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 
<PAGE>
              
                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.  
<PAGE>
           
                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.  
<PAGE>
           


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

<CAPTION>                          Three months ended             Six months ended
                                        June 30                        June 30          
                                   1995             1994           1995          1994                     
<S>                             ---------      ---------      ----------   ----------  
OPERATING REVENUES          
  Telephone Revenues            <C>             <C>             <C>          <C>                      
     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 .
<PAGE>
 

</TABLE>


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

<CAPTION>                          Three months ended             Six months ended
                                        June 30                        June 30          
                                   1995            1994           1995          1994
                                ---------      ---------      ----------   ----------  
<S>
OPERATING EXPENSES                                                           
  Cost of Products and           <C>            <C>             <C>            <C> 
    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 .
<PAGE>

</TABLE>


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

<CAPTION>                         Three months ended             Six months ended
                                        June 30                        June 30          
                                   1995            1994            1995         1994
                                ---------      ---------      ----------   ----------  
<S>                           <C>                <C>            <C>          <C>               
  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 .

<PAGE>

</TABLE>


<TABLE>                          SHENANDOAH TELECOMMUNICATIONS COMPANY                         
                                       AND SUBSIDIARY COMPANIES                           
                                                            
                                     PART I, FINANCIAL INFORMATION                        
                                     ITEM I, FINANCIAL STATEMENTS                         
                                 CONSOLIDATED STATEMENTS OF CASH FLOW                
                                              (UNAUDITED)                                              
 
                                                            
                                                            
<CAPTION>                                                     SIX MONTHS ENDED JUNE 30              
                                                            
                                                                 1995           1994   
<S>                                                            
CASH FLOWS FROM OPERATING ACTIVITIES                          <C>            <C>                                                
  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.              

<PAGE>

</TABLE>


<TABLE>                          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   
<S>
CASH FLOWS FROM INVESTING ACTIVITIES                          <C>             <C>                                             
  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.              

<PAGE>
                             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.

<PAGE>
                                   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%

<PAGE>
                                   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%

<PAGE>
                                   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%
                                 =====    =====    =====    =====     =====      =====    =====   =====

<PAGE>
                    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.
<PAGE>
                  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.  
<PAGE>
                  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.
<PAGE>
                  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.
<PAGE>
              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

                

<PAGE>
              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





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