SHENANDOAH TELECOMMUNICATIONS COMPANY 
                     124 South Main Street 
                       Edinburg, Virginia 
 

 

            NOTICE OF ANNUAL MEETING OF STOCKHOLDERS 
                    TO BE HELD APRIL 18, 1995 
 
                                                March 24, 1995






TO THE STOCKHOLDERS OF 
SHENANDOAH TELECOMMUNICATIONS COMPANY: 
 
  The annual meeting of stockholders of Shenandoah
Telecommunications Company will be held in the Social Hall of the
Edinburg Fire Department, Stoney Creek Boulevard, Edinburg,
Virginia, on Tuesday, April 18, 1995, at 11:00 a.m. for the
following purposes: 
 
1.    To elect nine directors to serve for the ensuing year; 
 
2.    To transact such other business as may properly come before
      the meeting or any adjournment thereof.

  Only stockholders of record at the close of business March 22,
1995, will be entitled to vote at the meeting. 
 
  Lunch will be provided. 
 
 
By Order of the Board of Directors 
 
                                            Harold Morrison, Jr.
                                            Secretary 



                           IMPORTANT 

YOU ARE URGED TO COMPLETE, SIGN, AND RETURN THE ENCLOSED PROXY CARD
IN THE SELF-ADDRESSED STAMPED (FOR U. S. MAILING) ENVELOPE PROVIDED
AS PROMPTLY AS POSSIBLE, WHETHER OR NOT YOU PLAN TO ATTEND THE
MEETING IN PERSON.  IF YOU DO ATTEND THE MEETING IN PERSON, YOU MAY
THEN WITHDRAW YOUR PROXY AND VOTE YOUR OWN SHARES.  

                    SEE PROXY STATEMENT ON THE FOLLOWING PAGES 

<PAGE>
 
                       PROXY STATEMENT 

                                            P. O. Box 459
                                            Edinburg, VA  22824 
                       
                                            March 24, 1995 
 
TO THE STOCKHOLDERS OF 
SHENANDOAH TELECOMMUNICATIONS COMPANY: 
 
  Your proxy in the enclosed form is solicited by the management
of the Company for use at the Annual Meeting of Stockholders to be
held in the Social Hall of the Edinburg Fire Department, Stoney
Creek Boulevard, Edinburg, Virginia, on Tuesday, April 18, 1995, at
11:00 a.m., and any adjournment thereof.

  The mailing address of the Company's executive offices is P. O.
Box 459,  Edinburg, Virginia 22824. 
 
  The Company has 8,000,000 authorized shares of common stock, of
which 3,760,760 shares were outstanding on March 22, 1995.  This
proxy statement and the Company's annual report, including
financial statements for 1994, are being mailed on or about March
24, 1995, to approximately 2,987 stockholders of record on March
22, 1995.  Only stockholders of record on that date are entitled to
vote.  Each outstanding share will entitle the holder to one vote
at the Annual Meeting.  No director, officer, or other party owns
as much as five percent of the outstanding shares of the common
stock of the Company.  The Company intends to solicit proxies by
the use of the mail, in person, and by telephone.  The cost of
soliciting proxies will be paid by the Company. 
 
  Executed proxies may be revoked at any time prior to exercise. 
Proxies will be voted as indicated by the stockholders. 
 
                   THE ELECTION OF DIRECTORS 
 
  At the meeting, nine directors (constituting the entire Board of
Directors of the Company) are to be elected for the ensuing year. 
 
  The proxy holders will vote the proxies received by them (unless
contrary instructions are noted on the proxies) for the election as
directors of the following nominees, all of whom are now members of
and constitute the Company's Board of Directors.  If any such
nominees should be unavailable, the proxy holders will vote for
substitute nominees in their discretion.  Stockholders may withhold
the authority to vote for the election of directors or one or more
of the nominees.  Directors will be elected by a plurality of the
votes cast.  Abstentions and shares held in street name that are
not voted in the election of directors will not be included in
determining the number of votes cast. 
PAGE

<PAGE>

<TABLE>
                                Nominees for Election of Directors
<CAPTION>
                        Elected           Principal Occupation and Other       
Name of Director        Director   Age   Directorships for Past Five Years     
     (1)                 (2)                          (3)
<S>                    <C>         <C>  <C> 
Noel M. Borden         1972        58   Pres., H. L. Borden Lumber Co. (a
  Vice Chairman                         retail building materials firm); 
                                        Chairman of Board,
                                        1st National Corp.

