As filed with the Securities and Exchange Commission on December 1, 1997

                                             Registration No.
                                                                              

                SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, D.C. 20549

                                            

                             FORM S-8

                      REGISTRATION STATEMENT
                              UNDER
                    THE SECURITIES ACT OF 1933

                                            


                   CONESTOGA ENTERPRISES, INC.

          Pennsylvania                              23-256-5087
(State or other jurisdiction                         (I.R.S. Employer
of incorporation or organization)                     Identification No.)

202 East First Street, Birdsboro, Pennsylvania                 19508          
(Address of Principal Executive Offices)                      (Zip Code)

     CONESTOGA ENTERPRISES, INC. EMPLOYEE STOCK PURCHASE PLAN
                     (Full Title of the Plan)

                     John R. Bentz, President
                      202 East First Street
                  Birdsboro, Pennsylvania 19508
                                (610) 582-8777                                
    (Name, Address and Telephone Number, Including Area Code,
                      of Agent for Service)

                             Copy to:

                    John S. Hibschman, Esquire
                      Miller and Murray, LLP
                  542 Court Street, P.O. Box 942
                 Reading, Pennsylvania 19603-0942
                          (610) 376-6651

                                            


 Approximate Date of Commencement of Proposed Sale to the Public:

                         January 1, 1998

                 CALCULATION OF REGISTRATION FEE

                                         Proposed      Proposed
                                         Maximum       Maximum
                             Amount      Offering      Aggregate  Amount of
Title of Each Class of       Being       Price         Offering   Registration
Securities Being Registered  Registered  Per Share(1)  Price (1)  Fee         

Common Stock, $5.00
Par Value                     100,000

                                                                              

(1)  Computed on the basis of the price at which stock of the same class was
sold on December 1, 1997, pursuant to Rule 457(h) of the Securities Act of
1933, as amended, solely for the purpose of calculating the amount of the
registration fee.
                             PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

  The Corporation hereby registers 100,000 shares of the Corporation's Common
Stock, par value $5.00 per share (the "Common Stock"), in connection with the
Conestoga Enterprises, Inc. Employee Stock Purchase Plan (the "Plan"), which
was approved by the Corporation's stockholders at the Corporation's Annual
Meeting on May 3, 1997.  Conestoga Enterprises, Inc. (the "Corporation" or
the "registrant") is incorporated in the Commonwealth of Pennsylvania.


Item 3.   Incorporation of Documents by Reference

  The Corporation hereby incorporates herein by reference into this
Registration Statement the documents listed in (a) through (c) below.  The
Corporation also incorporates all documents subsequently filed by it with the
Securities and Exchange Commission (the "Commission") pursuant to Sections 13
(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold from the date of filing of such documents:

     (a)  The latest annual report of the Corporation pursuant to
Section 13(a) or 15(d) under the Exchange Act;

     (b)  All other reports of the Corporation filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act since the end of the fiscal
year covered by the annual report referred to in (a) above; and

     (c)  The description of the capital stock of the Corporation
contained in the Corporation's Registration Statement on Form 8-A filed
pursuant to Section 12 of the Securities Exchange Act, including any
amendment or report filed for the purpose of updating such description.


Item 4.   Description of Securities

     Not Applicable


Item 5.   Interests on Named Experts and Counsel

     The validity of the shares of Common Stock to be issued in
connection with the Plan is being passed upon by Miller and Murray, LLP,
Reading, Pennsylvania.  James H. Murray, a partner in Miller and Murray, LLP,
is Vice President and a Director of the Corporation.  Partners of Miller and
Murray, LLP, beneficially own Common Shares as follows: James H. Murray,
37,100; John S. Hibschman, 5,048; William F. Colby, Jr. 2,414; Gregory F.
Young, 200; and Brian R. Ott, 230.


Item 6.   Indemnification of Directors and Officers

     As permitted by the Pennsylvania Business Corporation Law (the
"PBCL"), the Corporation's Bylaws provide that directors shall not be
personally liable to the Corporation or its shareholders for monetary damages
for any action taken, or any failure to take any action, unless the director
has breached or failed to perform the duties of his or her office under
applicable Pennsylvania law and the breach or failure to perform constitutes
self-dealing, willful misconduct or recklessness.  These provisions, however,
do not apply to the responsibility or liability of a director pursuant to any
criminal statute or the liability of a director for the payment of taxes
pursuant to local, state or federal law.

     Sections 1741 and 1742 of the PBCL generally provide that a
corporation may indemnify directors and officers against liabilities they may
incur in such capacity provided that the particular person acted in good faith
and in a manner he or she reasonably believed to be in, or not opposed to, the
best interests of the corporation, and, with respect to any criminal
proceeding, had no reasonable cause to believe his or her conduct was unlawful.
In the case of actions against a director or officer by or in the right of the
corporation, the power to indemnify extends only to expenses (not judgments
and amounts paid in settlement) and such power generally does not exist if the
person otherwise entitled to indemnification shall have been adjudged to be
liable to the corporation unless it is judicially determined that, despite the
adjudication of liability but in view of all the circumstances of the case,
the person is fairly and reasonably entitled to indemnification for specified
expenses.  Section 1743 of the PBCL also requires a corporation to indemnify
directors and officers against expenses they may incur in defending actions
against them in such capacities if they are successful on the merits or
otherwise in the defense of such actions.

     Section 1746 of the PBCL also grants a corporation broad authority,
beyond the power granted under Sections 1741 and 1742, to indemnify its
directors, officers and other agents for liabilities and expenses incurred in
such capacity, except in circumstances where the act or failure to act giving
rise to the claim for indemnification is determined by a court to have
constituted willful misconduct or recklessness.  Pursuant to the authority of
Section 1746 of the PBCL, the Corporation's Bylaws provide for indemnification
of directors, officers and other agents of the Corporation to the extent
otherwise permitted by Section 1741 of the PBCL and also in certain
circumstances not otherwise permitted by Section 1741 and 1742 of the PBCL.


Item 7.   Exemption from Registration Claimed

          Not Applicable

Item 8.   Exhibits

          Exhibit   
          Number    Description

          4.1       Articles of Incorporation of the Corporation. (1)

          4.2       Bylaws of the Corporation. (2)

          5.1       Opinion of Miller and Murray, LLP regarding legality of
                    the Common shares being registered.

          23.1      Consent of Miller and Murray, LLP.

          23.2      Consent of Beard and Company, Inc.

          24.1      Powers of Attorney (included on the signature page).

          99.1      Conestoga Enterprises, Inc. Employee Stock Purchase
                    Plan.

           (1)  Incorporated herein by reference to sequentially numbered
               pages 53-56 to the Corporation's Annual Report on Form 10-K
               for the year ended December 31, 1992.

          (2)  Incorporated herein by reference to sequentially numbered 57-66
           to the Corporation's Annual Report on Form 10-K for the year ended
            December 31, 1992.

<PAGE>
Item 9.   Undertakings

          (a)  The undersigned registrant hereby undertakes:

               (1)  To file during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement to
include any material information with respect to the plan of distribution not
previously disclosed in this Registration Statement or any material change to
such information in this Registration Statement.

               (2)  That, for the purpose of determining any liability under
the Securities Act of 1933 (the "Securities Act"), each such post-effective
amendment shall be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

               (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

          (b)  The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act) that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

          (c)  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions described in Item 6 of this
Registration Statement, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable.  In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
                            SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Borough of Birdsboro, Commonwealth of
Pennsylvania, on November 25, 1997.

                                   CONESTOGA ENTERPRISES, INC.

                                   By:/s/ John R. Bentz               
                                        John R. Bentz
                                        President

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on November 25, 1997.



