As filed with the Securities and Exchange Commission
                         on May 28, 1999
                        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. 1999 Stock Option Plan
                     (Full Title of the Plan)

                   Albert H. Kramer, 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
                Barley, Snyder, Senft & Cohen, LLC
                           P.O. Box 942
                      501 Washington Street
                         (610) 376-6651


                 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, $1.00
Par Value                     450,000      22-1/4      10,012,500   $2,954


(1)  Computed on the basis of the price at which stock of the same class was
sold on May 24, 1999, 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.


     The Exhibit Index is listed on Page 6.

     PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   The Corporation hereby registers 450,000 shares of the Corporation's Common
Stock, pay value $1.00 per share (the "Common Stock"), in connection with the
Conestoga Enterprises, Inc. 1999 stock Option Plan (the "Plan"), which was
approved by the Corporation's stockholders at the Corporation's Annual Meeting
on May 1, 1999.  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 Company's Annual Report on Form 10-K for the year ended
December 31, 1998;

          (b)  The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1999;

          (c)  The Company's Proxy Statement dated April 9,1999, in
connection with its Annual Meeting of Stockholders held on May 1, 1999; 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 Barley, Snyder, Senft &
Cohen, LLC, Reading, Pennsylvania.  James H. Murray, of counsel to Barley,
Snyder, Senft & Cohen, LLC, is Vice President and a Director of the
Corporation and owns 55,574 shares. John S. Hibschman, the partner of Barley,
Snyder, Senft & Cohen, LLC, participating in this matter owns of record, or
beneficially, 7944 shares.

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 Sections 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       Amendment to Articles of Incorporation

          4.3       Bylaws of the Corporation.

          5.1       Opinion of Barley, Snyder, Senft & Cohen, LLC regarding
                    legality of the Common shares being issued under the
                    Plan.

          23.1      Consent of Barley, Snyder, Senft & Cohen, LLC.

          23.2      Consent of Beard and Company, Inc.

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

          99.1      Conestoga Enterprises, Inc. 1999 Stock Option 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.


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
May 25, 1999.

                                   CONESTOGA ENTERPRISES, INC.

                                   By:/s/ Albert H. Kramer
                                        Albert H. Kramer
                                        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 May 25, 1999.


        Signature                         Title                         Date

/s/ F. M. Brown                    Director                           05/25/99
F. M. Brown

/s/ John R. Bentz                  Chairman of the Board
John R. Bentz                      and a Director                     05/25/99

/s/ James H. Murray                Vice President and a Director      05/25/99
James H. Murray

/s/ Kenneth A. Benner              Secretary/Treasurer and a          05/25/99
Kenneth A. Benner                  Director

/s/ Albert H. Kramer               President                          05/25/99
Albert H. Kramer

/s/ Donald R. Breitenstein         Controller and a Director          05/25/99
Donald R. Breitenstein             (principal accounting officer)

/s/ Robert E. Myers                Director                           05/25/99
Robert E. Myers

/s/ Jean M. Ruhl                   Director                           05/25/99
Jean M. Ruhl

/s/ John M. Sausen                 Director                           05/25/99
John M. Sausen

/s/ Richard G. Weidner             Director                           05/25/99
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          Amendment of Articles of               Filed herewith at Page 7.
             Incorporation

4.3          Bylaws of the Corporation              Filed herewith at Page 9.

5.1          Opinion of Barley, Snyder, Senft
             & Cohen, LLC regarding                 Filed herewith at Page 19.
             legality of the Common Shares
             being registered

23.1         Consent of Barley, Snyder, Senft       Filed herewith at Page 20.
             & Cohen, LLC

23.2         Consent of Beard and Company, Inc.     Filed herewith at Page 21.

24.1         Powers of Attorney                     Included on the Signature
                                                    Page.

99.1         Conestoga Enterprises, Inc.            Filed herewith at Page 22.
             Employee Stock Purchase Plan


         ARTICLES OF AMENDMENT

                    CONESTOGA ENTERPRISES, INC
                 A DOMESTIC BUSINESS CORPORATION


    In compliance with the requirements of 15 Pa. C.S. 1915 (relating to
articles of mendment),the undersigned business corporation, desiring to amend
its Articles, hereby states that:

1.   The name of the corporation is Conestoga Enterprises, Inc.

2.   The address of this corporation's current registered office in this
Commonwealth is: 202 East First Street, Birdsboro, Berks County, Pennsylvania
19508.

3.   The statute by or under which it was incorporated is: the Business
Corporation Law of 1988, as amended.

4.   The original date of incorporation is: January 27, 1989.

5.   The amendment shall be effective upon filing these Articles of Amendment
in the Department of State.

6.   The amendment was adopted by the shareholders pursuant to 15 Pa. C.S.
1914(a) and (b).

7.  The amendment adopted by the corporation, set forth in full, is as follows:
     "The corporation shall have authority to issue capital stock as follows:
       i.  20,000,000 shares of voting common stock, par value,$1.00 per share;
        and
       ii. Series A Convertible Preferred Stock, as described in an Amendment
       to the corporation's Articles filed with the Department of State on
       May 31,1996, which amendment and share provisions  shall remain in full
       force and effect ."

    IN TESTIMONY WHEREOF, the undersigned corporation has caused these
Articles of Amendment to be signed by a duly authorized officer thereof this
4th day of May, 1999.

                             CONESTOGA ENTERPRISES, INC.

                             By:  /s/ Albert H Kramer

                             Title:   Prresident



                             BY-LAWS

                                OF

                   CONESTOGA ENTERPRISES, INC.


                            ARTICLE I

                             GENERAL

      Section 1.  PRINCIPAL OFFICE.  The Principal Office of the Corporation
shall be located at Birdsboro, Berks County, Pennsylvania.

      Section 2.  BRANCH OFFICES.  The Corporation may establish and maintain
such other office or offices at such place or places as the Board of Directors
may, from time to time, deem necessary, desirable, or expedient.

      Section 3.  SEAL.  The corporate seal of this Corporation shall have
inscribed thereon the name of the Corporation, the year of its incorporation,
and the state where it was incorporated, and such seal may be used by any of
the corporate officers authorized by the Board of Directors by causing an
impression or facsimile thereof to be impressed or placed upon the paper or
document to be sealed.

      Section 4.  FISCAL YEAR.  The fiscal year of the Corporation shall
begin January 1 and end December 31.

      Section 5.  DIVIDENDS.  Dividends may be declared and paid out of the
net profits or surplus of the Corporation as often and at such times and to
such extent as the Board of Directors may determine, consistent with the
provisions of the charter of the Corporation and the law of the Commonwealth.

      Section 6.  AUDIT.  An annual examination and audit of the financial
status, property, and affairs of the Corporation shall be made by an audit
committee or an approved firm of accountants who shall be appointed by the
Board and ratified by the Stockholders.  Such annual examination and audit
shall be undertaken and completed a sufficient time before the annual meeting
of the stockholders to permit the submission of an appropriate report at such
meeting.

      Section 7.  CHECKS AND NOTES.  Checks, notes, drafts acceptances, bills
of exchange, and other obligations for the
<PAGE>
payment of money made, accepted,
or endorsed, shall be signed by such officer or officers, or person or
persons, as the Board of Directors shall from time to time determine.

      Section 8.  REPEAL OF PRIOR BY-LAWS.  Any and all By-Laws heretofore
existing for this Corporation are hereby repealed.


                            ARTICLE II

                           STOCKHOLDERS

      Section 1.  PLACE.  All meetings of stockholders shall be held at the
principal office of the Corporation or at such other place or places within
Pennsylvania as the Directors may from time to time determine.

      Section 2.  ANNUAL MEETING.  There shall be an annual meeting of the
stockholders of the Corporation for the purpose of electing Directors and
transacting other proper business, on the first Saturday in May of each year
at 10:00 o'clock A.M., unless such day be a legal holiday, in which case, the
meeting shall be held at the same hour on the next following Saturday that is
not a legal holiday.