Dick D. Bowman         1980        66   Pres., Bowman Bros., Inc. (a farm
  Treasurer of the Co.                  equip. dealer); Dir., Shen. Valley 
                                        Elec. Coop.; Dir., Rockingham Mutual
                                        Ins. Co.; Dir., Old Dominion 
                                        Electric Coop.

Ken L. Burch           1995        50   Farmer

Warren B. French, Jr.  1973        71   Chairman of the Board, Shenandoah 
  (4)                                   Telecommunications Co.; Dir., 1st
                                        National Corp.; Dir., Orion Network 
                                        Systems, Inc.; Dir., AvData Systems, 
                                        Inc.

Grover M. Holler, Jr.   1952       74   Pres., Blue Ridge Homes, Inc. (a real 
                                        estate developer); Pres., Valley 
                                        View, Inc.

I. Clinton Miller       1983       55   Attorney-at-Law; Dir., F&M Bank 

Harold Morrison, Jr.    1979       65   Chairman of the Board, Woodstock
  Secretary of the Co.                  Garage, Inc. (auto sales & repair
                                        firm); Dir., 1st Va. Bank-SV

Zane Neff              1976        66   Retired Manager, Hugh Saum Co., Inc.
  Asst. Secretary                       (a hardware and furniture store); 
   of the Co.                           Director, Crestar Bank

James E. Zerkel II      1985       50   Vice Pres., James E. Zerkel, Inc. 
                                        (a plumbing, heating, gas, & hardware 
                                        firm)

<FN>

(1)   The directors who are not full-time employees of the Company were 
      compensated in 1994 for their services on the Board and one or more of 
      the Boards of the Company's subsidiaries at the rate of $325 per month 
      plus $325 for each Board meeting attended.  Additional compensation was
      paid to the Chairman of the Board, Vice Chairman, Secretary, Assistant 
      Secretary, and Treasurer, for their services in these capacities,
      in the amounts of $3,840, $1,180, $2,480, $1,180, and $2,480, 
      respectively.
(2)   Years shown are when first elected to the Board of the Company or the 
      Company's predecessor, Shenandoah Telephone Company.  Each nominee has 
      served continuously since
      the year he joined the Board. 
(3)   Each director also serves as a director of one or more of the Company's  
      subsidiaries.
(4)   Warren French's son, Christopher French, is the President of the 
      Company and all of its subsidiaries.

<PAGE>
     Standing Audit, Nominating, and Compensation Committees
                    of the Board of Directors


1.    Audit Committee - The Finance Committee of the Board of
      Directors, consisting of the following directors:  Dick D.
      Bowman (Chairman), Grover M. Holler, Jr., and Noel M.
      Borden, performs a function similar to that of an Audit
      Committee.  This committee is responsible for the employment
      of outside auditors and for receiving and reviewing the
      auditor's report.  During 1994 there was one meeting of the
      Audit Committee.  Additional business of the committee was
      conducted in connection with the regular Board meetings. 


2.    Nominating Committee - The Board of Directors does not have
      a standing Nominating Committee. 


3.    Compensation Committee - The Personnel Committee of the
      Board of Directors, consisting of the following directors: 
      Noel M. Borden (Chairman), Harold Morrison, Jr., and I.
      Clinton Miller, performs a function similar to that of a
      Compensation Committee.  This committee is responsible for
      the wages, salaries, and benefit programs for all employees. 
      During 1994 there were three meetings of this committee. 


   Attendance of Board Members at Board and Committee Meetings
 
  During 1994, the Board of Directors held 13 meetings.  All of the
directors attended at least 75 percent of the aggregate of:  (1)
the total number of meetings of the Board of Directors; and (2) the
total number of meetings held by all committees of the Board on
which they served. 



                      Certain Transactions

  Under the terms of a Supplemental Employment Agreement approved
and executed by Shenandoah Telephone Company in February 1984,
Warren B. French, Jr. was paid $12,649 in 1994, as an additional
retirement benefit.  He was also paid $12,000 for consulting
services provided to the Company.

  In 1994, the Company received services from Mr. Morrison's
company in the amount of $51,034.61 and from Mr. Zerkel's company
in the amount of $6,962. Management believes that each of the
companies provides these services to the Company on terms
comparable to those available to the Company from other similar
companies.  No other director is an officer, director, employee, or
owner of a significant supplier or customer of the Company.       

<PAGE>
 
                        STOCK OWNERSHIP

  The following table presents information relating to the
beneficial ownership of the Company's outstanding shares of common
stock by all directors, the president, and all directors and
officers as a group.
 