        Signature                         Title                         Date


/s/ F. M. Brown                    Chairman of the Board              11/25/97
F. M. Brown                        and a Director


/s/ John R. Bentz                  President and a Director           11/25/97
John R. Bentz


/s/ James H. Murray                Vice President and a Director      11/25/97
James H. Murray


/s/ Kenneth A. Benner              Secretary/Treasurer and a          11/25/97
Kenneth A. Benner                  Director


/s/ Albert H. Kramer               Executive Vice President           11/25/97
Albert H. Kramer


/s/ Donald R. Breitenstein         Controller and a Director          11/25/97
Donald R. Breitenstein             (principal accounting officer)


/s/ Robert E. Myers                Director                           11/25/97
Robert E. Myers


/s/ Jean M. Ruhl                   Director                           11/25/97
Jean M. Ruhl


/s/ John M. Sausen                 Director                           11/25/97
John M. Sausen


/s/ Richard G. Weidner             Director                           11/25/97
Richard G. Weidner<PAGE>
                          EXHIBIT INDEX


                                                    Sequential Page Number
Exhibit No.                                              or Reference  

4.1          Articles of Incorporation of the       Incorporated by reference.
             Corporation

4.2          Bylaws of the Corporation              Incorporated by reference.

5.1          Opinion of Miller and Murray, LLP      Filed herewith at Page   .
             regarding legality of the Common 
             Shares being registered

23.1         Consent of Miller and Murray, LLP      Filed herewith at Page   .

23.2         Consent of Beard and Company, Inc.     Filed herewith at Page   .

24.1         Powers of Attorney                     Included on the Signature
                                                    Page.

99.1         Conestoga Enterprises, Inc.            Filed herewith at Page   .
             Employee Stock Purchase Plan

<PAGE>
                                                               260
                        November 25, 1997





Securities and Exchange Commission
Washington, D.C. 20549

    Re: Registration on Form S-8 Registration Statement of 100,000 Shares
        to be Issued Pursuant to the Conestoga Enterprises, Inc. Employee
        Stock Purchase Plan

Gentlemen:

    It is the opinion of this firm, counsel for the above registrant, that
the above stock can be legally registered and when said stock is sold will be
legally issued, fully paid and non-assessable under the laws of the
Commonwealth of Pennsylvania and the United States of America.

             Very truly yours,

             MILLER AND MURRAY, LLP





jms













                             Exhibit 5                                          
                                           260
                        November 25, 1997





Securities and Exchange Commission
Washington, D.C. 20549

    Re: Registration on Form S-8 Registration Statement of 100,000 Shares
        to be Issued Pursuant to the Conestoga Enterprises, Inc. Employee
        Stock Purchase Plan

Gentlemen:

    On behalf of Miller and Murray, LLP, we consent to the reference to us
in the registrant's Prospectus and Registration Statement on Form S-8 as to
the giving of legal opinions in matters pertaining to the Prospectus and
Registration Statement, and, also, we consent to the use of our name with
respect to the opinion letter, being Exhibit No. 5 of the Registration
Statement, as amended.

             Very truly yours,

             MILLER AND MURRAY, LLP





jms











                           Exhibit 23.1
                           CONSENT OF INDEPENDENT ACCOUNTANTS







To the Board of Directors
Conestoga Enterprises, Inc.
Birdsboro, Pennsylvania 19508


    In connection with the foregoing Registration Statement on Form S-8 and
the related Prospectus, we hereby consent to the incorporation by reference
herein of our report dated January   , 1997, which appears in the annual
report on Form 10-K of Conestoga Enterprises, Inc.

    We also consent to the reference to our firm under the caption
"Experts" in the Prospectus referred to in this Registration Statement.



             BEARD & COMPANY, INC.


