SECURITIES AND EXCHANGE COMMISSION
                   Washington, D. C. 20549


                          Form 10-Q


      QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934


For Quarter Ended June 30, 1995    Commission File Number 0-9881



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



       Virginia                                 54-1162807     
(State or other jurisdiction              (I.R.S. Employer
of incorporation or                      Identification
organization)                               Number)



           P. O. Box 459, Edinburg, Virginia 22824
    (Address of principal executive office and zip code)


Registrant's telephone number, 
including area code:                            (540) 984-4141  

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           


Indicate the number of shares outstanding of each of the issuer's
classes of common stock as of the close of the period covered by
this report.

         Class                      Outstanding at August 1, 1995
Common Stock, No Par Value                3,760,760 Shares 
              
                SHENANDOAH TELECOMMUNICATIONS COMPANY    
                     AND SUBSIDIARY COMPANIES      

                   PART I, FINANCIAL INFORMATION   
                   ITEM I, FINANCIAL STATEMENTS    
                    CONSOLIDATED BALANCE SHEETS    

                              ASSETS

                                June 30, 1995   December 31, 1994

CURRENT ASSETS                                    
  Cash & Cash Equivalents          $4,822,402        $6,270,849    
  Certificates of Deposit           1,761,317         930,911 
  Investments Held to Maturity      3,266,265       3,254,460 
  Accounts Receivable               2,391,088       2,880,428 
  Leases Receivable (Net)              81,140          81,140 
  Materials                         1,776,483         1,511,006 
  Prepaid and Other 
   Current Assets                     178,432           236,191

  Total Current Assets            $14,277,127       $15,164,985

NONCURRENT ASSETS                 
  Other Securities and 
   Investments                     $4,244,672          $4,615,689  
  Securities Available for Sale     1,456,226                   0  
  Investments Held to Maturity      2,598,656             499,687  
  Investment in Direct 
    Financing Leases                  278,712             287,584  
                                    ---------           --------- 
  Total Noncurrent Assets          $8,578,266          $5,402,960   
                                    ---------           --------- 
PLANT, PROPERTY AND EQUIPMENT      
  Plant in Service                $50,607,330         $49,102,832   
  Plant Under Construction            397,969             248,717  
  Less Accumulated Depreciation    17,887,210          17,455,344
                                   ----------           --------- 
  Net Plant, Property, 
   and Equipment                  $33,118,089         $31,896,205   
                                   ----------          ----------   

TOTAL ASSETS                      $55,973,482         $52,464,150   
                                   ==========          ========== 

    See accompanying notes to consolidated financial statements.  
           
                SHENANDOAH TELECOMMUNICATIONS COMPANY 
                      AND SUBSIDIARY COMPANIES        

                    PART I, FINANCIAL INFORMATION     
                    ITEM I, FINANCIAL STATEMENTS      
                     CONSOLIDATED BALANCE SHEETS      

                LIABILITIES AND STOCKHOLDERS' EQUITY  
               ------------------------------------   

                                June 30, 1995   December 31, 1994

CURRENT LIABILITIES             
  Current Maturities of 
   Long-Term Debt                   $423,329           $423,329  
  Accounts Payable                   465,946            307,691  
  Advance Billing                    350,752            526,105  
  Customer Deposits                  113,200            137,793  
  Other Current Liabilities          816,340            910,968  
  Income Taxes Payable               164,474             26,618  
  Other Accrued Taxes                176,509             53,739