      Section 3.  SPECIAL MEETINGS.  Special meetings of the stockholders may
be called by the President or the Board of Directors at any time, and shall be
called by the President upon the written request of one-fifth of the shares
outstanding and entitled to vote.  Such request must specify the purpose of
the proposed meeting, and the business transacted thereat shall be confined
to the object or objects stated in the call.

      Section 4.  NOTICE.  Written notice of every meeting of the
stockholders stating the purpose or purposes for which the meeting is called
and the time and place where it is to be held shall be served either
personally or by mail upon each stockholder of record entitled to vote at such
meeting, not less than ten days before the meeting, unless a longer period of
notice is required by law.  If mailed, such notice shall be directed to each
stockholder at his last known address as shown on the records of the
Corporation.

      Section 5.  QUORUM.  The holders of record of a majority of the stock
issued and outstanding and entitled to vote at any stockholders' meeting,
present in person or represented by proxy, shall constitute a quorum for
transacting business, unless otherwise provided by law.

      Section 6.  ADJOURNMENT.  If a quorum shall not be present in person or
by proxy, the stockholders present in person or by proxy shall have the power
to adjourn the meeting from time to time without notice other than announced
at the meeting, until the requisite amount of stock shall be represented.
At such adjourned meeting at which the requisite amount of stock shall be
represented, any business may be transacted which might have been transacted
at the meeting as originally notified.

      Section 7.  RIGHT TO VOTE.  Except as otherwise provided by law, each
common stockholder of record shall be entitled, at every meeting of the
Corporation, to cast one vote for each share of common stock standing in the
name of such common stockholder on the books of the Corporation.  Voting for
the Board of Directors shall be by cumulative voting.

      Section 8.  PROXIES.  Votes may be cast at stockholders' meetings
either in person or by written proxy, duly executed by the stockholder, and
dated not more than two (2) months prior to the meeting involved, which
meeting shall be named therein.

      Section 9.  JUDGES OF ELECTION.  Prior to each meeting of the
stockholders, the Board of Directors shall appoint three (3) Judges of
Election, or such number as may be required by law, who shall perform the
duties required by law at such meeting and any adjournment thereof.  If any
Judge shall refuse to serve, or neglect to attend at the election, or his
office becomes vacant, the presiding officer shall appoint a Judge in his
place.  Judges of Election shall be sworn.

      Section 10.  LIST OF STOCKHOLDERS.  A complete list of the stockholders
entitled to vote at any meeting shall be compiled by the Secretary of the
Corporation at least five (5) days before each meeting of stockholders and
kept on file at the Corporation's principal office, subject to the inspection
of any proper party at any time during the usual business hours, and such list
shall also be exhibited at the meetings.  Said list shall be arranged
alphabetically giving the address of each stockholder entitled to vote and
the number of shares held by each.


                           ARTICLE III

                            DIRECTORS

      Section 1.  NUMBER OF DIRECTORS.  The property, affairs, and business
of the Corporation shall be managed and controlled by a board of nine (9)
Directors who may exercise all such powers of the Corporation and do all such
lawful acts and things as are not by law, the charter of the Corporation, or
its By-Laws, required to be exercised or to be done by the stockholders.  Any
stockholder who desires to become a Director of the Corporation shall give
written notice to the Secretary of the Corporation at least fifteen (15) days
before the annual stockholders' election in order to have his name placed on
the ballot.

      Section 2.  QUALIFICATION AND TERM.  Each of the Directors shall be a
stockholder of the Corporation.  They shall be elected by the stockholders at
the appropriate annual meeting of stockholders of the Corporation, and each
Director shall be elected for the term of three (3) years and until his
successors shall be elected and shall qualify.  The Directors shall be
classified in respect to the time for which they shall severally hold office
with three (3) Directors being in each class and the term of office of at
least one class expiring in each year.  Each class of Directors to be elected
at an annual meeting of stockholders of the Corporation shall be elected in a
separate election.  At each annual meeting of stockholders, Directors shall be
elected to the class whose terms shall expire in that year and shall hold
office for a term of three (3) years and until their respective successors
are elected.

      Section 3.  VACANCIES.  In the case of any vacancy in the Board of
Directors, the remaining Directors, by affirmative vote of a majority thereof,
may elect a successor to hold office for the unexpired portion of the term of
the Director whose place shall be vacant and until the election and
qualification of his successor.

      Section 4.  PLACE OF MEETING.  Meetings of the Board of Directors shall
be held at the principal office of the Corporation or at such place or places
within or without the Commonwealth of Pennsylvania as may from time to time be
fixed by resolution of the Board, or as may be specified in the call of any
meeting.

      Section 5.  REGULAR MEETING.  Regular meetings of the Board of
Directors shall be held at such times as may be fixed by resolution of the
Board, provided that a regular meeting of the Board shall be held within
thirty (30) days following each annual meeting of the stockholders and that a
regular meeting of the Board shall be held at least once every three (3)
months thereafter.  No notice shall be required for any regular meeting of
the Board.

      Section 6.  SPECIAL MEETINGS.  Special meetings of the Board of
Directors may be held at any time upon the call of the President or of three
(3) of the Directors then in office, by oral, telegraphic, or written notice,
duly served on or sent or mailed to each Director not less than twenty-four
(24) hours before such meeting.

      Section 7.  QUORUM.  A majority of the members of the Board of
Directors then holding office shall constitute a quorum for the transaction of
business, but if there shall be less than a quorum at any meeting of the
Board, a majority of those present (or if only one be present, then that one)
may adjourn the meeting from time to time, and the meeting may be held as
adjourned without further notice.

      Section 8.  ELECTION OF OFFICERS.  The Board of Directors, at the first
regular meeting held after the annual meeting of the stockholders of the
Corporation, shall elect a President, a Vice President, Secretary, a
Treasurer, and such Managers, Assistant Secretaries, Assistant Treasurer, and
other officers, as it may deem necessary or desirable.  Except as otherwise
provided by law, the duties of any two (2) offices may be discharged by one
(1) person.  Any officers or agents elected or appointed by the Directors may
be removed at any time by the affirmative vote of a majority of the whole
Board of Directors.

      Section 9.  COMMITTEES.  The Board of Directors, in its discretion, by
resolution adopted by a majority of the whole Board, shall appoint committees
which shall have and may exercise such powers as shall be conferred or
authorized by the resolution appointing them.  The Board shall have the power
at any time to change the members of any such committee, to fill vacancies
thereon, and to discharge any such committee.

      Section 10.  PERSONAL LIABILITIES OF DIRECTORS.  A Director of this
Corporation shall not be personally liable for money damages as such for any
action taken, or any failure to take any action unless:

        (1)  The Director has breached or failed to perform the duties of his
office in good faith, in a manner he reasonably believes to be in the best
interests of the Corporation, and with such care, including reasonable inquiry,
skill, and diligence, as a person of ordinary prudence would use under similar
circumstances; and

        (2)  The breach or failure to perform constitutes self-dealing, willful
misconduct or recklessness.  The provisions of this section shall not apply to
the responsibility or liabilities of a Director pursuant to any criminal
statute or for the payment of taxes pursuant to local, state, or federal law.


                            ARTICLE IV

                             OFFICERS

      Section 1.  ELECTION.  The executive officers of the Corporation shall
be a President, a Vice President, a Secretary, a Treasurer, and such additional
Vice Presidents, Assistant Secretaries, Assistant Treasurers, Managers, and
other officers as the Board of Directors may by resolution determine.  All of
such officers shall be elected by the Board of Directors in the manner set
forth in Article III hereof, and they shall be subject to removal at any time
by a majority vote of the whole Board.  The officers of the Corporation shall
each have such powers and duties as are hereinafter set forth and as generally
pertain to their respective offices and in addition thereto, such powers and
duties as may from time to time be conferred upon them by the Board of
Directors.  The Board of Directors may, at its discretion, from time to time
elect a Chairman of the Board for a term not to exceed one (1) year, and
prescribe the duties and authority of such Chairman.

