, Stamford, CT 06905, Attention: Investor Relations. The final proxy statement/prospectus will be mailed to stockholders of CTE.

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CTE – 6

This communication shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

CTE, Citizens and certain of their respective directors and executive officers and other members of management and employees are participants in the solicitation of proxies from the stockholders of CTE in connection with the merger. Information about CTE’s directors and executive officers is set forth in the proxy statement for CTE’s 2006 annual meeting of stockholders, which was filed with the SEC on April 19, 2006, and information about Citizens’ directors and executive officers is set forth in the proxy statement for Citizens’ 2006 annual meeting of stockholders, which was filed with the SEC on April 17, 2006. Additional information regarding the interests of such participants will be included in the proxy statement/prospectus and the other relevant documents filed with the SEC when they become available.

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7TH ADD/COMMONWEALTH TELEPHONE ENTERPRISES, INC./NOVEMBER 7, 2006

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

		THREE MONTHS ENDED SEPTEMBER 30, 2006										THREE MONTHS ENDED SEPTEMBER 30, 2005
		CT		CTSI		OTHER			TOTAL			CT		CTSI		OTHER			TOTAL
Sales	$	57,646	$	20,679	$	5,390		$	83,715		$	57,329	$	21,277	$	5,178		$	83,784
Costs & Expenses (excluding depreciation
and amortization and strategic alternatives)		21,771		13,322		8,257			43,350			20,367		13,548		7,809			41,724
Strategic Alternatives		-		-		3,716			3,716			-		-		-			-
Depreciation & Amortization		5,690		4,775		238			10,703			9,097		4,762		259			14,118
Restructuring Reversals		-		-		-			-			-		-		-			-
Operating Income (Loss)		30,185		2,582		(6,821	)		25,946			27,865		2,967		(2,890	)		27,942
Interest and Dividend Income									1,567										1,536
Interest Expense									(3,465	)									(3,448	)
Other Income (Expense), Net									(290	)									(309	)
Equity in Income of Unconsolidated Entities									405										325
Income before Income Taxes									24,163										26,046
Provision for Income Taxes									5,363										9,744
Net Income								$	18,800									$	16,302

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8TH ADD/COMMONWEALTH TELEPHONE ENTERPRISES, INC./NOVEMBER 7, 2006

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

		NINE MONTHS ENDED SEPTEMBER 30, 2006										NINE MONTHS ENDED SEPTEMBER 30, 2005
		CT		CTSI		OTHER			TOTAL			CT		CTSI			OTHER			TOTAL
Sales	$	171,866	$	61,609	$	13,897		$	247,372		$	170,661	$	64,899		$	14,771		$	250,331
Costs & Expenses (excluding depreciation
and amortization and strategic alternatives)		63,086		40,894		24,152			128,132			59,664		40,430			22,834			122,928
Strategic Alternatives		-		-		3,716			3,716			-		-			-			-
Depreciation & Amortization		17,581		14,168		690			32,439			30,526		14,467			971			45,964
Restructuring Reversals		-		-		-			-			-		(31	)		-			(31	)
Operating Income (Loss)		91,199		6,547		(14,661	)		83,085			80,471		10,033			(9,034	)		81,470
Interest and Dividend Income									4,053											7,036
Interest Expense									(10,427	)										(10,393	)
Gain on Dissolution of Rural Telephone Bank									23,623											-
Other Income (Expense), Net									180											(1,733	)
Equity in Income of Unconsolidated Entities									3,023											2,435
Income before Income Taxes									103,537											78,815
Provision for Income Taxes									36,174											29,401
Net Income								$	67,363										$	49,414

