SECURITIES AND EXCHANGE COMMISSION             
                  Washington, D. C.  20549
                          FORM 10-K

        ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d)
           OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 1994   
Commission File No. 0-9881

            SHENANDOAH TELECOMMUNICATIONS COMPANY
   (Exact name of registrant as specified in its charter)

           VIRGINIA                             54-1162807   
(State or other jurisdiction of              (I.R.S. Employer
incorporation or organization)               Identification
No.)

124 South Main Street, Edinburg, VA               22824       
(Address of Principal Executive                 (Zip Code)
Offices)

Registrant's telephone number, including area code (703)
984-4141

 Securities Registered Pursuant to Section 12(b) of the Act:

                 COMMON STOCK (NO PAR VALUE)
                      (Title of Class)

Indicate by check mark it disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.    X  

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports, and (2) has been subject to such filing
requirements for the past 90 days.  YES     X     NO          

Aggregate market value of the voting stock held by
non-affiliates of the registrant as of March 1, 1995. 
$67,568,680.  (In determining this figure, the registrant has
assumed that all of its officers and directors are affiliates. 
Such assumption shall not be deemed to be conclusive for any
other purpose.)  The Company's stock is not listed on any
national exchange nor NASDAQ; therefore, the value of the
Company's stock has been determined based upon the average of
the prices of transactions in the Company's stock that were
reported to the Company during the year.

Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable
date.

       CLASS                   OUTSTANDING AT MARCH 1, 1995
Common Stock, No Par Value                    3,760,760
             Documents Incorporated by Reference

1994 Annual Report to Security Holders       Parts I, II, IV
Proxy Statement, Dated March 24, 1995        Parts     III

               EXHIBIT INDEX     PAGES  5 - 6
<PAGE>
              

<PAGE>

               SHENANDOAH TELECOMMUNICATIONS COMPANY




 Item                                                       Page
Number                                                     Number


                              PART I

  1.      Business                                            1
  2.      Properties                                          1
  3.      Legal Proceedings                                   2
  4.      Submission of Matters to a Vote of 
          Security Holders                                    2


                              PART II

  5.      Market for the Registrant's Common Stock 
          and Related Stockholder Matters                     3
  6.      Selected Financial Data                             3
  7.      Management's Discussion and Analysis of Financial       
          Condition and Results of Operations                 3
  8.      Financial Statements and Supplementary Data         3
  9.      Changes in and Disagreements with Accountants on 
          Accounting and Financial Disclosure                 4


                             PART III

 10.      Directors and Executive Officers of the Registrant  5
 11.      Executive Compensation                              5
 12.      Security Ownership of Certain Beneficial Owners 
          and Management                                      5
 13.      Certain Relationships and Related Transactions      5


                              PART IV

 14.      Exhibits, Financial Statement Schedules, and 
          Reports on Form 8-K                               6-7


<PAGE>

                           PART I


ITEM 1.   BUSINESS

          (a)  General development of business is incorporated
               by reference -
            
               1994 Annual Report to Security Holders - 
               Inside Front Cover

          (b)  Financial information about industry segments - 

               Not Applicable

          (c)  Narrative description of business is
               incorporated by reference -

               1994 Annual Report to Security Holders - 
               Pages  4 - 7

          (d)  The registrant does not engage in operations in
               foreign countries. 


ITEM 2.     PROPERTIES

            The properties of the Company consist of land,
            structures, plant and equipment required in
            providing telephone, CATV, and related
            telecommunications services.  The Company's main
            office and corporate headquarters is in Edinburg,
            VA and a service building is located outside the
            town limits of Edinburg, VA.  Additionally, the
            Company owns and operates nine local telephone
            exchanges (switching units) housed in
            brick/concrete buildings.  One of these is the
            main attended central office co-located with the
            main office in Edinburg, Virginia.  The unattended
            central offices and outside plant are located at:

            (a)  Basye, VA      
            (b)  Bergton, VA
            (c)  Fort Valley, VA
            (d)  Mount Jackson, VA
            (e)  New Market, VA
            (f)  Strasburg, VA
            (g)  Toms Brook, VA
            (h)  Woodstock, VA

            The Company owns long distance facilities outside
            of its local franchised area as follows:
       
            (a)  Hagerstown, MD
            (b)  Harrisonburg, VA
            (c)  Martinsburg, WV
<PAGE>
                     PART I (Continued)


ITEM 2.     PROPERTIES (Continued)

            (d)  Richmond, VA    
            (e)  Stephens City, VA
            (f)  Weyers Cave, VA    
            (g)  Winchester, VA

            CATV reception equipment is located at the service
            building, outside the town limits of Edinburg,
            Virginia and at Basye, Virginia.



ITEM 3.     LEGAL PROCEEDINGS

            None   


ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY
            HOLDERS

            No matters were submitted to a vote of security 
            holders for the three months ended December 31,
            1994.

       
<PAGE>

                           PART II



ITEM 5.     MARKET FOR THE REGISTRANT'S COMMON STOCK AND
            RELATED STOCKHOLDER MATTERS

            (a)  Common stock price ranges are incorporated by 
                 reference -

                 1994 Annual Report to Security Holders
                 Market Information - Inside Front Cover

            (b)  Number of equity security holders are        
                 incorporated by reference - 

                 1994 Annual Report to Security Holders
                 Five-Year Summary of Selected Financial Data 
                 -  Page  3

            (c)  Frequency and amount of cash dividends are   
                 incorporated by reference - 

                 1994 Annual Report to Security Holders
                 Market and Dividend Information - Inside 
                 Front Cover

                 Additionally, the terms of a mortgage
                 agreement require the maintenance of defined
                 amounts of the subsidiary's equity and working
                 capital after payment of dividends.          
                 Accordingly, approximately $15,638,000 of 
                 retained earnings was available for payment
                 of dividends at December 31, 1994.  

                 For additional information, see Note 4 of the 
                 1994 Annual Report to Security Holders, which
                 is incorporated as a part of this report.


ITEM 6.     SELECTED FINANCIAL DATA

            Five-Year Summary of Selected Financial Data is
            incorporated by reference -

            1994 Annual Report to Security Holders
            Five-Year Summary of Selected Financial Data 
            - Page  3
<PAGE>
                     PART II (Continued)




ITEM 7.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
            CONDITION AND RESULTS OF OPERATIONS

            Results of operations, liquidity, and capital
            resources are incorporated by reference -

            1994 Annual Report to Security Holders
            Management's Discussion and Analysis of Financial 
            Condition and Results of Operations - Pages 8-9   


ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

            Consolidated financial statements included in the
            1994 Annual Report to Security Holders are
            incorporated by reference as identified in Part IV,

            Item 14, on Pages 5 and 6.    

<PAGE>
                     PART II (Continued)




ITEM 9.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON 
            ACCOUNTING AND FINANCIAL DISCLOSURE

            CHANGES IN REGISTRANTS CERTIFYING ACCOUNTANT

            Shenandoah Telecommunications has dismissed S. B.
            Hoover & Company, LLP as its certifying accountant 
            as of December 3, 1993.  Shenandoah
            Telecommunications has engaged McGladrey & Pullen,
            LLP as our new certifying accountants as of December
            1, 1993.  The engagement is for the calendar year
            financial statements for 1994, 1995, and 1996.

            The accountants report on the financial statements
            of Shenandoah Telecommunications for the two most
            recent fiscal years, ended December 31, 1991 and
            December 31, 1992 have not contained an adverse
            opinion, or a disclaimer of opinion, nor has it
            been qualified or modified as to uncertainty,
            audit scope, accounting principles, or any other
            reason.