                      No. of Shares
  Name and Address     Owned as of 2-1-95   Percent of Class     
                             (1)                 (2)

Noel M. Borden          17,456                      * 
Strasburg, VA  22657 

Dick D. Bowman          40,144                      1.07
Edinburg, VA  22824 

Ken L. Burch            46,762                      1.24
Quicksburg, VA 22847

Christopher E. French  114,948                      3.06
Woodstock, VA 22664

Warren B. French, Jr.   56,942                      1.51
Edinburg, VA  22824 

Grover M. Holler, Jr.   70,736                      1.88      
Edinburg, VA  22824 

I. Clinton Miller        1,440                      * 
Woodstock, VA  22664 
 
Harold Morrison, Jr.    20,148                      * 
Woodstock, VA  22664 

Zane Neff                7,516                      * 
Edinburg, VA  22824 
 
James E. Zerkel II       4,198                      * 
Mt. Jackson, VA  22842 
 
Total shares beneficially   
owned by 13 directors and 
officers as a group    382,326                     10.17         

  (1) Includes shares held by relatives and in certain trust
      relationships, which may be deemed to be beneficially owned
      by the nominees under the rules and regulations of the
      Securities and Exchange Commission; however, the inclusion
      of such shares does not constitute an admission of
      beneficial ownership.

  (2) Asterisk indicates less than 1%. 
PAGE

<PAGE>

                   SUMMARY COMPENSATION TABLE
  
    The following Summary Table is furnished as to the salary and
incentive payment paid by the Company and its subsidiaries on an
accrual basis during the fiscal years 1992, 1993, and 1994 to, or
on behalf of, the chief executive officer and each of the next four
most highly compensated executive officers who earn $100,000 or
more per year.

Name and Principal                              Incentive
     Position          Year         Salary       Payment  
          
Christopher E. French  1994        $107,816     $ 14,875
  President            1993         100,904       14,159
                       1992          93,923       22,185          

                         RETIREMENT PLAN

     The Company maintains a noncontributory defined benefit
Retirement Plan for its employees.  The following table illustrates
normal retirement benefits based upon Final Average Compensation
and years of credited service.  The normal retirement benefit is
equal to the sum of: 
  (1) 1.14% times Final Average Compensation plus 0.65% times
      Final Average Compensation in excess of Covered Compensation
      (average annual compensation with respect to which Social
      Security benefits would be provided at Social Security
      retirement age) times years of service (not greater than
      30); and 
  (2) 0.29% times Final Average Compensation times years of
      service in excess of 30 years (such excess service not to
      exceed 15 years).

                       Estimated Annual Pension                   
                       Years of Credited Service
Final Average 
 Compensation    15      20      25       30      35 

  $ 20,000     3,420   4,560   5,700    6,840   7,130
    35,000     6,870   9,160  11,451   13,741  14,248
    50,000    10,898  14,530  18,163   21,796  22,521
    75,000    17,610  23,480  29,351   35,221  36,308
   100,000    24,323  32,430  40,538   48,646  50,096
   120,000    29,693  39,590  49,488   59,386  61,126 
  Covered Compensation for those retiring in 1995 is $25,920. 
Final Average Compensation equals an employee's average annual
compensation for the five consecutive years of credited service for
which compensation was the highest.  The amounts shown as estimated
annual pensions were calculated on a straight-life basis assuming
the employee retires in 1995.  The Company did not make a
contribution to the Retirement Plan in 1994, as the plan was
adequately funded.  Christopher French has 13 years of credited
service under the plan as of January 1, 1995.

<PAGE>
 
    COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

  The members of the Personnel Committee of the Board of Directors
of the Company perform the function of a Compensation Committee. 
The Committee's approach to compensation of the Company's executive
officers, including the chief executive officer, is to award a
total compensation package consisting of salary, incentive, and
fringe benefit components.  The compensation package is designed to
provide a level of compensation to enable the Company to attract
and retain the executive talent necessary for the long-term success
of the organization.

  The incentive plan component of the total compensation package
provides an incentive to the officers to meet or exceed certain
performance objectives.  The plan also places a portion of the
officers' compensation at risk in the event the Company does not
achieve its objectives.  The objectives include a component
measuring the improvement in the level of service provided to the
Company's customers and a component measuring the increase in the
Company's net income.  In 1994, the Company reached over 100
percent of its combined goals.