Reading, Pennsylvania
November 25, 1997
























                           Exhibit 23.2
   CONESTOGA ENTERPRISES, INC. EMPLOYEE STOCK PURCHASE PLAN

    The following constitutes the Employee Stock Purchase Plan of
Conestoga Enterprises, Inc. (the "Company").
    Section 1.  Purpose.  The Conestoga Enterprises, Inc. Employee Stock
Purchase Plan (the "Plan") is intended to facilitate, through accumulated
employee payroll deductions, the participation by eligible employees of the
Company and its Designated Subsidiaries in the ownership and economic progress
of the Company by offering such employees the opportunity to purchase shares
of the Company's Common Stock, par value $5 per share ("Common Stock"), during
defined stock purchase periods.
    Section 2.  Administration.
    a.   Committee.  The Plan shall be administered by a committee (the
"Committee") appointed by the Board of Directors of the Company.  The Committee
shall be constituted so that at all relevant times it meets the then-
applicable requirements of Rule 16b-3 (or its successor) promulgated under the
Securities Exchange Act of 1934, as amended ("Rule 16b-3").  Subject to the
direction of the Board of Directors and the express provisions of the Plan,
the Committee shall be authorized: to prescribed, amend and rescind rules and
regulations relating to the Plan and the Committee's administration thereof;
to interpret the Plan; to fix the terms of the offering under the Plan; to
restrict participation in the Plan consistent with any requirement of law or
regulation; to suspend the operation of the Plan; and to make all other
determinations necessary to the administration of the Plan,
including the appointment of individuals to facilitate the day-to-day
operation thereof.  The Committee's determinations as to the interpretation
and operation of the Plan shall be final and conclusive.
    b.   Secretary.  The Secretary of the Company (the "Secretary"), or
such other person as the Committee may designate, shall, under the direction
of the Committee, maintain records, send detailed statements of account to
Participants and perform such other duties relating to the Plan as the
Committee may specify from time to time.  The Secretary will hold for
safekeeping the shares purchased under the Plan in accounts for the
Participants ("Plan Accounts") until termination of participation in the Plan
or until a written request is received for withdrawal of all or part of a
Participant's shares.  Shares acquired under the Plan and held by the
Secretary may be registered in the name of a nominee as
agent for Participants in the Plan.
    Section 3.  Shares Subject to the Plan.  Shares of Common Stock to be
acquired by Participants under the Plan shall be acquired from the Company
and may be either original issue or treasury shares.  Subject to the
adjustment under Section 19, not more than 100,000 shares of Common Stock may
be acquired by Participants under the Plan.
    Section 4.  Eligibility.  "Eligible Employee" shall mean each person
who, on any day during an Enrollment Period (as defined in Section 7) is an
Employee (as defined in Section 5) of the Company or a Designated Subsidiary,
and has completed at least ninety (90) days of Continuous Service.
    As a condition to being or remaining an Eligible Employee, the
Committee may also require that the legal guardian of a Participant who is
not, for any reason, competent to enter into a contract, affirm the
Participant's actions with respect to the Plan.  The Committee may develop
rules and make determinations as to the effect of temporary or longer-term
interruptions in services and in active employment on an Employee's
eligibility for purposes of the Plan.
    Section 5.  Certain Definitions.  The following definitions shall
apply for purposes of the Plan:
    "Designated Subsidiary" shall mean the Subsidiaries which have been
designated by the Board from time to time in its sole discretion as eligible
to participate in the Plan.
    "Subsidiary" shall mean any corporation in which the Company owns,
directly or indirectly, shares in numbers exceeding 50% of the voting capital
stock thereof, whether or not such corporation now exists or is hereafter
organized or acquired by the Company.
    "Employee" shall mean each person, including an officer, on the then-
current payroll of employees of the Company or a Designated Subsidiary,
excluding (1) a person whose customary employment is less than 19 hours per
week and in aggregate less than 1,000 hours annually and (2) a person whose
customary employment is not for more than five months in any calendar year.
    "Continuous Service" shall mean the period of time that an Employee
has been continually on the payroll of employees of the Company and/or one or
more of the Designated Subsidiaries.
    Section 6.  Stock Purchase Periods.  The opportunity to purchase such
shares of Common Stock under the Plan shall be offered during continuous
periods of one calendar month each in duration ("Stock Purchase Period").
From time to time, the Committee, in its sole discretion, may limit the
aggregate number of shares of Common Stock to be available, or may limit the
maximum number of shares which may be purchased by each Participant, during
any Stock Purchase Period.  If the Plan becomes oversubscribed for any Stock
Purchase Period, the Committee may adopt rules for prorating the available
Common Stock among Participants and refunding excess amounts held in the
Participant's Stock Purchase Accounts established by Section 7 of the Plan.
    Section 7.  Enrollment and Payroll Deductions.
    a.   An Eligible Employee may enroll as a Participant in the Plan no
later than the fifteenth (15th) business day of the month preceding the month
in which payroll deductions under the Plan commence ("Enrollment Period") or
during any such other Enrollment Period as may be established by the
Committee.  Enrollment in the Plan shall be made by completing and filing the
prescribed payroll deduction authorization form provided by the Company and
filing such form with the Company.
    b.   A participant may elect payroll deductions of any whole
percentage from two percent (2%) through ten percent (10%) of the
Participant's regular pay, shift pay, overtime and double-time pay, vacation,
personal illness pay, holiday pay, jury duty, personal holidays, commissions,
funeral pay and paid time off and such other amounts as may be included by the 
Committee ("Current Compensations")
Compensations").  All other elements of compensation are excluded from Current
Compensation.  Such elected percentage may be increased or decreased under the
Plan by the Participant's filing of a new authorization form with the
Company's payroll office during a subsequent Enrollment Period, but the
Participant shall not be entitled to suspend payroll deductions except by
withdrawing from the Plan pursuant to Section 14.
    c.   The Company or the Designated Subsidiary will maintain a
bookkeeping account in U.S. dollars to reflect each Participant's payroll
deductions hereunder ("Stock Purchase Account").  The funds recorded in the
Stock Purchase Accounts will be included in general corporate funds, and no
interest will be paid by the Company or a Designated Subsidiary on such funds.
A Participant may not pay into a Stock Purchase Account other than by payroll
deduction.
    Section 8.  Fair Market Value.  In any determination of fair market
value under the Plan, the fair market value of one share of Common Stock
shall mean the average of the bid and asked prices per share of Common Stock
for each trading day during the 30 calendar days prior to the day for which
the determination of fair market value is required as reported on the National
Association of Securities Dealers, Inc., Automated Quotation System, Inc.;
provided, however, that, in any case, if the Committee determines for any
reason that the fair market value as so determined does not accurately
reflect the fair market value of the Common Stock, then the Committee may, in
its sole and absolute discretion, establish the fair market value of the
Common Stock for purposes of the Plan, which fair market value shall be
conclusive and binding for all purposes hereunder.  For purposes of purchasing
Common Stock for the Participants' Plan Accounts, the fair market value shall
be calculated on the last business day of each Stock Purchase Period.  For
purposes of determining the value of fractional shares upon withdrawal or
Plan termination, the fair market value shall be determined as soon as
practicable after withdrawal or Plan termination.  For purposes of dividend
reinvestment under the Plan (see Section 17), the fair market value shall be
determined on such basis as the Committee shall deem appropriate.
    No shares shall be sold by the Company to Participants in the Plan at
less than the par value of such shares.
    Section 9.  Purchases of Common Stock.  As soon as practicable after
the last business day of each Stock Purchase Period, the Company shall
transfer to the Secretary such number of shares of Common Stock as can be
purchased by the  combined balance of all Participants' Stock Purchase Accounts
on the last day of the Stock Purchase Period at a price equal to ninety-five
percent (95%) of the fair market value, as defined in Section 8; provided,
however, that the fair market value of the shares so transferred may be less
than the combined balance of all Participants' Stock Purchase Accounts on the
last day of the Stock Purchase Period in the event of an oversubscription
during any Stock Purchase Period as provided in Section 3 and provided,
further, that no such transfer shall be made by the Company in the event the
Plan is terminated as provided in Section 21.  The Secretary shall allocate
the Common Stock among the Participants' Plan Accounts established pursuant
to Section 2 in proportion to the funds in their respective Stock Purchase
Accounts.
    Section 10.  Fractional Shares.  Unless otherwise determined by the
Committee, fractional shares of Common Stock, computed to four decimals places,
shall be allocated under the Plan and credited to the Plan Account of each
Participant; however, no certificates will be issued for fractional share
interests credited to a Participant under the Plan.  In the event the
Committee determines that fractional shares shall not be so allocated and
credited, it shall establish rules dealing with any amount in a Participant's
Stock Purchase Account or the amount of any dividend to be reinvested under
the Plan's dividend reinvestment program that is insufficient to purchase a
whole share of Common Stock under the Plan.
    Section 11.  Reports to Participants.  As soon as practicable after
March, June, September and December of each year, a quarterly statement of
account will be sent to each Participant.  The statement is a Participant's
continuing record of the cost of purchases and should be retained for income
tax purposes.  In addition, each Participant will be sent copies of other
communications sent to holders of the Company's Common Stock, including the
Company's Annual Report, the Notice of Annual Meeting and Proxy Statement, and
any Internal Revenue Service information for reporting dividend income.
    Section 12.  Certificates for Shares.
    a.   No certificate will be issued to a Participant for shares
credited to his or her account until withdrawal of the Participant from the
Plan or unless he or she so requests the Secretary in writing.  The number of
shares credited to a Participant's Plan Account will be shown on the
Participant's quarterly statement of account.
    b.   At any time, a Participant may withdraw shares from his or her
Plan Account by requesting in writing that the Secretary send him or her a