            Shenandoah Telecommunications Company requested
            proposals from several accounting firms to conduct
            Shenandoah's audit of the financial statements for
            the calendar years 1994, 1995, and 1996.  Based on
            the proposals received, the decision to dismiss
            our former accountants and engage McGladrey &
            Pullen, LLP as our new accountants was recommended 
            by the Finance Committee of the Board of Directors
            and approved by vote of the full Board.

            There are no disagreements with S. B. Hoover &
            Company, LLP on any matter of accounting principles
            or practices, financial statements disclosures, or
            auditing scope of procedure which disagreements
            were not resolved to the satisfaction of S. B.
            Hoover, LLP.  Shenandoah Telecommunications has not
            consulted with McGladrey & Pullen, LLP on any issue
            during the last two years or from December 31,
            1992 to December 3, 1993.
<PAGE>
                          

                               PART III



ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

            Information concerning directors and executive
            officers is incorporated by reference -

            Proxy Statement, Dated March 24, 1995  -  
            Pages 1 - 7



ITEM 11.    EXECUTIVE COMPENSATION

            Information concerning executive compensation is
            incorporated by reference - 

            Proxy Statement, Dated March 24, 1995  -  Page 5



ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
            AND MANAGEMENT

            (a)  No person, director or officer owned over 5  
                 percent of the common stock as of March 1,   
                 1995.

            (b)  Security ownership by management is          
                 incorporated by reference -

                 Proxy Statement, Dated March 24, 1995
                 Stock Ownership - Page  4

            (c)  Contractual arrangements - 

                 The Company knows of no contractual          
                 arrangements which may, at a subsequent date, 
                 result in change of control of the Company.
  


ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

            There are no relationships or transactions to
            disclose other than services provided by Directors
            which are incorporated by reference -

            Proxy Statement, Dated March 24, 1995
            Directors - Page  2



<PAGE>

                           PART IV



ITEM 14.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND
            REPORTS ON FORM 8-K

  A.   Document List

       The following documents are filed as part of this Form
       10-K.  Financial statements are incorporated by
       reference and are found on the pages noted.
                                             Page Reference  
                                                            
                                                        Annual
                                            Form 10-K   Report
       1.   Financial Statements

            The following consolidated financial
            statements of Shenandoah Telecommunications 
            are included in Part II, Item 8

            Auditor's Report 1994 Financial Statements     17

            Auditor's Report 1992 and 1993 Financial 
            Statements

            Consolidated Balance Sheets at 
            December 31, 1994, 1993, and 1992         10 & 11

            Consolidated Statements of Income for 
            the Years Ending December 31, 1994,
            1993, and 1992                                 12

            Consolidated Statement of Retained Earnings
            Years Ended December 31, 1994, 1993, and 1992  12

            Consolidated Statements of Cash Flow 
            for the Years Ending December 31, 1994, 
            1993, and 1992                                 13

            Notes to Consolidated Financial Statements  14-17






<PAGE>
                     PART IV (Continued)


ITEM 14.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND
            REPORTS ON FORM 8-K (Continued)

                                             Page Reference 
                                                              
                                                       Annual
                                           Form 10-K   Report


       2.   Financial Statement Schedules

            All other schedules are omitted because 
            they are not applicable, or not required, 
            or because the required information is 
            included in the accompanying financial 
            statements or notes thereto.


       3.   Exhibits

            Exhibit No.

            99.  Proxy Statement, prepared by 
                 Registrant for 1994 Annual 
                 Stockholders Meeting           Filed Herewith

            13.  Annual Report to Security 
                 Holders                        Filed Herewith

            23.  Prior Certifying Accountant's
                 Consent                        Filed Herewith


  B.   Reports on Form 8-K

       No reports on Form 8-K for the three months ended
       December 31, 1994, were required to be filed.






<PAGE>
                        PART IV (Continued)



                            SIGNATURES


Pursuant to the requirements of Sections 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                              SHENANDOAH TELECOMMUNICATIONS COMPANY



March 31, 1995                By  CHRISTOPHER E. FRENCH, PRESIDENT
                                 Christopher E. French, President


Pursuant to the requirements of the Securities Exchange Act of 1934,
this report signed by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.


                            President & Chief Executive
 CHRISTOPHER E. FRENCH      Officer               March 31, 1995
Christopher E. French

 LAURENCE F. PAXTON         Principal Financial   March 31, 1995
Laurence F. Paxton          Accounting Officer

 DICK D. BOWMAN             Treasurer & Director  March 31, 1995
Dick D. Bowman             

 WARREN B. FRENCH, JR.      Director              March 31, 1995
Warren B. French, Jr.

 I. CLINTON MILLER          Director              March 31, 1995
I. Clinton Miller        

 HAROLD MORRISON            Director              March 31, 1995
Harold Morrison  

 NOEL M. BORDEN             Director              March 31, 1995
Noel M. Borden   

 JAMES E. ZERLEL II         Director              March 31, 1995
James E. Zerkel II
<PAGE>
             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

<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>
                 (Inside front cover - top)

                   STOCKHOLDER INFORMATION

Our Business

  Shenandoah Telecommunications Company is a holding company
which provides telephone service through its subsidiary,
Shenandoah Telephone Company, primarily in Shenandoah County
and small service areas in Rockingham, Frederick, and Warren
counties, all in Virginia.  The Company provides cable
television service through its subsidiary, Shenandoah Cable
Television Company, at Edinburg and in rural areas in the
vicinity of Edinburg, Woodstock, and Bryce Mountain.  The
Company provides unregulated communications equipment and
services through its subsidiary, ShenTel Service Company, which
sells and maintains PBXs, key systems, computers, and security
systems.  The Company finances purchases of telecommunications
facilities and equipment through its subsidiary, Shenandoah
Valley Leasing Company.  Shenandoah Mobile Company furnishes
paging, mobile telephone, business radio, and cellular
telephone services in the northern Shenandoah Valley. 
Shenandoah Mobile Company is the managing general partner of a
partnership providing cellular services in Virginia RSA 10
covering the northwestern portion of Virginia.  The Company
resells long distance services through Shenandoah Long Distance
Company.  Shenandoah Network Company operates and maintains the
Company's interstate fiber optic network. 

Annual Meeting

  The Board of Directors extends an invitation to all
stockholders to attend the Annual Meeting of Stockholders.  The
meeting will be held Tuesday, April 18, 1995, at 11:00 a.m. in
the Social Hall of the Edinburg Fire Department, Stoney Creek
Boulevard, Edinburg, Virginia.  Notice of the Annual Meeting,
Proxy Statement, and Proxy were mailed to each stockholder on
or about March 24, 1995.

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>
                (Inside front cover - bottom)

Market and Dividend Information

  The stock of Shenandoah Telecommunications Company is not
listed on any national exchange or NASDAQ, and the Company is
not aware of any broker who maintains a position in the
Company's stock.  It, however, is aware of unconfirmed
transactions of the stock which have been handled privately and
by brokers and local auctioneers.  Some of these prices include
commissions and auctioneers' fees.  Since some prices are not
reported to the Company and family transactions are not
applicable, all transactions are not included in the following
summary of prices.  The shares, prices, and cash dividends for
1993 and 1994 have been adjusted to reflect a 2-for-1 stock
split which was paid to stockholders of record January 23,
1995.  The Company has maintained a policy of declaring an
annual cash dividend.