      Section 2.  PRESIDENT.  The President shall preside at all meetings of
the Stockholders and the Board of Directors.  He shall be ex-officio a member
of all Committees of the Board of Directors, and he shall perform such other
duties as may be assigned to him from time to time by the Board of Directors.
He may sign and execute all contracts in the name of the Corporation and shall
with the Treasurer, sign all certificates of stock of the Corporation.  He
shall perform all acts and things incident to the position of President.

      Section 3.  VICE PRESIDENT.  Any Vice President shall have such power
and perform such duties as the Board of Directors may from time to time
prescribe and shall also perform such duties as may be assigned to him from
time to time by the President.  In the event of the death, absence, or
inability of the President to perform any duties imposed upon him by these
By-Laws or by the Board of Directors, a Vice President may exercise his
powers and perform his duties, subject to the control of the Board of
Directors.

      Section 4.  SECRETARY.  The Secretary shall attend the meetings of the
stockholders and Board of Directors and shall keep careful record of all such
meetings; the proceedings whereof shall be transcribed into the record book
over his signature.  He shall give due notice of any and all meetings of the
stockholders and of the Board of Directors unless notice is directed by law
or by these By-Laws to be otherwise given.  He shall be the custodian of the
seal and the stock book of the Corporation and shall keep a proper registry
of all outstanding certificates of stock.  He shall safely keep all books,
documents, and papers of the Corporation committed to his charge.  The
Secretary shall supervise and control the manner in which the records and
files of the Corporation shall be kept and shall perform such other duties as
may be assigned to him by the Board of Directors.

      Section 5.  TREASURER.  The Treasurer shall have the care and custody
of all the funds of the Corporation, which may come into his hands and to
deposit the same in the name of the Corporation in such bank or banks or
depository, as the Board may designate.  He shall sign all drafts, notes, and
orders for the payment of money, and he shall pay out and dispose of the same
under the direction of the Board.  He shall, with the President, sign all
certificates of stock.  He shall render a statement of his cash account to the
Board of Directors as often as they shall require the same.

      Section 6.  MANAGERS AND ASSISTANTS.  Any Manager, Assistant Secretary,
Assistant Treasurer, or any other officer appointed by the Board of Directors,
shall perform such duties as the Board of Directors may from time to time
assign to him.


                            ARTICLE V

                          CAPITAL STOCK

      Section 1.  CERTIFICATES. Certificates of shares of the capital stock
of the Corporation shall be issued in such form or forms not inconsistent with
law or with the Charter of the Corporation as shall be approved by the Board
of Directors.  Such certificates shall be signed by the President or any Vice
President authorized by the Board of Directors and by the Treasurer or any
Assistant Treasurer authorized by the Board of Directors and sealed with the
seal of the Corporation.

      Section 2.  TRANSFERS.  Transfers of shares shall only be made upon the
books of the Corporation by the holder in person or by his legal
representative or by power of attorney duly executed and filed with the
Corporation, and on the surrender and cancellation of the certificate or
certificates of such shares properly assigned.

      The Board of Directors shall have power and authority to make all such
rules and regulations as they may deem expedient concerning the issue,
transfer and registration of certificates of shares in the capital stock of
the Corporation.

      Section 3.  CLOSING OF STOCK TRANSFER BOOKS AND FIXING OF RECORD DATE
FOR DETERMINATION OF STOCKHOLDERS.  The Board of Directors of the Corporation
may close the stock transfer books of the Corporation for a period not
exceeding forty (40) days preceding the date of any meeting of stockholders,
or the date for the payment of any dividend, or the date for the allotment of
any rights, or the date when any exchange or conversion, or exchange of
capital stock shall go into effect, or may fix, in advance, a date not
exceeding forty (40) days preceding any of the aforesaid dates as a record date
for the determination of the stockholders entitled to vote at any such
meeting, or entitled to receive payment of any such dividend, or to any such
allotment of rights, or to exercise the rights in respect to any such exchange
or conversion, or exchange of capital stock.


                            ARTICLE VI

                      AMENDMENTS TO BY-LAWS

      Section 1.  These By-Laws may be amended, altered, modified, or added
to, at any annual or special meeting of the stockholders by a majority vote of
all the stock represented in person or by proxy and entitled to vote at the
meeting.  No amendment shall be voted on by the stockholders unless it shall
have been previously submitted to and approved by the Board of Directors at
a regular or special meeting; and notice of any amendment shall be given to
each stockholder entitled to vote at the meeting ten (10) days prior to the
meeting.


                           ARTICLE VII

      INDEMNIFICATION OF DIRECTORS, OFFICERS, AND EMPLOYEES

      Section 1.  The Corporation shall indemnify, hold harmless, and pay the
costs of defense of its directors, officers, and employees in any suit,
action, or claim made against them as the result of any action taken, or any
failure to take action, in their capacities as such, to the fullest extent
permitted by law, except for liabilities arising under the Federal Securities
Act of 1933.

                           ARTICLE VIII

        ELECTIONS UNDER PENNSYLVANIA ANTI-TAKEOVER STATUTE

    Section 1.  The provisions of Sections 1715 and 1717 of Chapter 17 of
Title 15 of the Pennsylvania Consolidated Statutes shall be applicable to the
Corporation.

    Section 2.  Subchapter G, as well as Subchapters I and J, of Chapter 25
of Title 15 of the Pennsylvania Consolidated Statutes shall not be applicable
to the Corporation.

    Section 3.  Subchapter H of Chapter 25 of Title 15 of the Pennsylvania
Consolidated Statutes shall not be applicable to the Corporation.

                BARLEY, SNYDER, SENFT & COHEN, LLC
                         ATTORNEYS AT LAW
                      501 WASHINGTON STREET
                           P.O. BOX 942
                 READING, PENNSYLVANIA 19603-0942
                               ___

                          (610) 376-6651
                    TELECOPIER (610) 376-5243



                           May 25, 1999






Securities and Exchange Commission
Washington, D.C. 20549

    Re: Form S-8 Registration Statement of 450,000 Shares to be Issued
        Pursuant to the Conestoga Enterprises, Inc. 1999 Stock Option
        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,


             BARLEY, SNYDER, SENFT & COHEN, LLC








                            Exhibit 5


                  BARLEY, SNYDER, SENFT & COHEN, LLC
                       ATTORNEYS AT LAW
                      501 WASHINGTON STREET
                           P.O. BOX 942
                 READING, PENNSYLVANIA 19603-0942

                          (610) 376-6651
                    TELECOPIER (610) 376-5243



                           May 25, 1999




Securities and Exchange Commission
Washington, D.C. 20549

    Re: Form S-8 Registration Statement of 450,000 Shares to be Issued
        Pursuant to the Conestoga Enterprises, Inc. 1999 Stock Purchase
        Plan

Gentlemen:

    On behalf of Barley, Snyder, Senft & Cohen, LLC, 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,


             BARLEY, SNYDER, SENFT & COHEN, LLC






                           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 20, 1999, except for Note 2,
as to which the date is January 26, 1999, 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
May 25, 1999







                          Exhibit 23.2




EXIBIT 99.1
CONESTOGA ENTERPRISES, INC.

1999 Stock Option Plan

1.  Purpose of the Plan

    The purpose of the Conestoga Enterprises, Inc. 1999 Stock Option Plan
(the "Plan") of Conestoga Enterprises, Inc. (the "Company") and its
subsidiaries (the "Subsidiaries") by (i) attracting and retaining officers
and employees of outstanding ability, (ii) motivating officers and employees,
by means of performance-related incentives, to achieve longer-range
performance goals and (iii) enabling officers and employees to participate in
the long-term growth and financial success of the Company.

