SECURITIES AND EXCHANGE COMMISSION

                     Washington, DC 20549


                           FORM 8-K


                        CURRENT REPORT


            Pursuant to Section 13 or 15(d) of the

                Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) February 23, 1996



             Shenandoah Telecommunications Company
      (Exact name of registrant as specified in charter)





   Virginia                0-9881              54-1162807   
(State or other          (Commission          (IRS Employer
jurisdiction of          File Number)         Identification
incorporation)                                Number)




      124 South Main Street, Edinburg, Virginia   22824   
      (Address of principal executive offices)   (Zip Code)


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

                                      -2-


Item 5.   Other Events.

            On February 23, 1996, Shenandoah Cable Television, a wholly-owned
            subsidiary of Shenandoah Telecommunications Company, announced 
            that it has signed a Letter of Intent to acquire the Shenandoah 
            County, Virginia cable television systems of FrontierVision 
            Operating Partners, L.P., of Denver, Colorado.  The CATV systems 
            to be acquired were formerly owned by C4 Media Cable and were 
            acquired by FrontierVision as part of a larger acquisition of 
            cable assets.  The acquired CATV systems would become part of the 
            Company's existing CATV system, which presently serves the town 
            of Edinburg, Basye, and surrounding areas of Shenandoah County.

            The acquisition is subject to execution of a definitive agreement 
            and approval by the local governing bodies for the transfer of 
            the existing franchises.




                                      -3-


                                  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



                           By:  Christopher E. French              
                                President