           1994                                 1993             
         No.    No.                 No.    No.
Quarter Trans. Shares  High    Low  Trans. Shares   High    Low 
 1st         59  11,348 $25.00 $20.00   90   16,592  $32.50 $19.00
 2nd         45   9,086  25.00  14.41  129   15,396     30.50 
17.50
 3rd        112  13,870  25.00  17.50   86   16,376   33.75  18.25
 4th         57   6,600  25.00  19.00  227   22,900     23.00 
17.75

Average price per share -     $20.31                     $21.66
Annual cash dividend per share -.375                        .30


Corporate Headquarters                      Independent Auditors

Shenandoah Telecommunications Company  McGladrey & Pullen, LLP
124 South Main Street                  1051 East Cary Street
Edinburg, VA 22824                          Richmond, VA 23210

Stockholders' Questions and Stock Transfers - Call (703) 984-5260

                  Transfer Agent - Common Stock
                         Shenandoah Telecommunications Company
                         P. O. Box 459
                         Edinburg, VA 22824
<PAGE>
                        FIVE-YEAR SUMMARY OF SELECTED FINANCIAL DATA 

                           1994        1993           1992           1991      
  1990   

Operating Revenues             $20,229,178    $18,329,886 $17,359,114 
$15,180,205 $13,260,122
Operating Expenses           12,050,713   11,455,136  10,454,448    9,535,090  
7,878,993
Income Taxes             2,577,641    2,481,764   2,189,663    1,792,022  
3,507,302
Other Income less Other
   Expenses (1)                 (90,897)    (154,454)    188,210      307,259  
  144,177
Interest Expense                658,908      621,944     667,900      771,285  
  858,378
Gain (loss) on Security   
  Sales or Writedown                  -            -    (220,000)           -  
 5,825,118
Consolidated Net Income     $ 4,851,019  $ 4,602,619 $ 4,015,313  $ 3,389,067 
$ 6,984,744
Consolidated Net Income from
   Operations (2)           $ 4,851,019  $ 4,156,300 $ 4,151,801  $ 3,389,067 
$ 3,153,379
Total Assets                $52,464,150  $49,652,064 $44,839,501  $42,206,407 
$38,966,585

Long-Term Obligations       $ 9,941,209  $ 9,381,813 $ 8,754,524  $ 9,033,561 
$ 9,990,286

Stockholder Information
   Number of Stockholders         2,979        2,879       2,683        2,519  
     2,347
   Shares of Stock (3)        3,760,760    3,760,760   3,760,760    3,760,760  
 3,760,760
   Earnings per Share (3)  $       1.29  $      1.22 $      1.07  $       .90 $ 
     1.86
    - Continuing 
       Operations (3)       $      1.29  $      1.11 $      1.10  $       .90 $ 
      .84
   Dividends per Share (3)  $      .375  $       .30 $      .275  $       .25 $ 
      .57

(1) Includes non-operating income less expenses and minority interest in net
income of
consolidated subsidiaries.

(2) Excludes gain on sale of fiber optic lease asset, write-off of portion of
investment in
Metrotel Services, Ltd., and share of loss of Virginia Metrotel in 1993;
write-down of AvData
in 1992; gain on sale of TeleCom*USA stock in 1990.

(3) The information has been restated to reflect a 4-for-1 stock split to
stockholders of
record December 1, 1990 and a 2-for-1 split to stockholders of record January 23,
1995.

<PAGE>
                SUBSIDIARY COMPANY HIGHLIGHTS


Shenandoah Telephone Company

  - Net income increases 9.7 percent on revenue increase of
    5.2 percent.
  - Conversion of billing, service order, and plant record
    system completed in April 1994.
  - Last of Seiscor analog carrier systems, first installed in
    1975, removed from service.

ShenTel Service Company

  - Net income increases 194 percent on revenue increase of
    47.4 percent.
  - Local access to the Internet offered as new service to
    northern Shenandoah Valley area.
  - Interactive Video System installed for Shenandoah County
    School System.
  - Awarded a contract to provide six VHF to UHF translators
    for the county of Shenandoah.
  - Installed large Mitel digital PBX with on-site Voice Mail
    for Shenandoah Valley Press.

Shenandoah Mobile Company

  - Virginia RSA 10 Partnership, managed by the Company,
    records profit increase of 464.2 percent; Company's share
    of earnings from its limited partnership interest in the
    Virginia RSA 6 partnership is $57,873.
  - Construction begun on new cell site for Berryville area,
    in service date expected in first quarter 1995.

Shenandoah Cable Television Company

  - General rate increase effective September 1, 1994; four
    channels added to lineup.
  - Maintenance expenses remain high with continuation of
    "system sweep" mandated by FCC to verify system's
    technical performance.

Shenandoah Network Company

  - Fiber interconnection with MCI Communications fiber
    network completed in West Virginia.

Shenandoah Valley Leasing Company

  - Net income decreases due to large, one-time gain in 1993
    for sale of fiber system.
<PAGE>
                   LOCAL INTERNET SERVICE

On September 1, 1994, ShenTel Service Company became the first
provider in the northern Shenandoah Valley area to offer local
access to the Internet.  The Company's offering was the result
of our desire to make the world-wide information community
locally accessible even though national on-line service
providers would not establish local service in our area.

ShenTel teamed with GlobalCom, an Internet service provider in
Falls Church, Virginia to offer dial-up and dedicated access in
Rockingham, Shenandoah, and Frederick counties.  The service
has since been expanded to cover the areas of Page and Warren
counties, and the cities of Martinsburg, West Virginia and
Hagerstown, Maryland.

The Internet has its origins in the Department of Defense's
ARPAnet over 20 years ago and the National Science Foundation's
NFSNET of the 1980's.  Today's Internet is a network of
networks which is comprised of the educational and research
computing centers of its past.  It has expanded to include on-
line services, such as America Online, major corporate
networks, community bulletin boards, library card catalogs,
governmental services, and many, many others.

Using ShenTel's service, customers now have local access to the
broad range of services and applications which can use the
Internet.  Those now available include electronic mail;
database access via Gopher; news or discussion groups; file
transfers via File Transfer Protocol (FTP); and World Wide Web
browsers, such as Mosaic, which combines text, sound, and
graphics.  These capabilities put the world's information
resources in easy reach of our customers.

<PAGE>
                      INTERACTIVE VIDEO


The Shenandoah County School's Classroom Communication System
carried its first interactive classes at the start of the
school year on September 6, 1994.  On the first day of classes
the Interactive Video System was used for a calculus class
taught by one teacher to students at the three different high
schools.  A second class on economics was taught in the
afternoon by one teacher to students in two different
locations; and, a third class of 20th century history was
taught by one teacher to students at three different locations. 

The Interactive Video System was provided by Shenandoah
Telephone Company and its affiliate, ShenTel Service Company. 
The fiber optic based system simultaneously provides two-way,
interactive, full motion, color video between all three sites,
along with high-quality audio to and from each location.  

The Shenandoah County School Board, with assistance from
Shenandoah Telephone Company, applied for and received a grant
from the Rural Electrification Administration for partial
funding for the classroom equipment needed for the Interactive
Video System.  Shenandoah County received one of 28 grants
awarded nationwide out of over 200 applicants.  In addition to
the grant, the ShenTel Foundation has made a commitment of
contributions to the Shenandoah County School System to assist
with the funding for the operating expenses during the first
three years.
<PAGE>
                     COUNTY TRANSLATORS

The Shenandoah County Board of Supervisors voted on July 12,
1994, to accept ShenTel Service Company's proposal to provide
new TV translators at two sites within Shenandoah County.  The
existing translators had been in service since the early 1960's
and were no longer performing at a technically acceptable
level.  Three translators were replaced at Fetzer's Gap on
Little North Mountain and another three were replaced on the
Big Mountain site at New Market Gap.  The installation of the
new translators provided county residents with dependable
performance for a sharp, clear signal of Washington Channels 4,
5, and 9.  

Our leasing company provided financing over a ten-year period
for $137,200 of the $145,600 replacement cost of the translator
equipment.