2.  Administration

    The Plan shall be administered by a committee (the "Committee") of the
Board of Directors of the Company (the "Board").  The Committee shall be
composed of a number, to be determined from time to time by the Board of
Directors, of members of the Board of Directors of who are not then, and have
not been for one year prior to appointment, officers or employees of the
Company.  The Committee shall have the sole and absolute power, authority and
discretion to interpret the Plan, to prescribe, amend and rescind rules and
regulations to further the purposes of the Plan, and to make all other
determinations necessary for the administration of the Plan.  All such actions
by the Committee shall be final and binding.  Notwithstanding the foregoing,
until the Committee is duly constituted and its membership is appointed, the
functions of the Committee hereunder shall be performed by the Board.

3.  Incentive and Nonqualified Stock Options

    Awards under the Plan may be in the form of stock options ("Options")
which qualify as "incentive stock options" ("Incentive Stock Options") within
the meaning of Section 422 or any successor provision of the Internal Revenue
Code of 1986, as amended (the "Code"), or stock options which do not so qualify
("Nonqualified Stock Options").  Each award of an Option shall be designated in
the applicable award agreement as an Incentive Stock Option or a Nonqualified
Stock Option, as appropriate.

4.  Shares Subject to the Plan

    Options in respect of an aggregate of up to 450,000 shares of the
Common Stock of the Company, par value $1.00 per share (the "Common Stock"),
shall be available for award under the Plan.  If any Option shall cease to be
exercisable in whole or in part for any reason, the shares which were covered
by such Option but as to which the Option had not been exercised shall again be
available under the Plan.  Shares issuable under the Plan shall be made
available from authorized and unissued or reacquired Common Stock.

5.  Participants; Option Awards

    The Committee shall determine and designate from time to time those
officers and employees of the Company and the Subsidiaries who shall be awarded
Options under the Plan and the number of shares of Common Stock to be covered
by each such Option.  In making its determinations, the Committee shall take
into account the present and potential contributions of the respective
officers and employees to the success of the Company and the Subsidiaries,
and such other factors as the Committee shall deem relevant in connection
with accomplishing the purposes of the Plan.  Each Option award shall be
evidenced by an award agreement in such form as the Committee shall approve
from time to time.

6.  Fair Market Value

    For all purposes under the Plan, the term "Fair Market Value" shall
mean, as of any applicable date, the average of the Closing Prices (as defined
below) per share of the Common Stock on the ten (10) trading days ending on the
third trading day prior to the date of grant.  For purposes of determining Fair
Market Value, "Closing Price" shall mean the applicable of:  (i) if the Common
Stock is listed on a national securities exchange or is authorized for
quotation on the National Association of Securities Dealers, Inc.'s NASDAQ
National Market System ("NASDAQ/NMS"), the closing price, regular way, of the
Common Stock on such exchange or NASDAQ/NMS, as the case may be, or if no such
reported sale of the Common Stock shall have occurred on such date, on the
next preceding date on which there was such a reported sale; or (ii) if the
Common Stock is not listed for trading on a national securities exchange or
authorized for quotation on NASDAQ/NMS, the Fair Market Value of the Common
Stock as determined in good faith by the Committee.

7.  Exercise Price

    Incentive Stock Options shall be granted at an exercise price of not
less than 100% of the Fair Market Value of the underlying shares of Common
Stock on the date of grant, provided, however, that Incentive Stock Options
granted to a participant who at the time of such grant owns (within the
meaning of Section 424(d) of the Code) more than ten percent of the total
combined voting power of all classes of stock of the Company or its parent or
subsidiary corporation (a "10% Holder") shall be granted at an exercise price
of not less than 110% of the Fair Market Vale on the date of grant.
Nonqualified Stock Options shall be granted at an exercise price per share of
not less than the Fair Market Value (as defined above) as of the date of grant.

8.  Option Period

    The Committee shall determine the period or periods of time within
which Options may be exercised by participants, in whole or in part, provided
that (i) the term of an Option shall not exceed ten years from the date of
grant; (ii) the term of an Incentive Stock Option granted to a 10% Holder
shall not exceed five years from the date of grant; and (iii) the aggregate
Fair Market Value (determined on the date of grant) of Common Stock with
respect to which Incentive Stock Options granted to a participant become
exercisable for the first time in any single calendar year shall not exceed
$100,000.

9.  Other Terms and Conditions

    The Committee shall have the discretion to determine terms and
conditions, consistent with this Plan, that will be applicable to Options
granted hereunder.  Options granted to the same or different participants,
or at the same or different times, need not contain similar provisions.

10. Payment for Common Stock

    Full payment for shares of Common Stock purchased upon the exercise of
the Option shall be made at the time the Option is exercised in whole or in
part. Payment of the purchase price shall be made in cash or in such other
form as the Committee may approve in the applicable award agreement,
including, without limitation, by the delivery to the Company by the
participant of (i) a promissory note containing such terms as the Committee
may determine or (ii) shares of Common Stock that have been held by the
participant for at least six months prior to exercise of the Option, valued
at the Fair Market Value of such shares on the date of exercise; provided,
however, that if payment is made pursuant to clause (i), the par value of the
purchased shares shall be paid in cash.  No shares of Common Stock shall be
issued to the participant until such payment has been made, and a participant
shall have none of the rights of a stockholder with respect to Options held
except to the extent such Options have been exercised.

11. Termination of Options

    Unless otherwise determined by the Committee and provided in the
applicable award agreement or an amendment thereto, all rights to exercise or
surrender Options shall terminate thirty (30) days (but not after the scheduled
expiration date of such Option) following the date of termination of the
participant's employment for any reason other than the participant's death or
retirement on or after his normal retirement age in accordance with the
Company's retirement policy for officers and/or employees, as appropriate, and
one (1) year following the date of termination of employment by reason of the
participant's death or retirement on or after his normal retirement age in
accordance with the Company's retirement policy for officers and/or employees,
as appropriate (or, if earlier, on the scheduled expiration date of such
Option).

12. Effect of Change in Stock Subject to the Plan

    In the event of any subdivision or combination of the outstanding
shares of Common Stock, stock dividend, recapitalization, reclassification of
shares, sale, lease or transfer of substantially all of the assets of the
Company, substantial distributions to stockholders, merger, consolidation or
other corporate transactions which would result in a substantial dilution or
enlargement of the rights or economic benefits inuring to participants
hereunder, the Committee shall make such equitable adjustments as it may deem
appropriate in the Plan and the outstanding Options, including, without
limitation, any adjustment in the total number of shares of Common Stock
which may thereafter be available under the Plan.

13. Nonassignability

    Options shall not be transferable other than by will or the laws of
descent and distribution and are exercisable during participant's lifetime only
by the participant.

14. Withholding

    The Company shall have the right to deduct from all amounts paid to a
participant in cash as salary, bonus or other compensation any taxes required
by law to be withheld in respect of Options under this Plan.  In the
Committee's discretion, a participant may be permitted to elect to have
withheld from the shares otherwise issuable to the participant upon exercise
of an Option; or to tender to the Company, the number of shares of Common
Stock whose Fair Market Value equals the amount required to be withheld.

15. Construction of the Plan

    The validity, construction, interpretation, administration and effect
of the Plan and of its rules and regulations, and rights relating to the Plan,
shall be determined solely in accordance with the laws of the Commonwealth of
Pennsylvania, other than the conflict of law provisions of such laws.

16. Amendment

    The Board may, by resolution, amend or revise the Plan, except that
such action shall not be effective without stockholder approval if such
stockholder approval is required to maintain the compliance of the Plan and/or
awards granted hereunder with Rule 16b-3 of the Securities and Exchange
Commission or the deductibility limits of Section 162(m) of the Code.  The
Board may not alter or impair any Options previously granted under the Plan
without the consent of the holders thereof, except in accordance with the
provisions of Paragraph 12.