  Total Current Liabilities       $2,510,550         $2,386,243

LONG TERM DEBT, LESS 
CURRENT MATURITIES                $9,306,505         $9,517,880  
                                   ----------        ---------- 
OTHER LIABILITIES AND 
DEFERRED CREDITS                
  Deferred Investment 
   Tax Credits                      $405,508           $442,844  
  Deferred Income Taxes            3,703,278          3,535,014  
  Pension and Other                  635,017            745,935  
                                   ---------          --------- 
  Total Other Liabilities 
   and Deferred Credits           $4,743,803         $4,723,793  
                                   ---------          --------- 
Minority interests                $1,474,473         $1,219,493  
                                   ---------          --------- 
STOCKHOLDERS' EQUITY            
  Common Stock, no par, 8,000,000 
   shares authorized (3,760,760 
   shares issued and            
    outstanding)                  $4,740,677         $4,740,677  
  Retained Earnings               33,194,790         29,876,064  
  Unrealized Gain on 
   Securities Held for Sale            2,684                  0  
                                  ----------         ---------- 
  Total Stockholders' Equity     $37,938,151        $34,616,741   
                                  ----------         ---------- 
TOTAL LIABILITIES AND 
STOCKHOLDERS' EQUITY             $55,973,482        $52,464,150   
                                  ==========         ========== 
    See accompanying notes to consolidated financial statements.  
           

                       SHENANDOAH TELECOMMUNICATIONS COMPANY
                                     AND SUBSIDIARY COMPANIES   
                                                                
                                   PART I, FINANCIAL INFORMATION      
                                   ITEM I, FINANCIAL STATEMENTS       
                                 CONSOLIDATED STATEMENTS OF INCOME
                                           (UNAUDITED)                