<PAGE>
        

            MANAGEMENT'S DISCUSSION AND ANALYSIS
      OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Shenandoah Telecommunications Company is a diversified
telecommunications holding company providing both regulated and
unregulated telecommunications services through its seven
wholly-owned subsidiaries.  

The regulated local exchange telephone company is the largest
subsidiary, accounting for over 60.0% of revenue and 82.0% of
net income.  This industry is in a period of transition from a
regulated monopoly to a competitive environment with changing
technology.  As a result, Shenandoah Telecommunications has
made and plans to continue to make significant investments in
new and emerging technologies.  

Other significant services provided are cellular, cable
television, long distance, and facilities leased to
interexchange carriers on a Company owned fiber optic cable
network.  The Company also sells and leases equipment, mainly
related to services provided.  

The Company also participates in emerging technologies by
direct investment in non-affiliated companies.

RESULTS OF OPERATIONS

The Company's largest source of revenue continues to be for
access to the Company's local exchange network by interexchange
carriers.  The volume for these access revenues is measured in
minutes of use.  The minutes of use during 1994 increased 6.8%
compared to an increase of 7.1% in 1993.  Changes in NECA
settlement procedures, effective July 1, 1994, partially offset
the increases in minutes of use.    

The increase in the ShenTel Service revenues category for 1994,
compared to 1993, is due to an increase in retail equipment
sales.  The increase equaled $405,311 for 1994 and $258,514 for
1993.  

The increase in Mobile Company revenues was due to growth in
our cellular operation.  Cellular service revenues increased
$495,088 or 33.7% in 1994, compared to $477,421 or 48.2% in
1993.  Airtime minutes of use increased 37.0% in 1994, compared
to an increase of 44.9% in 1993.  In 1994, customers were added
at a rate below that of last year.  During 1994, net additions
of customers were 43.6% less than the additions for 1993.  Net
additions for 1993 were .3% below those in 1992.

Financing lease revenues are chiefly for leases and rentals of
a few large telecommunications systems, small systems sold by
Company subsidiaries, and customer premise equipment.  One
lease for fiber optic facilities between Charlottesville and
Richmond, which accounted for $143,683 of 1993 revenue, expired
at the end of 1993.  The lessee exercised the fair market buy-
out provision, resulting in a one-time after tax gain of
$611,734 in 1993.  The remaining lease revenues are derived
from smaller leases for equipment such as PBXs and home
satellite dishes sold through Company subsidiaries.

On September 1 the cable television company restructured its
rates by increasing its rates for basic and premium service and
decreasing or eliminating its charges for other services such
as rental of converters.  As a result, total revenue for cable
television services for the final four months of 1994 increased
17.3% over the previous four months' total, and 26.0% over the
final four months of 1993.  The Company estimates that our
cable rates are within the limits prescribed by the FCC for
cable systems of our size.  None of the local governments
within the Company's cable television serving area have
indicated that they will exercise any authority they may have
to regulate rates.

The Company also leases capacity on fiber optic facilities in
West Virginia and Maryland to interexchange carriers.  The
revenue for this activity appears as Network revenues on the
income statement.  This service experienced a revenue decrease
of 9.5% in 1994.  The decrease is due to contracts expiring and
being renewed at lower rates.  

During 1994, revenues increased 10.4% and operating expenses
increased 5.2%.  For the calendar year 1993, the Company's
expenses increased at a greater percentage than its revenues. 
For 1993, operating expenses increased 9.6% and revenues
increased 5.6%.  

One of the factors in this reversal is payroll costs.  The
total payroll costs decreased 2.5% in 1994 compared to 1993. 
Total payroll costs in 1993 increased 7.1% from the previous
year.  The decreases are due to a decrease in full-time
equivalent employees for the past two years, which offset wage
and salary increases.

Another factor was that depreciation, still our largest expense
category, increased at a slower rate than the previous year. 
Our additions to Property, Plant, and Equipment during 1994
were lower than in 1993, when a new computer system was
installed.  In 1992 a major building renovation and
construction of a new building were completed.  

The increase in Cellular revenues discussed above, compared
with the increase in the Cellular network costs is another
factor in the lower increase in expenses.  Network costs, is
33.1% of service revenues during 1994 compared with 39.8% of
revenues during 1993.  These expenses account for the increases
in the category Network and Other.

The increase in Taxes Other Than Income is primarily due to a
rate increase in the real estate tax for the local jurisdiction
in which a majority of our regulated Telephone plant is
located.  

The Non-operating Income Less Expenses category consists mainly
of the income or loss from investments made by the Company. 
The increase reflected on the income statement is $1,440,247 or
a 16.4% increase in the amount of temporary investments
compared to a year earlier and an increase in the rates of
returns from those investments.  The losses recorded on
investments accounted for by the equity method, that are also
included in this category, decreased $52,072 or 33.3% from
1993.

The Company, along with other telecommunications providers,
founded an organization that built a fiber optic network in the
Richmond, Virginia metropolitan area.  The fiber network
provided competitive access to businesses in the area.  As a
result of a strategic change, it was agreed to sell this
business to Metropolitan Fiber Systems.  The Company will
recognize a gain on the sale in January of 1995.  The amount of
the gain was approximately $875,000.  The Company recognized
losses of $221,477 in 1994 as our portion of the operations of
this organization.

LIQUIDITY AND CAPITAL RESOURCES

The Company continues to generate a strong cash flow from
operations that adequately meets the Company's need for cash.

Other available sources of liquidity are two $2,000,000
unsecured lines of credit with local banks.  No advances were
made from these lines of credit in 1994.  The Company has a
loan agreement with the Rural Telephone Bank (RTB) in the
amount of $9,240,000.  Advances on this note may be taken until
February 1996.  The Company received an advance of $937,650 in
December of this year.  As of December 31, 1994, the Company
has received advances in the amount of $3,386,000.  Expenditure
of these loan funds is limited to approved capital projects for
the regulated local exchange carrier.

The FCC is currently licensing new Personal Communication
Services (PCS).  Management expects this to impact the
Company's cash flow as the Company will be participating in
this new business.  This will require significant investment in
new plant and equipment.  The Company has budgeted
approximately $6,000,000 for new plant in 1995.  It is
estimated that up to 50.0% of this amount may be financed with
loans from external services.

Due to the competition coming from new sources, management is
unable to predict the potential impact on the Company's cash
flow.

The Company has no material contractual commitments for capital
expenditures, however, the Company's Board of Directors has
approved a construction budget of approximately $14,000,000. 
This budget includes the expenditures for PCS discussed above. 
The remaining amounts are primarily for telephone central
office equipment and fiber optic cable facilities.  The Company
expects to finance these expenditures through internally
generated cash flows as well as additional advances from the
RTB note.


<PAGE>
        











               SHENANDOAH TELECOMMUNICATIONS COMPANY
                         AND SUBSIDIARIES


                 CONSOLIDATED FINANCIAL STATEMENTS

                         DECEMBER 31, 1994
<PAGE>

                             CONTENTS

      

INDEPENDENT AUDITOR'S REPORT   
  ON THE CONSOLIDATED FINANCIAL STATEMENTS                  1 


FINANCIAL STATEMENTS      

  Consolidated balance sheets                            2 - 3 

  Consolidated statements of income                      4 - 5 

  Consolidated statements of retained earnings               6 

  Consolidated statements of cash flows                  7 - 8 

  Notes to consolidated financial statements            9 - 17 


SUPPLEMENTARY INFORMATION      

      
  Consolidating balance sheets                         18 - 19 

  Consolidating statements of income                   20 - 21 

      

<PAGE>

                   INDEPENDENT AUDITOR'S REPORT



The Board of Directors
Shenandoah Telecommunications Company and Subsidiaries
Edinburg, Virginia


We have audited the accompanying consolidated balance sheet of
Shenandoah Telecommunications Company and subsidiaries as of
December 31, 1994, and the related consolidated statements of
income, retained earnings, and cash flows for the year then
ended.  These financial statements are the responsibility of the
Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audit.  The
consolidated financial statements of Shenandoah 
Telecommunications Company and subsidiaries for the years ended
December 31, 1993 and December 31, 1992 were audited by other
auditors whose report, dated January 21, 1994, expressed an
unqualified opinion on those statements.