17. Effective Date; Termination of Plan

    The Plan shall become effective on the date on which it is adopted by
the Board of Directors, subject to the approval of the Plan by the
shareholders of the Company.  The Plan shall terminate on the tenth (10th)
anniversary of the effective date, unless it is earlier terminated by the
Board.  Termination of the Plan shall not affect Options previously granted
under the Plan.
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As filed with the Securities and Exchange Commission
                         on May 28, 1999
                        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. 1999 Stock Option Plan
                     (Full Title of the Plan)

                   Albert H. Kramer, 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
                Barley, Snyder, Senft & Cohen, LLC
                           P.O. Box 942
                      501 Washington Street
                         (610) 376-6651

                 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, $1.00
Par Value                     450,000      22-1/4      10,012,500   $2,954

(1)  Computed on the basis of the price at which stock of the same class was
sold on May 24, 1999, 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.

     The Exhibit Index is listed on Page 6.

     PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   The Corporation hereby registers 450,000 shares of the Corporation's Common
Stock, pay value $1.00 per share (the "Common Stock"), in connection with the
Conestoga Enterprises, Inc. 1999 stock Option Plan (the "Plan"), which was
approved by the Corporation's stockholders at the Corporation's Annual Meeting
on May 1, 1999.  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 Company's Annual Report on Form 10-K for the year ended
December 31, 1998;

          (b)  The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1999;

          (c)  The Company's Proxy Statement dated April 9,1999, in
connection with its Annual Meeting of Stockholders held on May 1, 1999; 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 Barley, Snyder, Senft &
Cohen, LLC, Reading, Pennsylvania.  James H. Murray, of counsel to Barley,
Snyder, Senft & Cohen, LLC, is Vice President and a Director of the
Corporation and owns 55,574 shares. John S. Hibschman, the partner of Barley,
Snyder, Senft & Cohen, LLC, participating in this matter owns of record, or
beneficially, 7944 shares.

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 Sections 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       Amendment to Articles of Incorporation

          4.3       Bylaws of the Corporation.

          5.1       Opinion of Barley, Snyder, Senft & Cohen, LLC regarding
                    legality of the Common shares being issued under the
                    Plan.

          23.1      Consent of Barley, Snyder, Senft & Cohen, LLC.

          23.2      Consent of Beard and Company, Inc.

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

          99.1      Conestoga Enterprises, Inc. 1999 Stock Option 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.

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
May 25, 1999.

                                   CONESTOGA ENTERPRISES, INC.

                                   By:/s/ Albert H. Kramer
                                        Albert H. Kramer
                                        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 May 25, 1999.

        Signature                         Title                         Date

/s/ F. M. Brown                    Director                           05/25/99
F. M. Brown

/s/ John R. Bentz                  Chairman of the Board
John R. Bentz                      and a Director                     05/25/99

/s/ James H. Murray                Vice President and a Director      05/25/99
James H. Murray

/s/ Kenneth A. Benner              Secretary/Treasurer and a          05/25/99
Kenneth A. Benner                  Director

/s/ Albert H. Kramer               President                          05/25/99
Albert H. Kramer

/s/ Donald R. Breitenstein         Controller and a Director          05/25/99
Donald R. Breitenstein             (principal accounting officer)

/s/ Robert E. Myers                Director                           05/25/99
Robert E. Myers

/s/ Jean M. Ruhl                   Director                           05/25/99
Jean M. Ruhl

/s/ John M. Sausen                 Director                           05/25/99
John M. Sausen

/s/ Richard G. Weidner             Director                           05/25/99
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          Amendment of Articles of               Filed herewith at Page 7.
             Incorporation

4.3          Bylaws of the Corporation              Filed herewith at Page 9.

5.1          Opinion of Barley, Snyder, Senft
             & Cohen, LLC regarding                 Filed herewith at Page 19.
             legality of the Common Shares
             being registered

23.1         Consent of Barley, Snyder, Senft       Filed herewith at Page 20.
             & Cohen, LLC

23.2         Consent of Beard and Company, Inc.     Filed herewith at Page 21.

24.1         Powers of Attorney                     Included on the Signature
                                                    Page.

99.1         Conestoga Enterprises, Inc.            Filed herewith at Page 22.
             Employee Stock Purchase Plan

         ARTICLES OF AMENDMENT

                    CONESTOGA ENTERPRISES, INC
                 A DOMESTIC BUSINESS CORPORATION

    In compliance with the requirements of 15 Pa. C.S. 1915 (relating to
articles of mendment),the undersigned business corporation, desiring to amend
its Articles, hereby states that:

1.   The name of the corporation is Conestoga Enterprises, Inc.

2.   The address of this corporation's current registered office in this
Commonwealth is: 202 East First Street, Birdsboro, Berks County, Pennsylvania
19508.

3.   The statute by or under which it was incorporated is: the Business
Corporation Law of 1988, as amended.

4.   The original date of incorporation is: January 27, 1989.

5.   The amendment shall be effective upon filing these Articles of Amendment
in the Department of State.

6.   The amendment was adopted by the shareholders pursuant to 15 Pa. C.S.
1914(a) and (b).

7.  The amendment adopted by the corporation, set forth in full, is as follows:
     "The corporation shall have authority to issue capital stock as follows:
       i.  20,000,000 shares of voting common stock, par value,$1.00 per share;
        and
       ii. Series A Convertible Preferred Stock, as described in an Amendment
       to the corporation's Articles filed with the Department of State on
       May 31,1996, which amendment and share provisions  shall remain in full
       force and effect ."

    IN TESTIMONY WHEREOF, the undersigned corporation has caused these
Articles of Amendment to be signed by a duly authorized officer thereof this
4th day of May, 1999.

                             CONESTOGA ENTERPRISES, INC.

                             By:  /s/ Albert H Kramer

                             Title:   Prresident

                             BY-LAWS

                                OF

                   CONESTOGA ENTERPRISES, INC.

                            ARTICLE I

                             GENERAL

      Section 1.  PRINCIPAL OFFICE.  The Principal Office of the Corporation
shall be located at Birdsboro, Berks County, Pennsylvania.

      Section 2.  BRANCH OFFICES.  The Corporation may establish and maintain
such other office or offices at such place or places as the Board of Directors
may, from time to time, deem necessary, desirable, or expedient.

      Section 3.  SEAL.  The corporate seal of this Corporation shall have
inscribed thereon the name of the Corporation, the year of its incorporation,
and the state where it was incorporated, and such seal may be used by any of
the corporate officers authorized by the Board of Directors by causing an
impression or facsimile thereof to be impressed or placed upon the paper or
document to be sealed.

      Section 4.  FISCAL YEAR.  The fiscal year of the Corporation shall
begin January 1 and end December 31.

      Section 5.  DIVIDENDS.  Dividends may be declared and paid out of the
net profits or surplus of the Corporation as often and at such times and to
such extent as the Board of Directors may determine, consistent with the
provisions of the charter of the Corporation and the law of the Commonwealth.

      Section 6.  AUDIT.  An annual examination and audit of the financial
status, property, and affairs of the Corporation shall be made by an audit
committee or an approved firm of accountants who shall be appointed by the
Board and ratified by the Stockholders.  Such annual examination and audit
shall be undertaken and completed a sufficient time before the annual meeting
of the stockholders to permit the submission of an appropriate report at such
meeting.

      Section 7.  CHECKS AND NOTES.  Checks, notes, drafts acceptances, bills
of exchange, and other obligations for the
payment of money made, accepted,
or endorsed, shall be signed by such officer or officers, or person or
persons, as the Board of Directors shall from time to time determine.

      Section 8.  REPEAL OF PRIOR BY-LAWS.  Any and all By-Laws heretofore
existing for this Corporation are hereby repealed.

                            ARTICLE II

                           STOCKHOLDERS

      Section 1.  PLACE.  All meetings of stockholders shall be held at the
principal office of the Corporation or at such other place or places within
Pennsylvania as the Directors may from time to time determine.

      Section 2.  ANNUAL MEETING.  There shall be an annual meeting of the
stockholders of the Corporation for the purpose of electing Directors and
transacting other proper business, on the first Saturday in May of each year
at 10:00 o'clock A.M., unless such day be a legal holiday, in which case, the
meeting shall be held at the same hour on the next following Saturday that is
not a legal holiday.