Three months ended Six months ended June 30 June 30 1995 1994 1995 1994 --------- --------- ---------- ---------- OPERATING REVENUES Telephone Revenues Local Service $764,253 $721,425 $1,516,093 $1,394,463 Access 1,607,465 1,552,464 3,223,450 3,275,549 Toll 3,314 (20,151) 6,788 (17,549) Miscellaneous: Directory 271,595 250,753 564,710 515,040 Facility Leases 425,262 377,461 843,765 603,293 Billing & Collection 73,275 108,787 179,344 222,159 Other Miscellaneous 31,280 51,551 58,791 107,306 --------- --------- --------- --------- Total Telephone Revenues 3,176,444 3,042,290 6,392,941 6,100,261 Cable Television Revenues 216,922 174,581 431,564 343,320 ShenTel Service Revenues 266,443 470,060 683,881 751,705 Leasing Revenues 6,438 5,456 12,531 9,511 Mobile Revenues 1,239,610 1,050,287 2,291,475 1,956,114 Long Distance Revenues 273,981 274,572 562,589 567,825 Network Revenues 123,842 80,197 247,685 160,395 --------- --------- --------- --------- Total Revenues and Sales 5,303,680 5,097,443 10,622,666 9,889,131 --------- --------- ---------- --------- See accompanying notes to consolidated financial statements .
SHENANDOAH TELECOMMUNICATIONS COMPANY AND SUBSIDIARY COMPANIES PART I, FINANCIAL INFORMATION ITEM I, FINANCIAL STATEMENTS CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
Three months ended Six months ended June 30 June 30 1995 1994 1995 1994 --------- --------- ---------- ---------- OPERATING EXPENSES Cost of Products and Services Sold $ 115,315 $ 242,496 $ 327,275 $ 334,141 Line Costs 115,745 125,872 247,009 257,455 Plant Specific 484,915 361,277 919,117 786,753 Plant Non-Specific: Network & Other 484,608 395,315 895,158 829,038 Depreciation and Amortization 707,211 672,069 1,390,681 1,326,771 Customer Operations 571,742 547,348 1,127,630 1,127,599 Corporate Operations 466,496 462,210 934,543 906,464 Other Operating Income & Expense 46,565 37,824 92,016 73,285 Taxes other than income 81,835 89,484 167,179 164,553 --------- --------- --------- --------- Total Operating Expenses 3,074,432 2,933,895 6,100,608 5,806,059 --------- --------- --------- --------- Operating income 2,229,248 2,163,548 4,522,058 4,083,072 See accompanying notes to consolidated financial statements .
SHENANDOAH TELECOMMUNICATIONS COMPANY AND SUBSIDIARY COMPANIES PART I, FINANCIAL INFORMATION ITEM I, FINANCIAL STATEMENTS CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
Three months ended Six months ended June 30 June 30 1995 1994 1995 1994 --------- --------- ---------- ---------- Gain on Sale of Investment $ 0 $ 0 $ 872,125 $ 0 Non-operating income less expenses 251,845 38,846 438,657 45,416 Interest expense 171,659 149,503 350,692 322,263 --------- -------- --------- --------- Income before taxes 2,309,434 2,052,891 5,482,148 3,806,225 Provision for income taxes 779,998 700,826 1,908,442 1,305,840 --------- --------- --------- --------- Net income before minority interest 1,529,436 1,352,065 3,573,706 2,500,385 Minority interest (145,144) (102,920) (254,980) (161,195) Net Income $1,384,292 $1,249,145 $3,318,726 $2,339,190 ========= ========= ========= ========= EARNINGS PER SHARE Weighted Average Common Shares Outstanding 3,760,760 3,760,760 3,760,760 3,760,760 ========= ========= ========= ========= Net Earnings per Share $0.37 $0.33 $0.88 $0.62 ==== ==== ==== ==== See accompanying notes to consolidated financial statements .
SHENANDOAH TELECOMMUNICATIONS COMPANY AND SUBSIDIARY COMPANIES PART I, FINANCIAL INFORMATION ITEM I, FINANCIAL STATEMENTS CONSOLIDATED STATEMENTS OF CASH FLOW (UNAUDITED)
SIX MONTHS ENDED JUNE 30 1995 1994 CASH FLOWS FROM OPERATING ACTIVITIES Net Income $3,318,726 $2,339,190 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and Amortization 1,390,681 1,326,771 Deferred taxes 185,020 52,074 Gain on Sale of Equity investment (872,125) 0 Investment (Gains)/Losses (119,532) 86,248 Minority Share of Income 254,980 161,195 Payment to Pension Fund (176,186) 0 Other 122,652 135,175 Decrease (increase) in Accounts receivable 100,047 (157,741) Materials and Supplies (265,477) 145,664 Increase (decrease) in Accounts Payable 123,812 (158,933) Income taxes payable 137,856 (409,383) Other current liabilities (171,804) (121,482) ----------- --------- Net cash provided by operating activities 4,028,650 3,398,778 ----------- --------- See accompanying notes to consolidated financial statements.