We conducted our audit in accordance with generally accepted
auditing standards.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation.  We believe that
our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred
to above present fairly, in all material respects, the financial
position of Shenandoah Telecommunications Company and
subsidiaries as of December 31, 1994, and the results of its
operations and its cash flows for the year then ended in
conformity with generally accepted accounting principles.

As disclosed in Note 1 to the consolidated financial statements,
in 1994 the Company changed its method of accounting for certain
investments in debt and equity securities to conform with
Statement of Financial Accounting Standards No. 115.

                               MCGLADREY & PULLEN, LLP

Richmond, Virginia
January 24, 1995

<PAGE>

                  REPORT OF INDEPENDENT AUDITORS


To the Board of Directors and the Stockholders of Shenandoah
Telecommunications Company

We have audited the accompanying consolidated balance sheets of
Shenandoah Telecommunications Company and subsidiaries, as of
December 31, 1993 and 1992, and the related consolidated statements
of income, retained earnings, and cash flows for the years then
ended.  These financial statements are the responsibility of the
Company's management.  Our responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with generally accepted
auditing standards.  Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation.  We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the consolidated financial position
of Shenandoah Telecommunications Company and subsidiaries as of
December 31, 1993 and 1992, and the results of their operations and
their cash flows for the years then ended in conformity with
generally accepted accounting principles.

Our audits also included the related financial statement schedules of
Shenandoah Telecommunications Company listed in Item 14.  These
financial statement schedules are the responsibility of the Company's
management.  Our responsibility is to express an opinion based on our
audits.  In our opinion, such financial statement schedules, when
considered in relation to the basic financial statements taken as a
whole, present fairly in all material respects the information set
forth therein.

                                      S.B. HOOVER & COMPANY, LLP

Harrisonburg, VA  22801
January 21, 1994



<PAGE>
SHENANDOAH TELECOMMUNICATIONS COMPANY
AND SUBSIDIARIES 

CONSOLIDATED BALANCE SHEETS
December 31, 1994, 1993 and 1992 


ASSETS                           1994         1993       1992 

Current Assets                               

Cash and cash equivalents    $ 6,270,849  $ 5,695,891  $ 2,528,610 
Certificates of deposit          930,911      106,375      106,375 
Short-term investments  
 (Note 2)                             -     3,577,906    2,819,231 
Investments held to maturity 
 (Note 2)                      3,254,460            -            -  
Accounts receivable            2,880,428    2,284,197    2,232,964 
Direct financing leases 
 (Note 5)                         81,140       63,243      284,664 
Materials and supplies         1,511,006    1,545,082    1,582,351 
Prepaid and other current 
 assets                          236,191      356,678      457,154 
   Total current assets       15,164,985   13,629,372   10,011,349 

                              
Investments and  Other Assets                               
  Other securities and 
   investments (Note 2)        4,615,689    4,463,221    3,193,905 
Investments held to maturity 
  (Note 2)                       499,687            -            -
Direct financing leases 
  (Note 5)                       287,584       55,620      981,689
                               5,402,960    4,518,841    4,175,594

                              
Property, Plant and Equipment (Note 4)                           
  Plant in service            49,102,832   47,290,763   44,439,943 
Plant under construction         248,717      476,378    1,634,016
                              49,351,549   47,767,141   46,073,959

Less accumulated 
 depreciation                 17,455,344   16,263,290   15,421,401
                              31,896,205   31,503,851   30,652,558

                              

                             $52,464,150  $49,652,064  $44,839,501




See Notes to Consolidated Financial Statements.

<PAGE>
SHENANDOAH TELECOMMUNICATIONS COMPANY
AND SUBSIDIARIES 

CONSOLIDATED BALANCE SHEETS
December 31, 1994, 1993 and 1992 


LIABILITIES AND STOCKHOLDERS'
EQUITY                           1994         1993        1992 

Current Liabilities                               
 Notes payable, bank  
  (Note 4 )                  $         -  $   875,000  $        -
Current maturities of 
 long-term debt (Note 4)         423,329      329,891      254,302 
Accounts payable                 307,691      537,884      508,511 
Advance billings and payments    526,105      550,413      522,076 
Customers' deposits              137,793      147,952      136,412 
Other current liabilities        910,968      907,867      944,205 
Income taxes payable              26,618      462,325      285,336 
Other taxes payable               53,739       43,294       58,731
  Total current liabilities  $ 2,386,243  $ 3,854.626  $ 2,709,573 

                              
Long-Term Debt, less current 
 maturities (Note 4)           9,517,880    9,051,922    8,500,222 

                              

Other Liabilities and 
 Deferred Credits                            
Deferred investment tax 
 credit                          442,844      518,545      594,246 
Deferred income taxes 
 (Note 6)                      3,535,014    3,512,637    3,955,296 
Pension and other  
 (Note 3)                        745,935      542,151      451,909
                               4,723,793    4,573,333    5,001,451

               
                         
Minority Interests             1,219,493      996,176       26,639 

                         
Stockholders' Equity  
  (Notes 4 and 7)                            
Common stock, no par value, 
authorized 8,000,000 shares; 
issued 3,760,760 shares       4,740,677     4,740,677    4,740,677 
Retained earnings            29,876,064    26,435,330   22,960,939 
                             34,616,741    31,176,007   27,701,616 
                           $ 52,464,150   $49,652,064  $44,839,501 

                              
<PAGE>
SHENANDOAH TELECOMMUNICATIONS COMPANY
AND SUBSIDIARIES 
 
CONSOLIDATED STATEMENTS OF INCOME
Years Ended December 31, 1994, 1993 and 1992                     

                              

                                1994         1993        1992 

Operating Revenues                           

Telephone revenues:                               
 Local service              $ 2,868,656  $ 2,665,975  $ 2,513,412 
 Access service               6,447,067    6,396,425    6,115,025 
 Toll service                     8,886       11,154       29,730 

Miscellaneous:                               
 Directory                    1,024,740      993,053      905,078 
 Facility leases              1,291,390      994,344    1,299,192 
 Billing and collection         447,008      440,836      595,362 
 Other miscellaneous            121,538      101,590      121,709 

  Total telephone revenues   12,209,285   11,603,377   11,579,508 

                         

Cable Television revenues       741,491      686,951      663,521 
ShenTel Service revenues      1,555,848    1,150,537      892,023 
Leasing revenues                 19,796      162,577      217,109 
Shenandoah Long Distance 
  revenues                    1,148,705    1,170,713    1,169,863 
Mobile revenues               4,206,736    3,172,041    2,506,673 
Network revenues                347,317      383,690      330,417 

 Total operating revenues    20,229,178   18,329,886   17,359,114

                              
Operating Expenses:                               
Cost of products sold           802,904      579,015      601,432 
Line costs                      543,887      523,212      569,074 
Plant specific                1,742,824    1,726,444    1,630,722 
Plant nonspecific:                           
  Network and other           1,649,329    1,571,935    1,204,492 
  Depreciation                2,730,938    2,536,920    2,264,141 
Customer operations           2,206,931    2,264,622    2,155,238 
Corporate operations          1,903,653    1,847,065    1,662,206 
Other operating expense         154,241      135,955      123,491 
Taxes other than income         316.306      269,968      243,652 
                             12,050,713   11,455,136   10,454,448