      Section 3.  SPECIAL MEETINGS.  Special meetings of the stockholders may
be called by the President or the Board of Directors at any time, and shall be
called by the President upon the written request of one-fifth of the shares
outstanding and entitled to vote.  Such request must specify the purpose of
the proposed meeting, and the business transacted thereat shall be confined
to the object or objects stated in the call.

      Section 4.  NOTICE.  Written notice of every meeting of the
stockholders stating the purpose or purposes for which the meeting is called
and the time and place where it is to be held shall be served either
personally or by mail upon each stockholder of record entitled to vote at such
meeting, not less than ten days before the meeting, unless a longer period of
notice is required by law.  If mailed, such notice shall be directed to each
stockholder at his last known address as shown on the records of the
Corporation.

      Section 5.  QUORUM.  The holders of record of a majority of the stock
issued and outstanding and entitled to vote at any stockholders' meeting,
present in person or represented by proxy, shall constitute a quorum for
transacting business, unless otherwise provided by law.

      Section 6.  ADJOURNMENT.  If a quorum shall not be present in person or
by proxy, the stockholders present in person or by proxy shall have the power
to adjourn the meeting from time to time without notice other than announced
at the meeting, until the requisite amount of stock shall be represented.
At such adjourned meeting at which the requisite amount of stock shall be
represented, any business may be transacted which might have been transacted
at the meeting as originally notified.

      Section 7.  RIGHT TO VOTE.  Except as otherwise provided by law, each
common stockholder of record shall be entitled, at every meeting of the
Corporation, to cast one vote for each share of common stock standing in the
name of such common stockholder on the books of the Corporation.  Voting for
the Board of Directors shall be by cumulative voting.

      Section 8.  PROXIES.  Votes may be cast at stockholders' meetings
either in person or by written proxy, duly executed by the stockholder, and
dated not more than two (2) months prior to the meeting involved, which
meeting shall be named therein.

      Section 9.  JUDGES OF ELECTION.  Prior to each meeting of the
stockholders, the Board of Directors shall appoint three (3) Judges of
Election, or such number as may be required by law, who shall perform the
duties required by law at such meeting and any adjournment thereof.  If any
Judge shall refuse to serve, or neglect to attend at the election, or his
office becomes vacant, the presiding officer shall appoint a Judge in his
place.  Judges of Election shall be sworn.

      Section 10.  LIST OF STOCKHOLDERS.  A complete list of the stockholders
entitled to vote at any meeting shall be compiled by the Secretary of the
Corporation at least five (5) days before each meeting of stockholders and
kept on file at the Corporation's principal office, subject to the inspection
of any proper party at any time during the usual business hours, and such list
shall also be exhibited at the meetings.  Said list shall be arranged
alphabetically giving the address of each stockholder entitled to vote and
the number of shares held by each.

                           ARTICLE III

                            DIRECTORS

      Section 1.  NUMBER OF DIRECTORS.  The property, affairs, and business
of the Corporation shall be managed and controlled by a board of nine (9)
Directors who may exercise all such powers of the Corporation and do all such
lawful acts and things as are not by law, the charter of the Corporation, or
its By-Laws, required to be exercised or to be done by the stockholders.  Any
stockholder who desires to become a Director of the Corporation shall give
written notice to the Secretary of the Corporation at least fifteen (15) days
before the annual stockholders' election in order to have his name placed on
the ballot.

      Section 2.  QUALIFICATION AND TERM.  Each of the Directors shall be a
stockholder of the Corporation.  They shall be elected by the stockholders at
the appropriate annual meeting of stockholders of the Corporation, and each
Director shall be elected for the term of three (3) years and until his
successors shall be elected and shall qualify.  The Directors shall be
classified in respect to the time for which they shall severally hold office
with three (3) Directors being in each class and the term of office of at
least one class expiring in each year.  Each class of Directors to be elected
at an annual meeting of stockholders of the Corporation shall be elected in a
separate election.  At each annual meeting of stockholders, Directors shall be
elected to the class whose terms shall expire in that year and shall hold
office for a term of three (3) years and until their respective successors
are elected.

      Section 3.  VACANCIES.  In the case of any vacancy in the Board of
Directors, the remaining Directors, by affirmative vote of a majority thereof,
may elect a successor to hold office for the unexpired portion of the term of
the Director whose place shall be vacant and until the election and
qualification of his successor.

      Section 4.  PLACE OF MEETING.  Meetings of the Board of Directors shall
be held at the principal office of the Corporation or at such place or places
within or without the Commonwealth of Pennsylvania as may from time to time be
fixed by resolution of the Board, or as may be specified in the call of any
meeting.

      Section 5.  REGULAR MEETING.  Regular meetings of the Board of
Directors shall be held at such times as may be fixed by resolution of the
Board, provided that a regular meeting of the Board shall be held within
thirty (30) days following each annual meeting of the stockholders and that a
regular meeting of the Board shall be held at least once every three (3)
months thereafter.  No notice shall be required for any regular meeting of
the Board.

      Section 6.  SPECIAL MEETINGS.  Special meetings of the Board of
Directors may be held at any time upon the call of the President or of three
(3) of the Directors then in office, by oral, telegraphic, or written notice,
duly served on or sent or mailed to each Director not less than twenty-four
(24) hours before such meeting.

      Section 7.  QUORUM.  A majority of the members of the Board of
Directors then holding office shall constitute a quorum for the transaction of
business, but if there shall be less than a quorum at any meeting of the
Board, a majority of those present (or if only one be present, then that one)
may adjourn the meeting from time to time, and the meeting may be held as
adjourned without further notice.

      Section 8.  ELECTION OF OFFICERS.  The Board of Directors, at the first
regular meeting held after the annual meeting of the stockholders of the
Corporation, shall elect a President, a Vice President, Secretary, a
Treasurer, and such Managers, Assistant Secretaries, Assistant Treasurer, and
other officers, as it may deem necessary or desirable.  Except as otherwise
provided by law, the duties of any two (2) offices may be discharged by one
(1) person.  Any officers or agents elected or appointed by the Directors may
be removed at any time by the affirmative vote of a majority of the whole
Board of Directors.

      Section 9.  COMMITTEES.  The Board of Directors, in its discretion, by
resolution adopted by a majority of the whole Board, shall appoint committees
which shall have and may exercise such powers as shall be conferred or
authorized by the resolution appointing them.  The Board shall have the power
at any time to change the members of any such committee, to fill vacancies
thereon, and to discharge any such committee.

      Section 10.  PERSONAL LIABILITIES OF DIRECTORS.  A Director of this
Corporation shall not be personally liable for money damages as such for any
action taken, or any failure to take any action unless:

        (1)  The Director has breached or failed to perform the duties of his
office in good faith, in a manner he reasonably believes to be in the best
interests of the Corporation, and with such care, including reasonable inquiry,
skill, and diligence, as a person of ordinary prudence would use under similar
circumstances; and

        (2)  The breach or failure to perform constitutes self-dealing, willful
misconduct or recklessness.  The provisions of this section shall not apply to
the responsibility or liabilities of a Director pursuant to any criminal
statute or for the payment of taxes pursuant to local, state, or federal law.

                            ARTICLE IV

                             OFFICERS

      Section 1.  ELECTION.  The executive officers of the Corporation shall
be a President, a Vice President, a Secretary, a Treasurer, and such additional
Vice Presidents, Assistant Secretaries, Assistant Treasurers, Managers, and
other officers as the Board of Directors may by resolution determine.  All of
such officers shall be elected by the Board of Directors in the manner set
forth in Article III hereof, and they shall be subject to removal at any time
by a majority vote of the whole Board.  The officers of the Corporation shall
each have such powers and duties as are hereinafter set forth and as generally
pertain to their respective offices and in addition thereto, such powers and
duties as may from time to time be conferred upon them by the Board of
Directors.  The Board of Directors may, at its discretion, from time to time
elect a Chairman of the Board for a term not to exceed one (1) year, and
prescribe the duties and authority of such Chairman.