SHENANDOAH TELECOMMUNICATIONS COMPANY AND SUBSIDIARY COMPANIES PART I, FINANCIAL INFORMATION ITEM I, FINANCIAL STATEMENTS CONSOLIDATED STATEMENTS OF CASH FLOW (UNAUDITED) SIX MONTHS ENDED JUNE 30 1995 1994 CASH FLOWS FROM INVESTING ACTIVITIES Purchase of Property and Equipment (2,612,565) (1,684,287) Investment in Direct Financing Leases (36,184) (179,616) Payments Received on Direct Financing Leases 45,056 39,224 Purchase of Investments Securities (4,880,371) (2,023,463) Sale of Investments Securities 1,843,342 869,756 Proceeds from matured note receivable 375,000 0 ---------- ---------- Net cash provided by investing activities (5,265,722) (2,978,386) ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from Notes Payable 0 0 Payment of notes payable (211,375) (1,064,018) ---------- ---------- Net cash provided by financing activities (211,375) (1,064,018) ---------- ---------- NET INCREASE / (DECREASE) IN CASH (1,448,447) (643,626) ---------- ---------- CASH AND CASH EQUIVALENTS: Beginning 6,270,849 5,695,891 ---------- ---------- Ending $4,822,402 $5,052,265 ========== ========== See accompanying notes to consolidated financial statements. SHENANDOAH TELECOMMUNICATIONS COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. In the opinion of management, the accompanying consolidated financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly Shenandoah Telecommunications Company's financial position as of June 30, 1995 and the results of operations and cash flows for the six month periods ended June 30, 1994 and 1993. While the Company believes that the disclosures presented are adequate, to make the information not misleading, it is suggested that these condensed financial statements be read in conjunction with the financial statements and notes included in the Company's annual report in Form 10-K. 2. Earnings per share of common stock have been determined by using the weighted average number of shares outstanding during the period. 3. The results of operations for the three-month period ended June 30, 1995 are not necessarily indicative of the results to be expected for the full year. SHENANDOAH TELECOMMUNICATIONS COMPANY AND SUBSIDIARY COMPANIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Summary The following tables set forth, for the periods indicated, the percentages which certain items reflected in the financial data bear to total operating revenues and the percentage increase of such items as compared to the indicated prior period: RELATIONSHIP TO PERIOD TO PERIOD TOTAL OPERATING REVENUES INCREASE OR DECREASE Three months Six months Three months Six months ended June 30 ended June 30 ended June 30 ended June 30 1995 1994 1995 1994 1995-94 1994-93 1995-94 1994-93 OPERATING REVENUES Telephone Revenues Local Service 14.4% 14.2% 14.3% 14.2% 5.9% 10.4% 8.7% 7.5% Access 30.3% 30.5% 30.3% 33.1% 3.5% 0.4% -1.6% 7.7% Toll 0.1% -0.4% 0.1% -0.2% -116.4% -452.1% -138.7% -1035.4% Miscellaneous: Directory 5.1% 4.9% 5.3% 5.2% 8.3% -4.1% 9.6% 3.5% Facility Leases 8.0% 7.4% 7.9% 6.1% 12.7% 48.5% 39.9% 13.6% Billing & Collection 1.4% 2.1% 1.7% 2.2% -32.6% -0.9% -19.3% 2.8% Other Miscellaneous 0.6% 1.0% 0.6% 1.1% -39.3% 82.1% -45.2% 77.9% Total Telephone Revenues 59.9% 59.7% 60.2% 61.7% 4.4% 6.4% 4.8% 8.0% Cable Television Revenues 4.1% 3.4% 4.1% 3.5% 24.3% -3.9% 25.7% -2.7% ShenTel Service Revenues 5.0% 9.2% 6.4% 7.6% -43.3% 52.1% -9.0% 44.5% Leasing Revenues 0.1% 0.1% 0.1% 0.1% 18.0% -86.9% 31.8% -88.9% Mobile Revenues 23.4% 20.6% 21.6% 19.8% 18.0% 29.0% 17.1% 39.6% Long Distance Revenues 5.2% 5.4% 5.3% 5.7% -0.2% -14.1% -0.9% -12.0% Network Revenues 2.3% 1.6% 2.3% 1.6% 54.4% -24.0% 54.4% -20.1% ----- ----- ----- ----- ----- ----- ----- ----- Total Revenues and Sales 100.0% 100.0% 100.0% 100.0% 4.0% 10.1% 7.4% 11.7% SHENANDOAH TELECOMMUNICATIONS COMPANY AND SUBSIDIARY COMPANIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RELATIONSHIP TO PERIOD TO PERIOD TOTAL OPERATING REVENUES INCREASE OR DECREASE Three months Six months Three months Six months ended June 30 ended June 30 ended June 30 ended June 30 1995 1994 1995 1994 1995-94 1994-93 1995-94 1994-93 OPERATING EXPENSES Cost of Products and Services Sold 2.2% 4.8% 3.1% 3.4% -52.4% -1.7% -2.1% 6.1% Line Costs 2.2% 2.5% 2.3% 2.6% -8.0% -7.7% -4.1% -0.9% Plant Specific 9.1% 7.1% 8.7% 8.0% 34.2% -14.2% 16.8% -6.0% Plant Non-Specific: Network & Other 9.1% 7.8% 8.4% 