                                                       

                              

SHENANDOAH TELECOMMUNICATIONS COMPANY
AND SUBSIDIARIES 
 
CONSOLIDATED STATEMENTS OF INCOME
Years Ended December 31, 1994, 1993 and 1992                     

                              


     

Operating income            $ 8,178,465  $ 6,874,750  $ 6,904,666 

Other income (expenses):                                
 Nonoperating income 
  less expenses                 302,420      (84,918)     161,962 
Interest expense               (658,908)    (621,944)    (667,900) 
Gain on sale of equipment             -      986,031            -
Provision for writedown 
 of investment                        -     (220,000)           -
                              7,821,977    7,153,919    6,178,728 
Income taxes (Note 6)         2,577,641    2,481,764    2,189,663 
                              5,244,336    4,672,155    3,989,065 
Minority interests             (393,317)     (69,536)      26,248
   Net income               $ 4,851,019  $ 4,602,619  $ 4,015,313 

Net income per share        $      1.29  $      1.22  $      1.07 

Cash dividends per 
 share (Note 4)             $     0.375  $     0.300  $     0.275

Weighted average shares 
 outstanding                  3,760,760    3,760,760    3,760,760




See Notes to Consolidated Financial Statements.


<PAGE>
SHENANDOAH TELECOMMUNICATIONS COMPANY
AND SUBSIDIARIES 
 
CONSOLIDATED STATEMENTS OF RETAINED EARNINGS
Years Ended December 31, 1994, 1993 and 1992                     



                                1994         1993        1992 

Retained Earnings                            
 Balance, January 1         $26,435,330  $22,960,939  $19,979,835 

Net income                    4,851,019    4,602,619    4,015,313
                             31,286,349   27,563,558   23,995,148 
Cash dividends                1,410,285    1,128,228    1,034,209


Balance, December 31        $29,876,064  $26,435,330  $22,960,939 

                              




See Notes to Consolidated Financial Statements.

<PAGE>
SHENANDOAH TELECOMMUNICATIONS COMPANY
AND SUBSIDIARIES  

CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended December 31, 1994, 1993 and 1992                     

                                1994         1993        1992 
Cash Flows from Operating 
 Activities                             
Net income                  $ 4,851,019  $ 4,602,619  $ 4,015,313 
Adjustments to reconcile 
 net income to net cash 
 provided by operating 
 activities:                            
  Depreciation and 
   amortization               2,730,938    2,536,920    2,264,141 
  Deferred taxes                (53,324)    (518,360)     (30,319) 
  Gain on sale of equipment           -     (986,031)           -
  Investment losses             104,170      276,205      277,413 
  Minority share of 
   income (loss)                223,317       69,537      (26,248) 
  Other                         224,378      253,857       50,205 
  Changes in assets and 
   liabilities:                              
    (Increase) decrease in:                            
     Accounts receivable       (221,231)    (154,233)     (99,247) 
     Material and supplies       34,076       37,269      307,937 
    (Decrease) increase in:                            
     Accounts payable          (209,571)     172,802       65,216 
     Income taxes payable      (435,707)     176,989       52,022 
     Other prepaid deferrals 
      and accruals              305,220      166,554      377,468 
    Net cash provided by
    operating activities      7,553,285    6,634,128    7,253,901 
                              
Cash Flows From Investing 
 Activities                             
 Purchases of property 
  and equipment              (3,356,079)  (3,762,267)  (7,186,654) 
 Investment in direct 
  financing leases             (332,213)     (74,733)     (25,534) 
 Payments received on direct 
 financing leases                82,352      315,323    1,345,254 
 Sale of lease residual               -    1,892,931            -
 Sale of investment 
  securities                  1,482,165      782,897      902,507 
 Purchase ofinvestment 
  securities                 (2,812,348)  (2,948,610)  (1,864,051) 
 Payments received on loans           -            -      492,777 
 Cash distributions received 
  from partnership              103,340            -            -
 Issue note receivable         (375,000)           -            -
   Net cash (used in) 
   investing activities      (5,207,783)  (3,794,459)  (6,335,701)
<PAGE>
SHENANDOAH TELECOMMUNICATIONS COMPANY
AND SUBSIDIARIES  

CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended December 31, 1994, 1993 and 1992                     

                                1994         1993        1992 


Cash Flows from Financing 
 Activities                             
Dividends paid              $(1,410,285) $(1,128,228) $(1,034,209) 
Proceeds from notes payable                  875,000            -
Payment on notes payable       (875,000)           -            -
Proceeds from long-term debt    893,000      929,000    1,519,350 
Principal payments on 
 long-term debt                (378,259)    (348,160)  (1,798,387) 
Investment by minority 
 interest                             -            -      190,399

  Net cash provided by 
  (used in)                             
  financing activities       (1,770,544)     327,612   (1,122,847) 
  Net increase (decrease) 
  in cash                       574,958    3,167,281     (204,647) 

Cash and cash equivalents:                             
Beginning                     5,695,891    2,528,610    2,733,257 
Ending                      $ 6,270,849  $ 5,695,891  $ 2,528,610 

                              
Supplemental Disclosures of 
Cash Flow Information                             

Cash payments for:                           

Interest                    $   661,029  $   623,715  $   670,933 
Income taxes                  3,013,201    2,820,772    2,166,791 

                              
Supplemental Schedule of 
Noncash Investing and 
Financing Activities                              

Notes receivable exchanged 

for investment in stock               -      103,000      102,589 

Proceeds of long-term  
debt for stock in                            
Rural Telephone Bank             44,655       46,450            - 

                              
See Notes to Consolidated  Financial Statements.
<PAGE>
SHENANDOAH TELECOMMUNICATIONS COMPANY 
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 1.   Summary of Accounting Policies

The Company operates entirely in the telecommunications
industry.   Significant accounting policies follow:

Principles of consolidation:  The consolidated financial
statements include the accounts of the Company, its wholly owned
subsidiaries and those partnerships where the Company, as
managing partner, exercises control.  All significant
intercompany accounts and transactions have been eliminated.

Cash and cash equivalents:  The Company considers all temporary
cash investments with a purchased maturity of three months or
less to be cash equivalents.  The Company places its temporary
cash investments with high credit quality financial
institutions.  At times such investments may be in excess of the
FDIC insurance limit.

Materials and supplies:  New and reusable materials are carried
in inventory principally at average original cost.  Specific
costs are used in the case of large individual items. 
Nonreusable material is carried at estimated salvage value.

Securities and investments and accounting change:  The Company
has investments in debt and equity securities and partnerships. 
Debt securities consist primarily of obligations of the U.S.
government.  Equity securities consist primarily of common and
preferred stock of companies which are not publicly traded and
have no ready market.

The Company adopted the provisions of FASB Statement No. 115,
Accounting for Certain Investments in Debt and Equity
Securities, as of January 1, 1994.  Statement 115 requires that
management determine the appropriate classification of debt and
equity securities that have readily determinable fair values. 
Classification is determined at the date of adoption, and
thereafter at the date individual investment securities are
acquired.  The appropriateness of such classification is
reassessed at each balance sheet date.  For the Company,
Statement 115 is applicable to its debt securities which are
classified as Held to Maturity.  Since the Company neither buys
investment securities in anticipation of short-term fluctuations
in market prices nor has investments for which there is a ready
market, no investments are classified as trading or
available-for-sale.