      Section 2.  PRESIDENT.  The President shall preside at all meetings of
the Stockholders and the Board of Directors.  He shall be ex-officio a member
of all Committees of the Board of Directors, and he shall perform such other
duties as may be assigned to him from time to time by the Board of Directors.
He may sign and execute all contracts in the name of the Corporation and shall
with the Treasurer, sign all certificates of stock of the Corporation.  He
shall perform all acts and things incident to the position of President.

      Section 3.  VICE PRESIDENT.  Any Vice President shall have such power
and perform such duties as the Board of Directors may from time to time
prescribe and shall also perform such duties as may be assigned to him from
time to time by the President.  In the event of the death, absence, or
inability of the President to perform any duties imposed upon him by these
By-Laws or by the Board of Directors, a Vice President may exercise his
powers and perform his duties, subject to the control of the Board of
Directors.

      Section 4.  SECRETARY.  The Secretary shall attend the meetings of the
stockholders and Board of Directors and shall keep careful record of all such
meetings; the proceedings whereof shall be transcribed into the record book
over his signature.  He shall give due notice of any and all meetings of the
stockholders and of the Board of Directors unless notice is directed by law
or by these By-Laws to be otherwise given.  He shall be the custodian of the
seal and the stock book of the Corporation and shall keep a proper registry
of all outstanding certificates of stock.  He shall safely keep all books,
documents, and papers of the Corporation committed to his charge.  The
Secretary shall supervise and control the manner in which the records and
files of the Corporation shall be kept and shall perform such other duties as
may be assigned to him by the Board of Directors.

      Section 5.  TREASURER.  The Treasurer shall have the care and custody
of all the funds of the Corporation, which may come into his hands and to
deposit the same in the name of the Corporation in such bank or banks or
depository, as the Board may designate.  He shall sign all drafts, notes, and
orders for the payment of money, and he shall pay out and dispose of the same
under the direction of the Board.  He shall, with the President, sign all
certificates of stock.  He shall render a statement of his cash account to the
Board of Directors as often as they shall require the same.

      Section 6.  MANAGERS AND ASSISTANTS.  Any Manager, Assistant Secretary,
Assistant Treasurer, or any other officer appointed by the Board of Directors,
shall perform such duties as the Board of Directors may from time to time
assign to him.

                            ARTICLE V

                          CAPITAL STOCK

      Section 1.  CERTIFICATES. Certificates of shares of the capital stock
of the Corporation shall be issued in such form or forms not inconsistent with
law or with the Charter of the Corporation as shall be approved by the Board
of Directors.  Such certificates shall be signed by the President or any Vice
President authorized by the Board of Directors and by the Treasurer or any
Assistant Treasurer authorized by the Board of Directors and sealed with the
seal of the Corporation.

      Section 2.  TRANSFERS.  Transfers of shares shall only be made upon the
books of the Corporation by the holder in person or by his legal
representative or by power of attorney duly executed and filed with the
Corporation, and on the surrender and cancellation of the certificate or
certificates of such shares properly assigned.

      The Board of Directors shall have power and authority to make all such
rules and regulations as they may deem expedient concerning the issue,
transfer and registration of certificates of shares in the capital stock of
the Corporation.

      Section 3.  CLOSING OF STOCK TRANSFER BOOKS AND FIXING OF RECORD DATE
FOR DETERMINATION OF STOCKHOLDERS.  The Board of Directors of the Corporation
may close the stock transfer books of the Corporation for a period not
exceeding forty (40) days preceding the date of any meeting of stockholders,
or the date for the payment of any dividend, or the date for the allotment of
any rights, or the date when any exchange or conversion, or exchange of
capital stock shall go into effect, or may fix, in advance, a date not
exceeding forty (40) days preceding any of the aforesaid dates as a record date
for the determination of the stockholders entitled to vote at any such
meeting, or entitled to receive payment of any such dividend, or to any such
allotment of rights, or to exercise the rights in respect to any such exchange
or conversion, or exchange of capital stock.

                            ARTICLE VI

                      AMENDMENTS TO BY-LAWS

      Section 1.  These By-Laws may be amended, altered, modified, or added
to, at any annual or special meeting of the stockholders by a majority vote of
all the stock represented in person or by proxy and entitled to vote at the
meeting.  No amendment shall be voted on by the stockholders unless it shall
have been previously submitted to and approved by the Board of Directors at
a regular or special meeting; and notice of any amendment shall be given to
each stockholder entitled to vote at the meeting ten (10) days prior to the
meeting.

                           ARTICLE VII

      INDEMNIFICATION OF DIRECTORS, OFFICERS, AND EMPLOYEES

      Section 1.  The Corporation shall indemnify, hold harmless, and pay the
costs of defense of its directors, officers, and employees in any suit,
action, or claim made against them as the result of any action taken, or any
failure to take action, in their capacities as such, to the fullest extent
permitted by law, except for liabilities arising under the Federal Securities
Act of 1933.

                           ARTICLE VIII

        ELECTIONS UNDER PENNSYLVANIA ANTI-TAKEOVER STATUTE

    Section 1.  The provisions of Sections 1715 and 1717 of Chapter 17 of
Title 15 of the Pennsylvania Consolidated Statutes shall be applicable to the
Corporation.

    Section 2.  Subchapter G, as well as Subchapters I and J, of Chapter 25
of Title 15 of the Pennsylvania Consolidated Statutes shall not be applicable
to the Corporation.

    Section 3.  Subchapter H of Chapter 25 of Title 15 of the Pennsylvania
Consolidated Statutes shall not be applicable to the Corporation.

                BARLEY, SNYDER, SENFT & COHEN, LLC
                         ATTORNEYS AT LAW
                      501 WASHINGTON STREET
                           P.O. BOX 942
                 READING, PENNSYLVANIA 19603-0942
                               ___

                          (610) 376-6651
                    TELECOPIER (610) 376-5243

                           May 25, 1999

Securities and Exchange Commission
Washington, D.C. 20549

    Re: Form S-8 Registration Statement of 450,000 Shares to be Issued
        Pursuant to the Conestoga Enterprises, Inc. 1999 Stock Option
        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,

             BARLEY, SNYDER, SENFT & COHEN, LLC

                            Exhibit 5

                  BARLEY, SNYDER, SENFT & COHEN, LLC
                       ATTORNEYS AT LAW
                      501 WASHINGTON STREET
                           P.O. BOX 942
                 READING, PENNSYLVANIA 19603-0942

                          (610) 376-6651
                    TELECOPIER (610) 376-5243

                           May 25, 1999

Securities and Exchange Commission
Washington, D.C. 20549

    Re: Form S-8 Registration Statement of 450,000 Shares to be Issued
        Pursuant to the Conestoga Enterprises, Inc. 1999 Stock Purchase
        Plan

Gentlemen:

    On behalf of Barley, Snyder, Senft & Cohen, LLC, 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,

             BARLEY, SNYDER, SENFT & COHEN, LLC

                           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 20, 1999, except for Note 2,
as to which the date is January 26, 1999, 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
May 25, 1999

                          Exhibit 23.2

EXIBIT 99.1
CONESTOGA ENTERPRISES, INC.

1999 Stock Option Plan

1.  Purpose of the Plan

    The purpose of the Conestoga Enterprises, Inc. 1999 Stock Option Plan
(the "Plan") of Conestoga Enterprises, Inc. (the "Company") and its
subsidiaries (the "Subsidiaries") by (i) attracting and retaining officers
and employees of outstanding ability, (ii) motivating officers and employees,
by means of performance-related incentives, to achieve longer-range
performance goals and (iii) enabling officers and employees to participate in
the long-term growth and financial success of the Company.