8.4% 22.6% -3.8% 8.0% 8.4% Depreciation and Amortization 13.3% 13.2% 13.1% 13.4% 5.2% 8.2% 4.8% 6.8% Customer Operations 10.8% 10.7% 10.6% 11.4% 4.5% 4.8% 0.0% 6.9% Corporate Operations 8.8% 9.1% 8.8% 9.2% 0.9% 3.9% 3.1% 0.0% Other Operating Income & Expense 0.9% 0.7% 0.9% 0.7% 23.1% 10.6% 25.6% 8.2% Taxes other than income 1.5% 1.8% 1.6% 1.7% -8.5% 41.2% 1.6% 33.7% ----- ----- ---- ----- ----- ----- ----- ----- Total Operating Expenses 57.9% 57.7% 57.5% 58.8% 4.8% 1.1% 5.1% 4.2% Operating income 42.0% 42.4% 42.6% 41.3% 3.0% 25.0% 10.8% 24.4% Gain on Sale of Investment 0.0% 0.0% 8.2% 0.0% N/A N/A N/A N/A Non-operating income less expenses 4.7% 0.8% 4.1% 0.5% 548.3% 127.3% 865.9% 144.0% Interest expense 3.2% 2.9% 3.3% 3.3% 14.8% -1.1% 8.8% 6.8% ----- ----- ----- ----- ----- ----- ----- ----- Income before taxes 43.5% 40.3% 51.6% 38.5% 12.5% 42.9% 44.0% 32.3% SHENANDOAH TELECOMMUNICATIONS COMPANY AND SUBSIDIARY COMPANIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RELATIONSHIP TO PERIOD TO PERIOD TOTAL OPERATING REVENUES INCREASE OR DECREASE Three months Six months Three months Six months ended June 30 ended June 30 ended June 30 ended June 30 1995 1994 1995 1994 1995-94 1994-93 1995-94 1994-93 Provision for income taxes 14.7% 13.7% 18.0% 13.2% 11.3% 40.5% 46.1% 29.7% ----- ----- ----- ----- ----- ----- ----- ----- Net income before minority interest 28.8% 26.5% 33.6% 25.3% 13.1% 44.1% 42.9% 33.7% Minority interest -2.7% -2.0% -2.4% -1.6% 41.0% 944.6% 58.2% 4333.3% Net Income 26.1% 24.5% 31.2% 23.7% 10.8% 34.6% 41.9% 25.3% ===== ===== ===== ===== ===== ===== ===== ===== SHENANDOAH TELECOMMUNICATIONS 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 77.6% of net income year-to-date in 1995 (excluding the gain on the sale of equity security). 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 the first six months of 1995 increased 4.8% compared to the same period in 1994. Minutes of use during the second quarter were 7.0% higher than the second quarter of 1994. Changes in NECA settlement procedures, effective July 1, 1994, offset the increases in minutes of use. The decrease in billing and collection revenues is primarily attributed to a $33,192 refund in June 1995 to an interexchange carrier for correcting an error to message counts. Management expects these revenues to decline further when one of the interexchange carriers discontinues using our local exchange company for a portion of the billing process. This change is tentatively scheduled to occur in the last quarter of 1995. The increase in Mobile Company revenues was due to growth in our cellular operation. Cellular revenues increased 17.6% in the six months of 1995 compared to the same period in 1994. Cellular revenues increased 18.3% over the second quarter of 1994. Year-to- date and for the second quarter of 1995, net additions of customers were approximately the same as net additions for the same period in 1994. SHENANDOAH TELECOMMUNICATIONS MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS (Continued) The decrease in the ShenTel Service revenues category for both the second quarter and year-to-date is due primarily to a decrease in equipment sales compared to 1994. These sales are down $118,792 or 28.6% compared to the first six months of 1994. Another factor was the completion of a consulting contract that provided $12,929 in the first half of 1994. The contract expired in the fourth quarter of 1994. These two items were partially offset by the beginning of a new service in 1995 providing local Internet access to regional communities. This new service provided $33,398 of revenue during the first six months of 1995. On September 1, 1994, 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 of the rate changes and subscriber growth, 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 number of Cable subscribers has increased 6.8% from June 30, 1994. The increase in the second quarter of 1995 was 2.4% compared to a 3.4% increase in the second quarter of 1994. 