<PAGE>
SHENANDOAH TELECOMMUNICATIONS COMPANY 
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 1.   Summary of Accounting Policies (Continued)

Prior to the adoption of Statement 115, the Company stated its
debt securities at the lower of amortized cost or fair value. 
Under both the newly adopted accounting standard and the
Company's former accounting practices, premiums and discounts on
investments in debt securities are amortized over their
contractual lives.  The method of amortization results in a
constant yield on those securities (the interest method). 
Interest on debt securities is recognized in income as accrued. 
Realized gains and losses, including losses from declines in
value of specific securities determined by management to be
other-than-temporary, are included in income.  Realized gains
and losses are determined on the basis of specific securities
sold.

Held to maturity securities:  These consist entirely of debt
securities which are obligations of the U.S. government.  The
Company has both the intent and ability to hold to maturity
regardless of changes in market conditions, liquidity needs or
changes in general economic conditions.  

Investments carried at cost:  These investments are those where
the Company does not have significant ownership and for which
there is no ready market.  Information regarding these and all
other investments is reviewed continuously for evidence for
impairment in value.  No impairment was deemed to have occurred
at December 31, 1994.

Equity method investments:  These investments consist of
partnership and corporate investments where the Company's
ownership is 20% or more, except where such investments meet the
requirements for consolidation.  Under the equity method, the
Company's equity in earnings or losses of these companies is
reflected in the earnings.

Property and equipment:   Property and equipment is stated at
cost.  Accumulated depreciation is charged with the cost of
property retired, plus removal cost, less salvage.  Depreciation
is determined under the remaining life method and straight-line
composite rates.  Depreciation provisions were approximately
5.7%, 5.6%, and 5.3% of average depreciable assets for the years
1994, 1993 and 1992, respectively.



<PAGE>
SHENANDOAH TELECOMMUNICATIONS COMPANY 
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 1.   Summary of Accounting Policies (Continued)

Pension plan:  The Company maintains a non-contributory defined
benefit retirement plan covering substantially all employees. 
Pension benefits are based primarily on the employee's
compensation and years of service.  The Company's policy is to
fund the maximum allowable contribution calculated under federal
income tax regulations.

Income taxes:  Deferred taxes are provided on a liability method
whereby deferred tax assets are recognized for deductible
temporary differences and deferred tax liabilities are
recognized for taxable temporary differences.  Temporary
differences are the differences between the reported amounts of
assets and liabilities and their tax bases.  Deferred tax assets
and liabilities are adjusted for the effect of changes in tax
laws and rates on the date of enactment.  Investment tax credits
have been deferred and are amortized over the estimated life of
the related assets.

Revenue recognition:  Local, access, toll and cellular revenues
are recognized when earned regardless of the period in which
they are billed.  The Telephone Subsidiary participates in the
telephone revenue pooling and settlements process of the
National Exchange Carriers Association.   The Company has
settled all toll and access charge revenue agreements through
December 31, 1992.

Earnings per common share:  Earnings per common share is
computed by dividing net income by the weighted average  number
of common shares outstanding.  All per share amounts have been
restated to give effect to stock splits (see Note 7).
<PAGE>
SHENANDOAH TELECOMMUNICATIONS COMPANY 
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 2.   Securities and Investments and Accounting Change

As of January 1, 1994, the Company changed its method of
accounting for debt and equity securities in accordance with
FASB Statement No. 115.  As provided by this statement, the 1993
and 1992 comparative financial statements have not been restated
for the change in accounting principle.


HELD TO MATURITY          1994           1993           1992 

U. S. Treasuries, 
  current              $3,254,460     $       -       $       -
U. S. Treasuries, 
  non-current             499,687                              
                       $3,754,147     $       -       $       -

The fair market value approximates the carrying value for all
held to maturity investments at December 31,  1994.  At December
31, 1993 and 1992, investments in debt securities were
classified on the accompanying balance sheets as short-term
investments and were recorded at amortized cost, which
approximated market value.  

Other securities and investments consist of the following:       

COST METHOD                      1994         1993        1992 

Orion Network Systems, Inc.   $1,552,592  $1,352,592   $1,302,589
Independent Telecommunications 
  Network, Inc.                  773,600     773,600      427,925 
AvData Systems, Inc.             149,860     149,860      149,860 
Rural Telephone Bank             519,097     474,442      427,992 
Other                            368,081     252,550      345,774 
                              $3,363,230  $3,003,044   $2,654,140 

EQUITY METHOD                           
Virginia MetroTel                633,627     855,104      251,072 
Virginia Independent 
 Telephone Alliance              234,888     269,266            -
Rural Service Area - 6           368,554     329,207      196,385 
Other                             15,390       6,600       92,308
                               1,252,459   1,460,177      539,765

TOTAL OTHER SECURITIES AND                             
  INVESTMENTS                 $4,615,689  $4,463,221   $3,193,905



SHENANDOAH TELECOMMUNICATIONS COMPANY 
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 2.   Securities and Investments and Accounting Change
          (Continued)

Orion Network Systems, Inc. and Independent Telecommunications
Network, Inc. are development stage companies and the
profitability of the companies is yet to be proven.  Management
believes that each company will be successful in its respective
future operations and, accordingly, in spite of significant
development stage losses, management does not believe the losses
represent a permanent impairment of the investment.   Subsequent
to December 31, 1994, Virginia MetroTel was sold in exchange for
stock of the acquiring company, which is publicly traded on a
national exchange, and approximately $62,000.  A gain of
approximately $875,000 resulted from the sale.

<PAGE>
SHENANDOAH TELECOMMUNICATIONS COMPANY 
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 3.   Pension Plan

The Company maintains a non-contributory defined benefit pension
plan.  The following table presents the plan's funded status and
amounts recognized in the Company's consolidated balance sheets. 

                               1994         1993        1992 

Actuarial present value of 
benefit obligations:                              
  Vested                    $2,263,951   $2,091,910   $1,995,561 
  Nonvested                     62,286       63,968       23,295
Accumulated benefit 
 obligations                $2,326,237   $2,155,878   $2,018,856

Projected benefit obligation 
 for service rendered 
 to date                    $3,800,239   $3,573,241   $3,370,344 

Plan assets at fair value, 
 ommon stocks and bonds      3,676,436    3,839,827    3,492,711

Plan assets in excess 
 (deficient) of projected                              
 benefit obligation           (123,803)     266,586      122,367 
Unrecognized prior 
 service cost                  299,218      319,923      255,883 
Unrecognized transition asset 
 at January 1, 1987, being 
 recognized over 17 years     (267,978)    (296,722)    (325,466) 

Unrecognized net gain         (276,453)    (553,163     (217,668) 
  Net pension liability     $ (369,016)  $ (263,376)  $ (164,884)
                              
Net pension cost included 
the following  components:                             

 Service costs 
  (benefits earned)         $  143,072   $  123,592   $  133,650
 Interest cost on projected 
  benefit obligation           263,693      246,235      226,792 
 Actual return (loss) on 
  plan assets                   46,130     (455,124)    (156,948) 
Net amortization and 
 deferral                     (347,255)     183,789     (117,384)
Net periodic pension cost   $  105,640   $   98,492   $   86,110 

<PAGE>
SHENANDOAH TELECOMMUNICATIONS COMPANY 
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 3.   Pension Plan (Continued)



Assumptions used by the Company in the determination of pension
plan information consisted of the following at December 31,
1994, 1993 and 1992:

                                    1994      1993      1992 

Discount rate                       7.50%     7.50%     7.50% 
Rate of increase in 
 compensation levels                5.50%     5.50%     7.50% 
Expected long-term rate 
 of return on plan assets           7.50%     7.50%     7.50% 



Note 4.   Long-Term Debt and Lines of Credit

Long-term debt is comprised of notes payable to the Rural
Electrification Administration (REA), and the Rural Telephone
Bank (RTB) which are secured by assets, with a book value of
approximately $33,863,000, of the telephone subsidiary, and
Industrial Development Bonds (IDB) which bear interest at a
floating rate based upon the bank's prime rate.  The IDB carries
the guarantee of the Company.