certificate for all or part of the whole shares credited to his or her Plan
Account (see the final paragraph of this Section 12 if shares are to be
issued in other than the Participant's name).  This request should be mailed
to the Conestoga Enterprises, Inc. Employee Stock Purchase Plan, 202 East
First Street, Birdsboro, Pennsylvania 19508, Attention: Suzanne Torak.  If,
however, a request for withdrawal is received on or after the record date for
a dividend, any cash dividend paid on that dividend payment date with respect
to such shares will still be reinvested for the Participant and credited to
his or her Plan Account.  Any remaining whole shares and fractions of a share
will continue to be credited to the Participant's Plan Account.
    c.   Certificates will only be issued for whole shares.
Certificates for fractional share interests will not be issued to
Participants under any circumstances.
    d.   Plan Accounts are maintained in the name of the Participant
only and certificates for whole shares, when issued, will be registered in
the name of the Participant only.  Should a Participant want these shares
re-registered in any name other than his or her own name, he or she must make a
separate request for such re-registration indicating such name in his or her
request.  In the event of such re-registration, a Participant would be
responsible for any possible transfer taxes and for compliance with any
applicable transfer requirements.
    Section 13.  Voting Shares Held by the Plan.
    a.   Both whole and fractional shares (unless the Committee
determines not to allocate fractional shares pursuant to Section 10 hereof)
credited to a Participant;s Plan Account will be voted at shareholders'
meetings, with fractional shares having proportionate voting rights, as the
Participant directs in the manner hereinafter provided.
    b.   A proxy card, together with the Company's proxy statement, will
be sent to each Participant in connection with any annual or special meeting
of shareholders, as in the case of other shareholders who are not
Participants.  This proxy will apply only to all shares credited to the
Participant's Plan Account.  A separate proxy card and proxy statement will
be sent with respect to any shares registered in the Participant's own name.
    c.   As in the case of non-Participant shareholders, if no
instructions are indicated on a properly signed and returned proxy card, all
of the Participant's shares -- those registered in his or her name, if any,
or those credited to such Participant's Plan Account, whichever is applicable
will be voted in accordance with the proxy card.  If the proxy card is not
returned or is returned unsigned, the Participant's shares may be voted only
if the Participant or a duly appointed representative votes in person at the
meeting and, as to the shares credited to the Participant's Plan Account,
obtains a proxy from the shareholder of record of the credited shares,
specifically the Secretary or its nominee.
    Section 14.  Withdrawal and Termination of Employment.
    a.   A Participant may withdraw from the Plan at any time by giving
notice to the Company in accordance with rules established by the Committee.
This notice shall be effective in suspending payroll deductions under the
Plan as soon as practicable after receipt by the Company.  However, the
balance in the Participant's Stock Purchase Account existing at the time
notice becomes effective in suspending payroll deductions will be utilized
for acquisition of Common Stock pursuant to the Plan.  Termination of
employment, including death, of a Participant or failure of a Participant to
continue to be an Eligible Employee shall result in automatic withdrawal from
the Plan in accordance with rules established by the Committee.
    b.   Upon withdrawal from the Plan, a certificate shall be issued to
the participant as soon as practicable for the number of whole shares in the
Participant's Plan Account and a check equal to the fair market value
(determined as provided in Section 8) of any fractional shares shall be issued
to the Participant.
    c.  A Participant who has withdrawn from the Plan shall not be
eligible to re-enroll in the Plan until the third Enrollment Period following
the date of receipt of such Participant's prior notice of withdrawal.
    Section 15.  Plan Expenses and Responsibilities.
    a.   The Company shall bear all expenses of administering and
operating the Plan.  Such administration and operation by the Company with
respect to shares purchased under the Plan shall cease when a certificate for
such shares is issued (or cash paid for fractional shares in the event of
withdrawal or Plan termination) to the Participant.
    b.   Neither the Company, the Committee nor the Secretary will be
liable under the Plan for any act done in good faith or for any good-faith
omission to act, including without limitation any claim of liability arising
out of failure to terminate a Participant's Plan Account upon such
Participant's death or with respect to the prices at which shares are
purchased for the Participant's Plan Account, the times when such purchases
are made, or with respect to any fluctuation in market value of the Common
Stock.
    c.   The Participant should recognize that the Company cannot assure
the Participant of a gain or protect him or her against a loss on the shares
purchased under the Plan.
    d.   The Company reserves the right to interpret and regulate the
Plan as it deems necessary or desirable in connection with the Plan's
operation.
    Section 16.  Rights Non-transferable.  Neither the Participant's right
to purchase Common Stock under the Plan nor the funds accumulated in the
Participant's Stock Purchase Account may be sold, transferred, pledged,
assigned or otherwise disposed of by the Participant, and such right to
purchase is exercisable only by the Participant or by his or her guardian or
legal representative.
    Section 17.  Dividend Reinvestment Plan.  All Common Stock held by the
Secretary in a Participant's Plan Account will automatically participate in
the Plan's dividend reinvestment program, whereby any dividends paid with
respect to the Common Stock in a Participant's Plan Account will be reinvested
in additional shares of Common Stock.  Such shares will be purchased from the
Company at their fair market value (as defined in Section 8 of the Plan) and
transferred by the Secretary to the Participant's Plan Account.  The number of
shares purchased will depend on the amount of the dividends on the shares in
the Participant's Plan Account and the fair market value per share.  A
Participant's Plan Account will be credit with the number of shares, including
fractions, if any, as set forth in Section 10 of the Plan, equal to the amount
of dividends to be invested divided by the applicable purchase price per
share.  If a Participant is subject to backup withholding under the then
applicable Federal income tax laws, the amount of
dividends to be reinvested will be reduced by the amount required to be
withheld by the Company.  Participants' Plan Accounts will be credited with
dividends with respect to fractions as well as whole shares.
    Section 18.  Rights Offerings, Stock Dividends and Stock Splits.
    a.   If a Participant is entitled to participate in a rights
offering by the Company, entitlement will be based on his or her total
holdings, including shares credited to the Participant pursuant to the Plan.
Rights certificates will, however, be issued for the number of whole shares
only.
    b.   Any dividend payable in stock or split shares distributed by
the Company on shares held in a Participant's Plan Account will be added to
and become part of such Plan Account.  The portion of such dividend
distributed on shares registered in the Participant's own name, will be mailed
directly to the Participant in the same manner as to shareholders who are not
Participants.
    Section 19.  Adjustments in Number of Shares.
    a.   In the event that a dividend shall be declared upon the Common
Stock payable in shares of said stock, the number of shares of Common Stock
available for issuance pursuant to the Plan shall be adjusted by adding
thereto the number of shares which would have been distributable thereon if
such shares had been outstanding on the date fixed for determining the
shareholders entitled to receive such stock dividend.
    b.   In the event that the outstanding shares of Common Stock shall
be changed into or exchanged for a different number or kind of shares of
stock or other securities of the Company or of another corporation, whether
through reorganization, recapitalization, stock split-up, combination of
shares, merger or consolidation, then there shall be substituted for the
shares available for issuance pursuant to the Plan, the number and kind of
shares of stock or other securities which would have been substituted
therefor if such shares had been outstanding on the date fixed for
determining the shareholders entitled to receive such changed or substituted
stock or other securities.
    c.   In the event there shall be any change, other than specified in
this Section 19, in the number or kind of outstanding shares of Common Stock
of the Company or of any stock or other securities into which such Common
Stock shall be changed or for which it shall have been exchanged, then, if the
Board of Directors shall determine, in its discretion, that such change
equitably requires an adjustment in the number or kind of shares which are
available for issuance pursuant to the Plan, such adjustment shall be made by
the Board of Directors and shall be effective and binding for all purposes of
the Plan.
    d.   No adjustment or substitution provided for in this Section 19
shall require the Company to issue or to sell a fractional share under the
Plan, and the total adjustment or substitution may be limited accordingly.
    Section 20.  Government Regulation.  Notwithstanding any provision of
the Plan, the Company's sale and delivery of Common Stock under the Plan is
at all time subject to obtaining any and all approvals of any governmental
authority required in connection with the authorization, issuance, sale, or
delivery of such Common Stock.
    Section 21.  Effective Date and Amendment or Termination of Plan.
    a.   The Plan shall become effective on January 1, 1998 (the
"Effective Date").  The Plan shall automatically terminate ten years from the
Effective Date, unless otherwise terminated or extended by the Board of
Directors; provided, however, that unless otherwise provided by the Committee,
payroll deductions shall not be made with respect to compensation for work
completed less than one month prior to such automatic termination date. Unless
shareholder approval would be required to meet the applicable requirements of
Rule 16b-3, the Board of Directors may by resolution alter, amend, suspend,
extend or terminate the Plan at any time.
    b.   Upon termination of the Plan, any funds in each Participant's
Stock Purchase Account shall be refunded to the Participant within 30 days of
such termination, a certificate for the whole number of shares in each
Participant's Plan Account shall be issued to the Participant and a check
equal to the fair market value (determined as provided in Section 8) of any
fractional shares shall be issued to the Participant.  However, in the event
the Company or its successor terminates the Plan for the purpose of
establishing another employee stock purchase plan, a Participant in the Plan
will be enrolled automatically in such other plan and shares credited to his
or her Plan Accounts will be credited automatically under such other plan,
unless proper notice is received to the contrary.

