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):   July 30, 1996



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





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




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





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

                               -2-


Item 5.   Other Events

          On July 30, 1996, Shenandoah Cable Television, a
          wholly-owned subsidiary of Shenandoah
          Telecommunications Company, announced it has signed a
          Definitive Agreement to acquire the Shenandoah County,
          Virginia cable television systems of FrontierVision
          Operating Partners, L.P., of Denver, Colorado.  The
          CATV systems being 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 will 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 approval by the local
          governing bodies for the transfer of the existing
          franchises.  On February 23, 1996, Shenandoah Cable