On February 1, 1991, the telephone subsidiary entered into a
loan agreement with the RTB to borrow up to $9,240,000.  Funds
are drawn as necessary to finance the telephone subsidiary's
qualified capital construction projects.

          Interest                                
           Rate      Due         1994         1993        1992 

REA      2% - 5%  1995-2003  $  819,945   $  924,289  $1,036,812 
RTB    6.04% - 8% 1995-2019   9,004,549    8,300,813   7,521,005 
IDB    77.7% of   1995-1997     116,715      156,711     196,707
         prime                                                  
                             $9,941,209   $9,381,813  $8,754,524 
Current maturities              423,329      329,891     254,302

 Total long-term debt        $9,517,880   $9,051,922  $8,500,222 

                                        


<PAGE>
SHENANDOAH TELECOMMUNICATIONS COMPANY 
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 4.    Long-Term Debt (Continued)

The approximate annual debt maturities for the five years
subsequent to December 31, 1994 are as follows:

 Year                                        Amount 

 1995                                   $    423,329 
 1996                                        437,313 
 1997                                        458,819 
 1998                                        447,184 
 1999                                        469,121 
 Thereafter                                7,795,443 
                                         $ 9,941,209 

The long-term debt agreements contain restrictions on the
payment of dividends or redemption of capital stock by the
Company's subsidiaries.  The terms of the mortgage agreement
require the maintenance of defined amounts of the subsidiary's
equity and working capital after payment of dividends. 
Accordingly, approximately $15,638,000 of retained earnings was
available for payment of dividends at December 31, 1994.

As of December 31, 1994, the Company had no borrowings
outstanding on other approved lines of credit for $4,000,000


Note 5.   Direct Financing Leases

The Company is the lessor of various telecommunication equipment
under direct financing leases.  The typical lease agreement is
for a period of 2 to 10 years.  The payments below are net of
unearned interest income as of December 31, 1994.

 Future Minimum Lease Payments               Amount 

 1995                                   $    81,140 
 1996                                        70,288 
 1997                                        66,701 
 1998                                        78,011 
 1999                                        18,970 
 Thereafter                                  53,614

Aggregate lease payments receivable     $   368,724 

          


<PAGE>
SHENANDOAH TELECOMMUNICATIONS COMPANY 
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 5.  Direct Financing Leases (Continued)


Investments in direct financing leases consist of the following:

                                   December 31,             
                             1994        1993         1992 

Leases receivable          $596,407     $137,440  $  529,302 
Estimated residual value          -            -     906,900
Unearned finance income    (227,683)     (18,577)   (169,849) 
                           $368,724     $118,863  $1,266,353


Note 6.   Income Taxes and Accounting Change

Effective January 1, 1993, the Company adopted Statement of
Financial Accounting Standards (SFAS) No. 109, Accounting for
Income Taxes, which requires the liability method of accounting
for deferred income taxes and the recognition of net deferred
tax assets subject to an ongoing assessment of realizability. 
The principal difference between the liability method and the
method previously used is that under the liability method
deferred tax assets and liabilities are adjusted to reflect
changes in statutory tax rates, as income adjustments, in the
period changes are enacted.  At January 1, 1993, the adjustment
of deferred tax assets and liabilities resulting from the
cumulative effect of the change in accounting principle was not
material to the results of operations.

The Company and its subsidiaries file consolidated tax returns. 
The provision for income taxes included in the consolidated
statements of income consists of the following components:

                                 Years Ended December 31,        
                               1994         1993        1992 
Current:                           
  Federal                   $2,402,840   $2,642,516   $1,994,258 
  State                        228,125      356,353      224,556
    Total                    2,630,965    2,998,869    2,218,814 

Deferred:                               
  Federal                      (72,622)    (452,481)     (31,276) 
  State                         19,298      (64,624)       2,125
    Total                      (53,324)    (517,105)     (29,151)

Provision for income taxes  $2,577,641   $2,481,764   $2,189,663 

<PAGE>
SHENANDOAH TELECOMMUNICATIONS COMPANY 
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 6.   Income Taxes  and Accounting Change (Continued)

A reconciliation of income taxes determined using the statutory
federal income tax rate of 34% to actual income taxes provided
is as follows:
                                   Years Ended December 31,      
                               1994         1993        1992 

Federal income tax expense
 at statutory rates         $2,525,744   $2,408,690   $2,109,692 
State income taxes net of 
 federal tax benefit           163,299      190,515      148,953 
Amortization of investment 
 tax credit                    (75,701)     (75,701)     (75,701) 
Other                          (35,701)     (41,740)       6,719
Provision for income taxes  $2,577,641   $2,481,764   $2,189,663


Net deferred tax liabilities consist of the following at
December 31, 1994 and 1993:

                                            1994        1993 
Deferred tax liabilities:                    
 Accelerated depreciation                $4,019,391   $3,877,476

Deferred tax assets:                    
 Accrued compensation costs                  76,413       86,815 
 Accrued pension costs                      139,432       92,396 
 Equity investments                         268,532      184,460 
 Other                                            -        1,168
                                            484,377      364.839
   Net deferred tax liabilities          $3,535,014   $3,512,637




Note 7.   Stock Split

On January 9, 1995, the Company's Board of Directors authorized
an increase in the number of authorized shares from 4,000,000 to
8,000,000 at no par value and declared a two-for-one stock split
to stockholders of record as of January 23, 1995.  All share
data has been adjusted to reflect the stock split.




<PAGE>
SHENANDOAH TELECOMMUNICATIONS COMPANY 
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 8.   Reclassification

During the year ended December 31, 1994, the Company changed its
method of presenting the statement of cash flows for operating
activities from the direct method (which showed principal
components of operating cash receipts and payments) to the
indirect method (which adjusts net income to remove the effects
of noncash operating transactions).  This change has been
applied retroactively to the 1993 and 1992 statements.  Certain
other amounts on the 1993 and 1992 financial statements have
been reclassified, with no effect on net income, to conform with
the classifications adopted in 1994.
<PAGE>

CONSENT OF INDEPENDENT ACCOUNTANTS


     We hereby consent to the use of our report, dated January 21,
1994, relating to the Consolidated Financial Statements and Schedules
of Shenandoah Telecommunications Company for 1993 and 1992, which is
included in the Company's 1994 Form 10-K.

S. B. HOOVER & COMPANY, LLP

Harrisonburg, VA  22801
March 29, 1995




</TABLE>






<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1
       
<S>                             <C>                     <C>                     <C>
<PERIOD-TYPE>                   YEAR                   YEAR                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1994             DEC-31-1993             DEC-31-1992
<PERIOD-END>                               DEC-31-1994             DEC-31-1993             DEC-31-1992
<CASH>                                         6270849                 5695891                 2528610
<SECURITIES>                                      6600                    6600                    6600
<RECEIVABLES>                                  2880428                 2284197                 2232964
<ALLOWANCES>                                         0                       0                       0
<INVENTORY>                                    1511006                 1545082                 1852351
<CURRENT-ASSETS>                              15164985                13629372                10011349
<PP&E>                                        49102832                47290763                44439943
<DEPRECIATION>                                17455344                16263290                15421401
<TOTAL-ASSETS>                                52464150                49652064                44839501
<CURRENT-LIABILITIES>                          2386243                 3854626                 2709573
<BONDS>                                        9517880                 9051922                 8500222
<COMMON>                                       4740677                 4740677                 4740677
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<PREFERRED>                                          0                       0                       0
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</TABLE>