Adopted the 25th day of February, 1997.
                        CONESTOGA ENTERPRISES, INC.
                        By:                              
                        Attest:
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As filed with the Securities and Exchange Commission on December 1, 1997

                                             Registration No.
                                                                              

                SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, D.C. 20549

                                            

                             FORM S-8

                      REGISTRATION STATEMENT
                              UNDER
                    THE SECURITIES ACT OF 1933

                                            

                   CONESTOGA ENTERPRISES, INC.

          Pennsylvania                              23-256-5087
(State or other jurisdiction                         (I.R.S. Employer
of incorporation or organization)                     Identification No.)

202 East First Street, Birdsboro, Pennsylvania                 19508          
(Address of Principal Executive Offices)                      (Zip Code)

     CONESTOGA ENTERPRISES, INC. EMPLOYEE STOCK PURCHASE PLAN
                     (Full Title of the Plan)

                     John R. Bentz, President
                      202 East First Street
                  Birdsboro, Pennsylvania 19508
                                (610) 582-8777                                
    (Name, Address and Telephone Number, Including Area Code,
                      of Agent for Service)

                             Copy to:

                    John S. Hibschman, Esquire
                      Miller and Murray, LLP
                  542 Court Street, P.O. Box 942
                 Reading, Pennsylvania 19603-0942
                          (610) 376-6651

                                            

 Approximate Date of Commencement of Proposed Sale to the Public:

                         January 1, 1998

                 CALCULATION OF REGISTRATION FEE

                                         Proposed      Proposed
                                         Maximum       Maximum
                             Amount      Offering      Aggregate  Amount of
Title of Each Class of       Being       Price         Offering   Registration
Securities Being Registered  Registered  Per Share(1)  Price (1)  Fee         

Common Stock, $5.00
Par Value                     100,000

                                                                              

(1)  Computed on the basis of the price at which stock of the same class was
sold on December 1, 1997, pursuant to Rule 457(h) of the Securities Act of
1933, as amended, solely for the purpose of calculating the amount of the
registration fee.
                             PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

  The Corporation hereby registers 100,000 shares of the Corporation's Common
Stock, par value $5.00 per share (the "Common Stock"), in connection with the
Conestoga Enterprises, Inc. Employee Stock Purchase Plan (the "Plan"), which
was approved by the Corporation's stockholders at the Corporation's Annual
Meeting on May 3, 1997.  Conestoga Enterprises, Inc. (the "Corporation" or
the "registrant") is incorporated in the Commonwealth of Pennsylvania.

Item 3.   Incorporation of Documents by Reference

  The Corporation hereby incorporates herein by reference into this
Registration Statement the documents listed in (a) through (c) below.  The
Corporation also incorporates all documents subsequently filed by it with the
Securities and Exchange Commission (the "Commission") pursuant to Sections 13
(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold from the date of filing of such documents:

     (a)  The latest annual report of the Corporation pursuant to
Section 13(a) or 15(d) under the Exchange Act;

     (b)  All other reports of the Corporation filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act since the end of the fiscal
year covered by the annual report referred to in (a) above; and

     (c)  The description of the capital stock of the Corporation
contained in the Corporation's Registration Statement on Form 8-A filed
pursuant to Section 12 of the Securities Exchange Act, including any
amendment or report filed for the purpose of updating such description.

Item 4.   Description of Securities

     Not Applicable

Item 5.   Interests on Named Experts and Counsel

     The validity of the shares of Common Stock to be issued in
connection with the Plan is being passed upon by Miller and Murray, LLP,
Reading, Pennsylvania.  James H. Murray, a partner in Miller and Murray, LLP,
is Vice President and a Director of the Corporation.  Partners of Miller and
Murray, LLP, beneficially own Common Shares as follows: James H. Murray,
37,100; John S. Hibschman, 5,048; William F. Colby, Jr. 2,414; Gregory F.
Young, 200; and Brian R. Ott, 230.

Item 6.   Indemnification of Directors and Officers

     As permitted by the Pennsylvania Business Corporation Law (the
"PBCL"), the Corporation's Bylaws provide that directors shall not be
personally liable to the Corporation or its shareholders for monetary damages
for any action taken, or any failure to take any action, unless the director
has breached or failed to perform the duties of his or her office under
applicable Pennsylvania law and the breach or failure to perform constitutes
self-dealing, willful misconduct or recklessness.  These provisions, however,
do not apply to the responsibility or liability of a director pursuant to any
criminal statute or the liability of a director for the payment of taxes
pursuant to local, state or federal law.

     Sections 1741 and 1742 of the PBCL generally provide that a
corporation may indemnify directors and officers against liabilities they may
incur in such capacity provided that the particular person acted in good faith
and in a manner he or she reasonably believed to be in, or not opposed to, the
best interests of the corporation, and, with respect to any criminal
proceeding, had no reasonable cause to believe his or her conduct was unlawful.
In the case of actions against a director or officer by or in the right of the
corporation, the power to indemnify extends only to expenses (not judgments
and amounts paid in settlement) and such power generally does not exist if the
person otherwise entitled to indemnification shall have been adjudged to be
liable to the corporation unless it is judicially determined that, despite the
adjudication of liability but in view of all the circumstances of the case,
the person is fairly and reasonably entitled to indemnification for specified
expenses.  Section 1743 of the PBCL also requires a corporation to indemnify
directors and officers against expenses they may incur in defending actions
against them in such capacities if they are successful on the merits or
otherwise in the defense of such actions.

     Section 1746 of the PBCL also grants a corporation broad authority,
beyond the power granted under Sections 1741 and 1742, to indemnify its
directors, officers and other agents for liabilities and expenses incurred in
such capacity, except in circumstances where the act or failure to act giving
rise to the claim for indemnification is determined by a court to have
constituted willful misconduct or recklessness.  Pursuant to the authority of
Section 1746 of the PBCL, the Corporation's Bylaws provide for indemnification
of directors, officers and other agents of the Corporation to the extent
otherwise permitted by Section 1741 of the PBCL and also in certain
circumstances not otherwise permitted by Section 1741 and 1742 of the PBCL.

Item 7.   Exemption from Registration Claimed

          Not Applicable

Item 8.   Exhibits

          Exhibit   
          Number    Description

          4.1       Articles of Incorporation of the Corporation. (1)

          4.2       Bylaws of the Corporation. (2)

          5.1       Opinion of Miller and Murray, LLP regarding legality of
                    the Common shares being registered.

          23.1      Consent of Miller and Murray, LLP.

          23.2      Consent of Beard and Company, Inc.

          24.1      Powers of Attorney (included on the signature page).

          99.1      Conestoga Enterprises, Inc. Employee Stock Purchase
                    Plan.

           (1)  Incorporated herein by reference to sequentially numbered
               pages 53-56 to the Corporation's Annual Report on Form 10-K
               for the year ended December 31, 1992.

          (2)  Incorporated herein by reference to sequentially numbered 57-66
           to the Corporation's Annual Report on Form 10-K for the year ended
            December 31, 1992.
Item 9.   Undertakings

          (a)  The undersigned registrant hereby undertakes:

               (1)  To file during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement to
include any material information with respect to the plan of distribution not
previously disclosed in this Registration Statement or any material change to
such information in this Registration Statement.

               (2)  That, for the purpose of determining any liability under
the Securities Act of 1933 (the "Securities Act"), each such post-effective
amendment shall be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

               (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

          (b)  The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act) that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

          (c)  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions described in Item 6 of this
Registration Statement, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable.  In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
                            SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Borough of Birdsboro, Commonwealth of
Pennsylvania, on November 25, 1997.

                                   CONESTOGA ENTERPRISES, INC.