2.  Administration

    The Plan shall be administered by a committee (the "Committee") of the
Board of Directors of the Company (the "Board").  The Committee shall be
composed of a number, to be determined from time to time by the Board of
Directors, of members of the Board of Directors of who are not then, and have
not been for one year prior to appointment, officers or employees of the
Company.  The Committee shall have the sole and absolute power, authority and
discretion to interpret the Plan, to prescribe, amend and rescind rules and
regulations to further the purposes of the Plan, and to make all other
determinations necessary for the administration of the Plan.  All such actions
by the Committee shall be final and binding.  Notwithstanding the foregoing,
until the Committee is duly constituted and its membership is appointed, the
functions of the Committee hereunder shall be performed by the Board.

3.  Incentive and Nonqualified Stock Options

    Awards under the Plan may be in the form of stock options ("Options")
which qualify as "incentive stock options" ("Incentive Stock Options") within
the meaning of Section 422 or any successor provision of the Internal Revenue
Code of 1986, as amended (the "Code"), or stock options which do not so qualify
("Nonqualified Stock Options").  Each award of an Option shall be designated in
the applicable award agreement as an Incentive Stock Option or a Nonqualified
Stock Option, as appropriate.

4.  Shares Subject to the Plan

    Options in respect of an aggregate of up to 450,000 shares of the
Common Stock of the Company, par value $1.00 per share (the "Common Stock"),
shall be available for award under the Plan.  If any Option shall cease to be
exercisable in whole or in part for any reason, the shares which were covered
by such Option but as to which the Option had not been exercised shall again be
available under the Plan.  Shares issuable under the Plan shall be made
available from authorized and unissued or reacquired Common Stock.

5.  Participants; Option Awards

    The Committee shall determine and designate from time to time those
officers and employees of the Company and the Subsidiaries who shall be awarded
Options under the Plan and the number of shares of Common Stock to be covered
by each such Option.  In making its determinations, the Committee shall take
into account the present and potential contributions of the respective
officers and employees to the success of the Company and the Subsidiaries,
and such other factors as the Committee shall deem relevant in connection
with accomplishing the purposes of the Plan.  Each Option award shall be
evidenced by an award agreement in such form as the Committee shall approve
from time to time.

6.  Fair Market Value

    For all purposes under the Plan, the term "Fair Market Value" shall
mean, as of any applicable date, the average of the Closing Prices (as defined
below) per share of the Common Stock on the ten (10) trading days ending on the
third trading day prior to the date of grant.  For purposes of determining Fair
Market Value, "Closing Price" shall mean the applicable of:  (i) if the Common
Stock is listed on a national securities exchange or is authorized for
quotation on the National Association of Securities Dealers, Inc.'s NASDAQ
National Market System ("NASDAQ/NMS"), the closing price, regular way, of the
Common Stock on such exchange or NASDAQ/NMS, as the case may be, or if no such
reported sale of the Common Stock shall have occurred on such date, on the
next preceding date on which there was such a reported sale; or (ii) if the
Common Stock is not listed for trading on a national securities exchange or
authorized for quotation on NASDAQ/NMS, the Fair Market Value of the Common
Stock as determined in good faith by the Committee.

7.  Exercise Price

    Incentive Stock Options shall be granted at an exercise price of not
less than 100% of the Fair Market Value of the underlying shares of Common
Stock on the date of grant, provided, however, that Incentive Stock Options
granted to a participant who at the time of such grant owns (within the
meaning of Section 424(d) of the Code) more than ten percent of the total
combined voting power of all classes of stock of the Company or its parent or
subsidiary corporation (a "10% Holder") shall be granted at an exercise price
of not less than 110% of the Fair Market Vale on the date of grant.
Nonqualified Stock Options shall be granted at an exercise price per share of
not less than the Fair Market Value (as defined above) as of the date of grant.

8.  Option Period

    The Committee shall determine the period or periods of time within
which Options may be exercised by participants, in whole or in part, provided
that (i) the term of an Option shall not exceed ten years from the date of
grant; (ii) the term of an Incentive Stock Option granted to a 10% Holder
shall not exceed five years from the date of grant; and (iii) the aggregate
Fair Market Value (determined on the date of grant) of Common Stock with
respect to which Incentive Stock Options granted to a participant become
exercisable for the first time in any single calendar year shall not exceed
$100,000.

9.  Other Terms and Conditions

    The Committee shall have the discretion to determine terms and
conditions, consistent with this Plan, that will be applicable to Options
granted hereunder.  Options granted to the same or different participants,
or at the same or different times, need not contain similar provisions.

10. Payment for Common Stock

    Full payment for shares of Common Stock purchased upon the exercise of
the Option shall be made at the time the Option is exercised in whole or in
part. Payment of the purchase price shall be made in cash or in such other
form as the Committee may approve in the applicable award agreement,
including, without limitation, by the delivery to the Company by the
participant of (i) a promissory note containing such terms as the Committee
may determine or (ii) shares of Common Stock that have been held by the
participant for at least six months prior to exercise of the Option, valued
at the Fair Market Value of such shares on the date of exercise; provided,
however, that if payment is made pursuant to clause (i), the par value of the
purchased shares shall be paid in cash.  No shares of Common Stock shall be
issued to the participant until such payment has been made, and a participant
shall have none of the rights of a stockholder with respect to Options held
except to the extent such Options have been exercised.

11. Termination of Options

    Unless otherwise determined by the Committee and provided in the
applicable award agreement or an amendment thereto, all rights to exercise or
surrender Options shall terminate thirty (30) days (but not after the scheduled
expiration date of such Option) following the date of termination of the
participant's employment for any reason other than the participant's death or
retirement on or after his normal retirement age in accordance with the
Company's retirement policy for officers and/or employees, as appropriate, and
one (1) year following the date of termination of employment by reason of the
participant's death or retirement on or after his normal retirement age in
accordance with the Company's retirement policy for officers and/or employees,
as appropriate (or, if earlier, on the scheduled expiration date of such
Option).

12. Effect of Change in Stock Subject to the Plan

    In the event of any subdivision or combination of the outstanding
shares of Common Stock, stock dividend, recapitalization, reclassification of
shares, sale, lease or transfer of substantially all of the assets of the
Company, substantial distributions to stockholders, merger, consolidation or
other corporate transactions which would result in a substantial dilution or
enlargement of the rights or economic benefits inuring to participants
hereunder, the Committee shall make such equitable adjustments as it may deem
appropriate in the Plan and the outstanding Options, including, without
limitation, any adjustment in the total number of shares of Common Stock
which may thereafter be available under the Plan.

13. Nonassignability

    Options shall not be transferable other than by will or the laws of
descent and distribution and are exercisable during participant's lifetime only
by the participant.

14. Withholding

    The Company shall have the right to deduct from all amounts paid to a
participant in cash as salary, bonus or other compensation any taxes required
by law to be withheld in respect of Options under this Plan.  In the
Committee's discretion, a participant may be permitted to elect to have
withheld from the shares otherwise issuable to the participant upon exercise
of an Option; or to tender to the Company, the number of shares of Common
Stock whose Fair Market Value equals the amount required to be withheld.

15. Construction of the Plan

    The validity, construction, interpretation, administration and effect
of the Plan and of its rules and regulations, and rights relating to the Plan,
shall be determined solely in accordance with the laws of the Commonwealth of
Pennsylvania, other than the conflict of law provisions of such laws.

16. Amendment

    The Board may, by resolution, amend or revise the Plan, except that
such action shall not be effective without stockholder approval if such
stockholder approval is required to maintain the compliance of the Plan and/or
awards granted hereunder with Rule 16b-3 of the Securities and Exchange
Commission or the deductibility limits of Section 162(m) of the Code.  The
Board may not alter or impair any Options previously granted under the Plan
without the consent of the holders thereof, except in accordance with the
provisions of Paragraph 12.

17. Effective Date; Termination of Plan

    The Plan shall become effective on the date on which it is adopted by
the Board of Directors, subject to the approval of the Plan by the
shareholders of the Company.  The Plan shall terminate on the tenth (10th)
anniversary of the effective date, unless it is earlier terminated by the
Board.  Termination of the Plan shall not affect Options previously granted
under the Plan.