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 has recently applied for a franchise to extend the cable television network into an area already served by another cable provider and compete directly with the incumbent provider. Several regulatory approvals must be secured from local and federal governments before construction can begin on the competitive network. The Company also leases capacity on fiber optic facilities in Virginia, West Virginia, and Maryland to interexchange carriers. The revenue for this activity appears as facilities leases and as network revenues on the income statement. This service experienced a revenue increase of 42.9% year-to-date and 20.0% during the second quarter compared with the same periods in 1994. The increase is due to new circuits being added. For the first half and the second quarter of 1995, operating expenses increased 5.1% and 4.8% respectively compared to the same periods in 1994. SHENANDOAH TELECOMMUNICATIONS MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS (Continued) The first operating expense category is cost of goods sold. This category reflects decreases in both the quarter-to-quarter as well as year-to-date comparisons due to the previously discussed decline in ShenTel Service equipment sales. The plant specific category costs are for maintenance of the company's plant in service. The increases in this category were caused primarily by maintenance to cable in the CATV and Telephone networks. The cable expenses increased $89,047 or 28.1% year-to-date and $15,211.37 or 8.8% compared to the second quarter of 1994. The increases in the network and other category are due primarily to increases in facilities costs for our Cellular operation and the new Internet local access operation. In the second quarter of 1995 the Company added several leased circuits to its Cellular network. These circuits will replace several others that were already in place. This caused a $25,481 or 10.6% increase in Cellular line costs for the second quarter compared to the same period in 1994. The original circuits will be taken out in the third quarter. The Internet facilities costs year-to-date are $49,243 and were $36,766 for the second quarter of 1995. The non-operating income less expenses category consists mainly of the income or loss from investments made by the Company. 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 recognized a gain on the sale in January of 1995. The amount of the gain was $872,125. In addition the Company recognized losses of $103,461 and $52,270 respectively during the first six months and second quarter of 1994 as our portion of the operations of this organization. During the third quarter of 1995 the Company sold a portion of the MFS stock it received in exchange for this fiber network. The transaction resulted in a pre-tax gain of approximately $156,000. SHENANDOAH TELECOMMUNICATIONS MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 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 unsecured lines of credit with local banks totaling $4.5 million. No advances have been made from these lines of credit in 1995. 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 expects to receive an additional advance during the third quarter of 1995. 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 Company has reached an agreement to construct and manage part of a network that will provide Personal Communications Services (PCS). The service will be provided under a license held by an unaffiliated company. This will require significant investment in new plant and equipment over the next several years. 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 in 1995. 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. SHENANDOAH TELECOMMUNICATIONS COMPANY PART II OTHER INFORMATION ITEM 4. Submission of Matters to a Vote of Security Holders No matters were submitted to a vote of security holders. ITEM 6. Exhibits and Reports on Form 8-K NONE SHENANDOAH TELECOMMUNICATIONS COMPANY SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. SHENANDOAH TELECOMMUNICATIONS COMPANY (Registrant) August 14, 1995 CHRISTOPHER E. FRENCH Christopher E. French President August 14, 1995 LAURENCE F. PAXTON Laurence F. Paxton Vice President - Finance
 

5 3-MOS 6-MOS DEC-31-1995 DEC-31-1995 JUN-30-1995 JUN-30-1995 4822402 4822402 1456226 1456226 2391088 2391088 0 0 1776483 1776483 14277127 14277127 50607330 50607330 17887210 17887210 55973482 55973482 2510550 2510550 9306505 9306505 4740677 4740677 0 0 0 0 33197474 33197474 55973482 55973482 157238 398405 5303680 10622666 115315 327275 3074432 6100608 145144 254980 989 4692 171659 350692 2164290 5227168 779998 1908442 1384292 3318726 0 0 0 0 0 0 1384292 3318726 .37 .88 .37 .88