                                   By:/s/ John R. Bentz               
                                        John R. Bentz
                                        President

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on November 25, 1997.

        Signature                         Title                         Date

/s/ F. M. Brown                    Chairman of the Board              11/25/97
F. M. Brown                        and a Director

/s/ John R. Bentz                  President and a Director           11/25/97
John R. Bentz

/s/ James H. Murray                Vice President and a Director      11/25/97
James H. Murray

/s/ Kenneth A. Benner              Secretary/Treasurer and a          11/25/97
Kenneth A. Benner                  Director

/s/ Albert H. Kramer               Executive Vice President           11/25/97
Albert H. Kramer

/s/ Donald R. Breitenstein         Controller and a Director          11/25/97
Donald R. Breitenstein             (principal accounting officer)

/s/ Robert E. Myers                Director                           11/25/97
Robert E. Myers

/s/ Jean M. Ruhl                   Director                           11/25/97
Jean M. Ruhl

/s/ John M. Sausen                 Director                           11/25/97
John M. Sausen

/s/ Richard G. Weidner             Director                           11/25/97
Richard G. Weidner
EXHIBIT INDEX

                                                    Sequential Page Number
Exhibit No.                                              or Reference  

4.1          Articles of Incorporation of the       Incorporated by reference.
             Corporation

4.2          Bylaws of the Corporation              Incorporated by reference.

5.1          Opinion of Miller and Murray, LLP      Filed herewith at Page   .
             regarding legality of the Common 
             Shares being registered

23.1         Consent of Miller and Murray, LLP      Filed herewith at Page   .

23.2         Consent of Beard and Company, Inc.     Filed herewith at Page   .

24.1         Powers of Attorney                     Included on the Signature
                                                    Page.

99.1         Conestoga Enterprises, Inc.            Filed herewith at Page   .
             Employee Stock Purchase Plan
260
                        November 25, 1997

Securities and Exchange Commission
Washington, D.C. 20549

    Re: Registration on Form S-8 Registration Statement of 100,000 Shares
        to be Issued Pursuant to the Conestoga Enterprises, Inc. Employee
        Stock Purchase Plan

Gentlemen:

    It is the opinion of this firm, counsel for the above registrant, that
the above stock can be legally registered and when said stock is sold will be
legally issued, fully paid and non-assessable under the laws of the
Commonwealth of Pennsylvania and the United States of America.

             Very truly yours,

             MILLER AND MURRAY, LLP

jms

                             Exhibit 5                                          
                                           260
                        November 25, 1997

Securities and Exchange Commission
Washington, D.C. 20549

    Re: Registration on Form S-8 Registration Statement of 100,000 Shares
        to be Issued Pursuant to the Conestoga Enterprises, Inc. Employee
        Stock Purchase Plan

Gentlemen:

    On behalf of Miller and Murray, LLP, we consent to the reference to us
in the registrant's Prospectus and Registration Statement on Form S-8 as to
the giving of legal opinions in matters pertaining to the Prospectus and
Registration Statement, and, also, we consent to the use of our name with
respect to the opinion letter, being Exhibit No. 5 of the Registration
Statement, as amended.

             Very truly yours,

             MILLER AND MURRAY, LLP

jms

                           Exhibit 23.1
                           CONSENT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors
Conestoga Enterprises, Inc.
Birdsboro, Pennsylvania 19508

    In connection with the foregoing Registration Statement on Form S-8 and
the related Prospectus, we hereby consent to the incorporation by reference
herein of our report dated January   , 1997, which appears in the annual
report on Form 10-K of Conestoga Enterprises, Inc.

    We also consent to the reference to our firm under the caption
"Experts" in the Prospectus referred to in this Registration Statement.

             BEARD & COMPANY, INC.