                   Submitted by the Company's Personnel Committee:

                   Noel M. Borden, Chairman             
                   Harold Morrison, Jr.
                   I. Clinton Miller







             FIVE-YEAR STOCKHOLDER RETURN COMPARISON

  The Securities and Exchange Commission requires that the Company
include in its Proxy Statement a line graph presentation comparing
cumulative, five-year stockholder returns on an indexed basis with
a performance indicator of the overall stock market and either a
nationally recognized industry standard or an index of peer
companies selected by the Company.  The broad market index used in
the graph is the NASDAQ Market Index.  The S&P Telephone Index
consists of the seven regional Bell Operating Companies and GTE.

  The Company's stock is not listed on any national exchange nor
NASDAQ; therefore, for purposes of the following graph, the value
of the Company's stock, including the price at which dividends are
assumed to have been reinvested, has been determined based upon the

average of the prices of transactions in the Company's stock that
were reported to the Company in each fiscal year.

PAGE

<PAGE>
Comparison of Five-Year Cumulative Total Return* among Shenandoah
Telecommunications Company, NASDAQ Market Index, and S&P Telephone
Index
                    1989    1990    1991     1992    1993    1994
Shenandoah
Telecommunications 100.00  107.30  190.03   200.46  209.92  200.52
NASDAQ Market
Index              100.00   84.92  136.28   158.58  180.93  176.91
S&P Telephone
Index              100.00   95.46  102.66   112.65  130.10  124.72

Assumes $100 invested December 31, 1989 in Shenandoah
Telecommunications Company stock, NASDAQ Market Index, and S&P
Telephone Index

*Total return assumes reinvestment of dividends

                     EMPLOYMENT OF AUDITORS 
  The Board of Directors, on the recommendation of the Audit
Committee, has appointed the firm of McGladrey and Pullen as
auditors to make an examination of the accounts of the Company for
the 1995 fiscal year. It is not expected that representatives of
the firm will be present at the annual meeting.

                 PROPOSALS OF SECURITY HOLDERS 
  Proposals of security holders to be included in management's
proxy statement and form of proxy relating to next year's annual
meeting must be received at the Company's principal executive
offices not later than November 24, 1995.  

                         OTHER MATTERS 
  Management does not intend to bring before the meeting any
matters other than those specifically described above and knows of
no matters other than the foregoing to come before the meeting.  If
any other matters properly come before the meeting, it is the
intention of the persons named in the accompanying form of proxy to
vote such proxy in accordance with their judgment on such matters,
including any matters dealing with the conduct of the meeting.  

                            FORM 10-K
  The Company's Annual Report on Form 10-K filed with the
Securities and Exchange Commission is available to stockholders,
without charge, upon request to Mr. Laurence F. Paxton, Vice
President-Finance, Shenandoah Telecommunications Company, P. O. Box
459, Edinburg, VA 22824.
PAGE

<PAGE>
                                                           PROXY
SHENANDOAH TELECOMMUNICATIONS COMPANY 
124 South Main Street                       This Proxy is Solicited
Edinburg, VA 22824                          on behalf of the Board
                                            of Directors
                                                
  The undersigned hereby appoints Warren B. French, Jr., Noel M.
Borden, and Grover M. Holler, Jr., and each of them, as Proxies
with full power of substitution, to vote all common stock of
Shenandoah Telecommunications Company held of record by the
undersigned as of March 22, 1995, at the Annual Meeting of
Stockholders to be held on April 18, 1995, and at any and all
adjournments thereof.

1.    ELECTION OF DIRECTORS

  ( ) FOR Noel M. Borden, Dick D. Bowman, Ken L. Burch, Warren B.
          French, Jr., Grover M. Holler, Jr., I. Clinton Miller,
          Harold Morrison, Jr., Zane Neff, James E. Zerkel II

      TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
      STRIKE A LINE THROUGH THE NOMINEE'S NAME LISTED ABOVE

  ( ) VOTE WITHHELD for all nominees listed above
  Your Board of Directors recommends a vote FOR Election of
Directors.
PAGE

<PAGE>
2.    In their discretion, the Proxies are authorized to vote upon
      such other business as may properly come before the meeting.

  THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER.  IF NO DIRECTION IS
MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2.

  Please mark, sign exactly as name appears below, date, and return
this proxy card promptly, using the enclosed envelope, whether or
not you plan to attend the meeting.

                           When signing as attorney, executor,
                           administrator, trustee, guardian, or
                           agent, please give full title as such. 
                           If a corporation, please sign in full
                           corporate name by president or other
                           authorized officer.  If a partnership,
                           please sign in partnership name by
                           authorized person.

Dated_____________, 1995           ________________________
                                   Signature
I plan to attend the meeting___    ________________________
Number of persons attending ___    Additional Signature
I cannot attend the meeting ___    (if held jointly)

<PAGE>

</TABLE>