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9TH ADD/COMMONWEALTH TELEPHONE ENTERPRISES, INC./NOVEMBER 7, 2006

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

		THREE MONTHS ENDED SEPTEMBER 30,				NINE MONTHS ENDED SEPTEMBER 30,
		2006		2005		2006		2005
Net Income	$	18,800	$	16,302	$	67,363	$	49,414
Net Income Adjustment for Interest on Convertible Debt,
Net of Tax		1,878		1,874		5,635		5,613
Net Income, as Adjusted	$	20,678	$	18,176	$	72,998	$	55,027
Weighted Average Common Shares Outstanding - Basic		21,179,490		21,890,545		21,413,341		21,520,221
Effect of Dilutive Securities on Shares Outstanding:
Stock Options and Restricted Stock		78,522		159,997		74,016		275,248
Convertible Debt		7,619,610		7,182,480		7,511,864		6,519,541
Weighted Average Common Shares Outstanding - Diluted		28,877,622		29,233,022		28,999,221		28,315,010
Basic Earnings per
Average Common Share:
Net Income	$	0.89	$	0.74	$	3.15	$	2.30
Diluted Earnings per
Average Common Share:
Net Income	$	0.72	$	0.62	$	2.52	$	1.94

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10TH ADD/COMMONWEALTH TELEPHONE ENTERPRISES, INC./NOVEMBER 7, 2006

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

		SEPTEMBER 30, 2006		DECEMBER 31, 2005
ASSETS
CURRENT ASSETS:
Cash and Temporary Cash Investments	$	107,857	$	104,968
Accounts Receivable and Unbilled Revenues, Net of Allowance
for Doubtful Accounts of $1,538 in 2006 and $1,362 in 2005		40,720		36,528
Other Current Assets		13,187		8,830
Deferred Income Taxes		10,557		11,275
Total Current Assets		172,321		161,601
PROPERTY PLANT AND EQUIPMENT (NET OF ACCUMULATED
DEPRECIATION OF $571,702 IN 2006 AND $550,007 IN 2005)		371,366		368,506
INVESTMENTS		5,715		10,269
DEFERRED CHARGES AND OTHER ASSETS		13,314		15,018
TOTAL ASSETS	$	562,716	$	555,394

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11TH ADD/COMMONWEALTH TELEPHONE ENTERPRISES, INC./NOVEMBER 7, 2006
COMMONWEALTH TELEPHONE ENTERPRISES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(Dollars in Thousands)
		SEPTEMBER 30, 2006			DECEMBER 31, 2005
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Notes Payable	$	35,000		$	35,000
Capital Lease Obligation		-			360
Accounts Payable		22,653			26,590
Advance Billings and Customer Deposits		5,441			5,248
Accrued Expenses		34,689			38,937
Total Current Liabilities		97,783			106,135
LONG TERM DEBT		300,000			300,000
DEFERRED INCOME TAXES		72,618			72,490
OTHER LONG TERM LIABILITIES		24,656			20,904
COMMON SHAREHOLDERS' EQUITY:
Common Stock		24,226			24,226
Additional Paid-in Capital		102,543			118,723
Deferred Compensation		-			(16,861	)
Other Comprehensive Loss		(2,289	)		(2,415	)
Retained Earnings		61,166			26,327
Treasury Stock at Cost, 3,123,747 Shares at September 30, 2006
and 2,383,564 at December 31, 2005		(117,987	)		(94,135	)
Total Common Shareholders' Equity		67,659			55,865
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	562,716		$	555,394

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12TH ADD/COMMONWEALTH TELEPHONE ENTERPRISES, INC./NOVEMBER 7, 2006

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

		NINE MONTHS ENDED SEPTEMBER 30,
		2006			2005
NET CASH PROVIDED BY OPERATING ACTIVITIES	$	68,906		$	91,106
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to Property, Plant & Equipment		(35,003	)		(29,884	)
Other		870			1,096
Proceeds on Dissolution of Rural Telephone Bank		30,033			-
Net Cash Used in Investing Activities		(4,100	)		(28,788	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Dividends Paid		(31,975	)		(304,961	)
Dividend and Debt Exchange Fees Paid		-			(2,068	)
Proceeds from Exercise of Stock Options		1,743			23,658
Capital Lease Payments		(360	)		(557	)
Payment Made for Debt Issuance Costs		-			(160	)
Stock Repurchases		(31,456	)		-
Tax Benefit on Stock Compensation		131			-
Net Cash Used in Financing Activities		(61,917	)		(284,088	)
Net Increase/(Decrease) in Cash and Temporary Cash Investments		2,889			(221,770	)
Cash and Temporary Cash Investments at Beginning of Period		104,968			312,260
Cash and Temporary Cash Investments at End of Period	$	107,857		$	90,490

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