Reading, Pennsylvania
November 25, 1997

                           Exhibit 23.2
   CONESTOGA ENTERPRISES, INC. EMPLOYEE STOCK PURCHASE PLAN

    The following constitutes the Employee Stock Purchase Plan of
Conestoga Enterprises, Inc. (the "Company").
    Section 1.  Purpose.  The Conestoga Enterprises, Inc. Employee Stock
Purchase Plan (the "Plan") is intended to facilitate, through accumulated
employee payroll deductions, the participation by eligible employees of the
Company and its Designated Subsidiaries in the ownership and economic progress
of the Company by offering such employees the opportunity to purchase shares
of the Company's Common Stock, par value $5 per share ("Common Stock"), during
defined stock purchase periods.
    Section 2.  Administration.
    a.   Committee.  The Plan shall be administered by a committee (the
"Committee") appointed by the Board of Directors of the Company.  The Committee
shall be constituted so that at all relevant times it meets the then-
applicable requirements of Rule 16b-3 (or its successor) promulgated under the
Securities Exchange Act of 1934, as amended ("Rule 16b-3").  Subject to the
direction of the Board of Directors and the express provisions of the Plan,
the Committee shall be authorized: to prescribed, amend and rescind rules and
regulations relating to the Plan and the Committee's administration thereof;
to interpret the Plan; to fix the terms of the offering under the Plan; to
restrict participation in the Plan consistent with any requirement of law or
regulation; to suspend the operation of the Plan; and to make all other
determinations necessary to the administration of the Plan,
including the appointment of individuals to facilitate the day-to-day
operation thereof.  The Committee's determinations as to the interpretation
and operation of the Plan shall be final and conclusive.
    b.   Secretary.  The Secretary of the Company (the "Secretary"), or
such other person as the Committee may designate, shall, under the direction
of the Committee, maintain records, send detailed statements of account to
Participants and perform such other duties relating to the Plan as the
Committee may specify from time to time.  The Secretary will hold for
safekeeping the shares purchased under the Plan in accounts for the
Participants ("Plan Accounts") until termination of participation in the Plan
or until a written request is received for withdrawal of all or part of a
Participant's shares.  Shares acquired under the Plan and held by the
Secretary may be registered in the name of a nominee as
agent for Participants in the Plan.
    Section 3.  Shares Subject to the Plan.  Shares of Common Stock to be
acquired by Participants under the Plan shall be acquired from the Company
and may be either original issue or treasury shares.  Subject to the
adjustment under Section 19, not more than 100,000 shares of Common Stock may
be acquired by Participants under the Plan.
    Section 4.  Eligibility.  "Eligible Employee" shall mean each person
who, on any day during an Enrollment Period (as defined in Section 7) is an
Employee (as defined in Section 5) of the Company or a Designated Subsidiary,
and has completed at least ninety (90) days of Continuous Service.
    As a condition to being or remaining an Eligible Employee, the
Committee may also require that the legal guardian of a Participant who is
not, for any reason, competent to enter into a contract, affirm the
Participant's actions with respect to the Plan.  The Committee may develop
rules and make determinations as to the effect of temporary or longer-term
interruptions in services and in active employment on an Employee's
eligibility for purposes of the Plan.
    Section 5.  Certain Definitions.  The following definitions shall
apply for purposes of the Plan:
    "Designated Subsidiary" shall mean the Subsidiaries which have been
designated by the Board from time to time in its sole discretion as eligible
to participate in the Plan.
    "Subsidiary" shall mean any corporation in which the Company owns,
directly or indirectly, shares in numbers exceeding 50% of the voting capital
stock thereof, whether or not such corporation now exists or is hereafter
organized or acquired by the Company.
    "Employee" shall mean each person, including an officer, on the then-
current payroll of employees of the Company or a Designated Subsidiary,
excluding (1) a person whose customary employment is less than 19 hours per
week and in aggregate less than 1,000 hours annually and (2) a person whose
customary employment is not for more than five months in any calendar year.
    "Continuous Service" shall mean the period of time that an Employee
has been continually on the payroll of employees of the Company and/or one or
more of the Designated Subsidiaries.
    Section 6.  Stock Purchase Periods.  The opportunity to purchase such
shares of Common Stock under the Plan shall be offered during continuous
periods of one calendar month each in duration ("Stock Purchase Period").
From time to time, the Committee, in its sole discretion, may limit the
aggregate number of shares of Common Stock to be available, or may limit the
maximum number of shares which may be purchased by each Participant, during
any Stock Purchase Period.  If the Plan becomes oversubscribed for any Stock
Purchase Period, the Committee may adopt rules for prorating the available
Common Stock among Participants and refunding excess amounts held in the
Participant's Stock Purchase Accounts established by Section 7 of the Plan.
    Section 7.  Enrollment and Payroll Deductions.
    a.   An Eligible Employee may enroll as a Participant in the Plan no
later than the fifteenth (15th) business day of the month preceding the month
in which payroll deductions under the Plan commence ("Enrollment Period") or
during any such other Enrollment Period as may be established by the
Committee.  Enrollment in the Plan shall be made by completing and filing the
prescribed payroll deduction authorization form provided by the Company and
filing such form with the Company.
    b.   A participant may elect payroll deductions of any whole
percentage from two percent (2%) through ten percent (10%) of the
Participant's regular pay, shift pay, overtime and double-time pay, vacation,
personal illness pay, holiday pay, jury duty, personal holidays, commissions,
funeral pay and paid time off and such other amounts as may be included by the 
Committee ("Current Compensations")
Compensations").  All other elements of compensation are excluded from Current
Compensation.  Such elected percentage may be increased or decreased under the
Plan by the Participant's filing of a new authorization form with the
Company's payroll office during a subsequent Enrollment Period, but the
Participant shall not be entitled to suspend payroll deductions except by
withdrawing from the Plan pursuant to Section 14.
    c.   The Company or the Designated Subsidiary will maintain a
bookkeeping account in U.S. dollars to reflect each Participant's payroll
deductions hereunder ("Stock Purchase Account").  The funds recorded in the
Stock Purchase Accounts will be included in general corporate funds, and no
interest will be paid by the Company or a Designated Subsidiary on such funds.
A Participant may not pay into a Stock Purchase Account other than by payroll
deduction.
    Section 8.  Fair Market Value.  In any determination of fair market
value under the Plan, the fair market value of one share of Common Stock
shall mean the average of the bid and asked prices per share of Common Stock
for each trading day during the 30 calendar days prior to the day for which
the determination of fair market value is required as reported on the National
Association of Securities Dealers, Inc., Automated Quotation System, Inc.;
provided, however, that, in any case, if the Committee determines for any
reason that the fair market value as so determined does not accurately
reflect the fair market value of the Common Stock, then the Committee may, in
its sole and absolute discretion, establish the fair market value of the
Common Stock for purposes of the Plan, which fair market value shall be
conclusive and binding for all purposes hereunder.  For purposes of purchasing
Common Stock for the Participants' Plan Accounts, the fair market value shall
be calculated on the last business day of each Stock Purchase Period.  For
purposes of determining the value of fractional shares upon withdrawal or
Plan termination, the fair market value shall be determined as soon as
practicable after withdrawal or Plan termination.  For purposes of dividend
reinvestment under the Plan (see Section 17), the fair market value shall be
determined on such basis as the Committee shall deem appropriate.
    No shares shall be sold by the Company to Participants in the Plan at
less than the par value of such shares.
    Section 9.  Purchases of Common Stock.  As soon as practicable after
the last business day of each Stock Purchase Period, the Company shall
transfer to the Secretary such number of shares of Common Stock as can be
purchased by the  combined balance of all Participants' Stock Purchase Accounts
on the last day of the Stock Purchase Period at a price equal to ninety-five
percent (95%) of the fair market value, as defined in Section 8; provided,
however, that the fair market value of the shares so transferred may be less
than the combined balance of all Participants' Stock Purchase Accounts on the
last day of the Stock Purchase Period in the event of an oversubscription
during any Stock Purchase Period as provided in Section 3 and provided,
further, that no such transfer shall be made by the Company in the event the
Plan is terminated as provided in Section 21.  The Secretary shall allocate
the Common Stock among the Participants' Plan Accounts established pursuant
to Section 2 in proportion to the funds in their respective Stock Purchase
Accounts.
    Section 10.  Fractional Shares.  Unless otherwise determined by the
Committee, fractional shares of Common Stock, computed to four decimals places,
shall be allocated under the Plan and credited to the Plan Account of each
Participant; however, no certificates will be issued for fractional share
interests credited to a Participant under the Plan.  In the event the
Committee determines that fractional shares shall not be so allocated and
credited, it shall establish rules dealing with any amount in a Participant's
Stock Purchase Account or the amount of any dividend to be reinvested under
the Plan's dividend reinvestment program that is insufficient to purchase a
whole share of Common Stock under the Plan.
    Section 11.  Reports to Participants.  As soon as practicable after
March, June, September and December of each year, a quarterly statement of
account will be sent to each Participant.  The statement is a Participant's
continuing record of the cost of purchases and should be retained for income
tax purposes.  In addition, each Participant will be sent copies of other
communications sent to holders of the Company's Common Stock, including the
Company's Annual Report, the Notice of Annual Meeting and Proxy Statement, and
any Internal Revenue Service information for reporting dividend income.
    Section 12.  Certificates for Shares.
    a.   No certificate will be issued to a Participant for shares
credited to his or her account until withdrawal of the Participant from the
Plan or unless he or she so requests the Secretary in writing.  The number of
shares credited to a Participant's Plan Account will be shown on the
Participant's quarterly statement of account.
    b.   At any time, a Participant may withdraw shares from his or her
Plan Account by requesting in writing that the Secretary send him or her a
certificate for all or part of the whole shares credited to his or her Plan
Account (see the final paragraph of this Section 12 if shares are to be
issued in other than the Participant's name).  This request should be mailed
to the Conestoga Enterprises, Inc. Employee Stock Purchase Plan, 202 East
First Street, Birdsboro, Pennsylvania 19508, Attention: Suzanne Torak.  If,
however, a request for withdrawal is received on or after the record date for
a dividend, any cash dividend paid on that dividend payment date with respect
to such shares will still be reinvested for the Participant and credited to
his or her Plan Account.  Any remaining whole shares and fractions of a share
will continue to be credited to the Participant's Plan Account.
    c.   Certificates will only be issued for whole shares.
Certificates for fractional share interests will not be issued to
Participants under any circumstances.
    d.   Plan Accounts are maintained in the name of the Participant
only and certificates for whole shares, when issued, will be registered in
the name of the Participant only.  Should a Participant want these shares
re-registered in any name other than his or her own name, he or she must make a
separate request for such re-registration indicating such name in his or her
request.  In the event of such re-registration, a Participant would be
responsible for any possible transfer taxes and for compliance with any
applicable transfer requirements.
    Section 13.  Voting Shares Held by the Plan.
    a.   Both whole and fractional shares (unless the Committee
determines not to allocate fractional shares pursuant to Section 10 hereof)
credited to a Participant;s Plan Account will be voted at shareholders'
meetings, with fractional shares having proportionate voting rights, as the
Participant directs in the manner hereinafter provided.
    b.   A proxy card, together with the Company's proxy statement, will
be sent to each Participant in connection with any annual or special meeting
of shareholders, as in the case of other shareholders who are not
Participants.  This proxy will apply only to all shares credited to the
Participant's Plan Account.  A separate proxy card and proxy statement will
be sent with respect to any shares registered in the Participant's own name.
    c.   As in the case of non-Participant shareholders, if no
instructions are indicated on a properly signed and returned proxy card, all
of the Participant's shares -- those registered in his or her name, if any,
or those credited to such Participant's Plan Account, whichever is applicable
will be voted in accordance with the proxy card.  If the proxy card is not
returned or is returned unsigned, the Participant's shares may be voted only
if the Participant or a duly appointed representative votes in person at the
meeting and, as to the shares credited to the Participant's Plan Account,
obtains a proxy from the shareholder of record of the credited shares,
specifically the Secretary or its nominee.
    Section 14.  Withdrawal and Termination of Employment.
    a.   A Participant may withdraw from the Plan at any time by giving
notice to the Company in accordance with rules established by the Committee.
This notice shall be effective in suspending payroll deductions under the
Plan as soon as practicable after receipt by the Company.  However, the
balance in the Participant's Stock Purchase Account existing at the time
notice becomes effective in suspending payroll deductions will be utilized
for acquisition of Common Stock pursuant to the Plan.  Termination of
employment, including death, of a Participant or failure of a Participant to
continue to be an Eligible Employee shall result in automatic withdrawal from
the Plan in accordance with rules established by the Committee.
    b.   Upon withdrawal from the Plan, a certificate shall be issued to
the participant as soon as practicable for the number of whole shares in the
Participant's Plan Account and a check equal to the fair market value
(determined as provided in Section 8) of any fractional shares shall be issued
to the Participant.
    c.  A Participant who has withdrawn from the Plan shall not be
eligible to re-enroll in the Plan until the third Enrollment Period following
the date of receipt of such Participant's prior notice of withdrawal.
    Section 15.  Plan Expenses and Responsibilities.
    a.   The Company shall bear all expenses of administering and
operating the Plan.  Such administration and operation by the Company with
respect to shares purchased under the Plan shall cease when a certificate for
such shares is issued (or cash paid for fractional shares in the event of
withdrawal or Plan termination) to the Participant.
    b.   Neither the Company, the Committee nor the Secretary will be
liable under the Plan for any act done in good faith or for any good-faith
omission to act, including without limitation any claim of liability arising
out of failure to terminate a Participant's Plan Account upon such
Participant's death or with respect to the prices at which shares are
purchased for the Participant's Plan Account, the times when such purchases
are made, or with respect to any fluctuation in market value of the Common
Stock.
    c.   The Participant should recognize that the Company cannot assure
the Participant of a gain or protect him or her against a loss on the shares
purchased under the Plan.
    d.   The Company reserves the right to interpret and regulate the
Plan as it deems necessary or desirable in connection with the Plan's
operation.
    Section 16.  Rights Non-transferable.  Neither the Participant's right
to purchase Common Stock under the Plan nor the funds accumulated in the
Participant's Stock Purchase Account may be sold, transferred, pledged,
assigned or otherwise disposed of by the Participant, and such right to
purchase is exercisable only by the Participant or by his or her guardian or
legal representative.
    Section 17.  Dividend Reinvestment Plan.  All Common Stock held by the
Secretary in a Participant's Plan Account will automatically participate in
the Plan's dividend reinvestment program, whereby any dividends paid with
respect to the Common Stock in a Participant's Plan Account will be reinvested
in additional shares of Common Stock.  Such shares will be purchased from the
Company at their fair market value (as defined in Section 8 of the Plan) and
transferred by the Secretary to the Participant's Plan Account.  The number of
shares purchased will depend on the amount of the dividends on the shares in
the Participant's Plan Account and the fair market value per share.  A
Participant's Plan Account will be credit with the number of shares, including
fractions, if any, as set forth in Section 10 of the Plan, equal to the amount
of dividends to be invested divided by the applicable purchase price per
share.  If a Participant is subject to backup withholding under the then
applicable Federal income tax laws, the amount of
dividends to be reinvested will be reduced by the amount required to be
withheld by the Company.  Participants' Plan Accounts will be credited with
dividends with respect to fractions as well as whole shares.
    Section 18.  Rights Offerings, Stock Dividends and Stock Splits.
    a.   If a Participant is entitled to participate in a rights
offering by the Company, entitlement will be based on his or her total
holdings, including shares credited to the Participant pursuant to the Plan.
Rights certificates will, however, be issued for the number of whole shares
only.
    b.   Any dividend payable in stock or split shares distributed by
the Company on shares held in a Participant's Plan Account will be added to
and become part of such Plan Account.  The portion of such dividend
distributed on shares registered in the Participant's own name, will be mailed
directly to the Participant in the same manner as to shareholders who are not
Participants.
    Section 19.  Adjustments in Number of Shares.
    a.   In the event that a dividend shall be declared upon the Common
Stock payable in shares of said stock, the number of shares of Common Stock
available for issuance pursuant to the Plan shall be adjusted by adding
thereto the number of shares which would have been distributable thereon if
such shares had been outstanding on the date fixed for determining the
shareholders entitled to receive such stock dividend.
    b.   In the event that the outstanding shares of Common Stock shall
be changed into or exchanged for a different number or kind of shares of
stock or other securities of the Company or of another corporation, whether
through reorganization, recapitalization, stock split-up, combination of
shares, merger or consolidation, then there shall be substituted for the
shares available for issuance pursuant to the Plan, the number and kind of
shares of stock or other securities which would have been substituted
therefor if such shares had been outstanding on the date fixed for
determining the shareholders entitled to receive such changed or substituted
stock or other securities.
    c.   In the event there shall be any change, other than specified in
this Section 19, in the number or kind of outstanding shares of Common Stock
of the Company or of any stock or other securities into which such Common
Stock shall be changed or for which it shall have been exchanged, then, if the
Board of Directors shall determine, in its discretion, that such change
equitably requires an adjustment in the number or kind of shares which are
available for issuance pursuant to the Plan, such adjustment shall be made by
the Board of Directors and shall be effective and binding for all purposes of
the Plan.
    d.   No adjustment or substitution provided for in this Section 19
shall require the Company to issue or to sell a fractional share under the
Plan, and the total adjustment or substitution may be limited accordingly.
    Section 20.  Government Regulation.  Notwithstanding any provision of
the Plan, the Company's sale and delivery of Common Stock under the Plan is
at all time subject to obtaining any and all approvals of any governmental
authority required in connection with the authorization, issuance, sale, or
delivery of such Common Stock.
    Section 21.  Effective Date and Amendment or Termination of Plan.
    a.   The Plan shall become effective on January 1, 1998 (the
"Effective Date").  The Plan shall automatically terminate ten years from the
Effective Date, unless otherwise terminated or extended by the Board of
Directors; provided, however, that unless otherwise provided by the Committee,
payroll deductions shall not be made with respect to compensation for work
completed less than one month prior to such automatic termination date. Unless
shareholder approval would be required to meet the applicable requirements of
Rule 16b-3, the Board of Directors may by resolution alter, amend, suspend,
extend or terminate the Plan at any time.
    b.   Upon termination of the Plan, any funds in each Participant's
Stock Purchase Account shall be refunded to the Participant within 30 days of
such termination, a certificate for the whole number of shares in each
Participant's Plan Account shall be issued to the Participant and a check
equal to the fair market value (determined as provided in Section 8) of any
fractional shares shall be issued to the Participant.  However, in the event
the Company or its successor terminates the Plan for the purpose of
establishing another employee stock purchase plan, a Participant in the Plan
will be enrolled automatically in such other plan and shares credited to his
or her Plan Accounts will be credited automatically under such other plan,
unless proper notice is received to the contrary.

Adopted the 25th day of February, 1997.
                        CONESTOGA ENTERPRISES, INC.
                        By:                              
                        Attest: