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 March 31, 1997

                  Commission File Number 0-9881


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



       Virginia                                 54-1162806  
(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 April 29, 1997
Common Stock, No Par Value                3,760,760 Shares 
PAGE

<PAGE>
              SHENANDOAH TELECOMMUNICATIONS COMPANY





                              INDEX



                                                       Page
                                                       Number


PART I.   FINANCIAL INFORMATION


Item 1.   Financial Statements

          Consolidated Balance Sheets
           March 31, 1997 and December 1996             1 - 2

          Consolidated Statements of Income
           Three Months Ended 
            March 31, 1997 and 1996                     3 - 4

          Consolidated Statements of Cash Flow
           Three Months Ended 
            March 31, 1997 and 1996                     5 - 6

          Notes To Consolidated Financial

           Statements                                       7

Item II.  Management's Discussion and Analysis of
           Financial Condition and Results of 
            Operations                                 8 - 14



PART II.  OTHER INFORMATION


Item 4.   Submission of Matters To a Vote 
           of Security Holders                             15


Item 6.   Exhibits and Reports On Form 8-K                 15

          Signatures                                       16
PAGE

<PAGE>
              SHENANDOAH TELECOMMUNICATIONS COMPANY            
                    AND SUBSIDIARY COMPANIES

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

                             ASSETS
[CAPTION]

                              
                               March 31, 1997  December 31, 1996
[S]                              [C]               [C]            
Current Assets
 Cash & Cash Equivalents          $ 5,092,202       $ 3,763,468
 Certificates of Deposit            1,142,181         1,142,181
 Held-to-Maturity Securities        2,161,545         2,148,945
 Accounts Receivable                4,114,031         4,208,742
 Materials and Supplies             2,936,131         2,888,709
 Prepaid Expenses and Other           325,896           399,074
                                   15,771,986        14,551,119


Securities and Investments   
 Available-for-sale securities      1,844,305         2,738,431
 Held-to-Maturity Securities        1,622,433         1,622,433
 Other Investments                  4,099,968         4,112,947
                                    7,566,706         8,473,811

Property, Plant, and Equipment
 Plant in Service                  68,045,309        65,215,491
 Plant Under Construction           5,050,623         5,626,710
                                   73,095,932        70,842,201
Less Accumulated Depreciation      22,609,194        21,648,820
                                   50,486,738        49,193,381

Other Assets
 Cost in Excess of Net Assets of
  Business acquired less 
  Accumulated Amortization          5,574,452         5,532,601
 Deferred Charges and Other 
  Assets                              606,591           523,185
 Deposit                                    0         1,100,000
                                    6,181,043         7,155,786
                                  $80,006,473       $79,374,097





  See accompanying notes to consolidated financial statements.
PAGE

<PAGE>
              SHENANDOAH TELECOMMUNICATIONS COMPANY            
                    AND SUBSIDIARY COMPANIES

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

[CAPTION]     LIABILITIES AND STOCKHOLDERS' EQUITY

[S]                          March 31, 1997   December 31, 1996
Current Liabilities 
 Current Maturities of        [C]                 [C]
  Long-Term Debt               $   519,406         $   529,405
 Accounts Payable                1,392,162           2,097,115
 Advance Billing and Payments      472,169             590,336
 Customers' Deposits                94,296              89,591
 Other Current Liabilities       1,032,253           1,117,795
 Income Taxes Payable              561,964                   0
 Other Taxes Payable               202,312             128,144
                                 4,274,562           4,552,386
Long Term Debt, Less
 Current Maturities             24,654,400          24,176,834

Other Liabilities and 
 Deferred Credits
 Deferred Investment 
  Tax Credit                       273,031             291,957
 Deferred Income Taxes           4,569,717           4,908,170
 Pension and Other                 701,086             573,363
                                 5,543,834           5,773,490
Minority Interest                1,954,521           1,743,465

Stockholders' Equity
 Common Stock, no par value,
  authorized 8,000,000 shares;
  issued 3,760,760 shares        4,740,677           4,740,677
 Retained Earnings              38,731,188          37,716,654
 Unrealized gain on Available-
 for-Sale Securities, net          107,291             670,591
                                43,579,156          43,127,922
                               $80,006,473         $79,374,097








  See accompanying notes to consolidated financial statements.
PAGE

<PAGE>
              SHENANDOAH TELECOMMUNICATIONS COMPANY            
                    AND SUBSIDIARY COMPANIES

                  PART I, FINANCIAL INFORMATION
                  ITEM I, FINANCIAL STATEMENTS
[CAPTION]       CONSOLIDATED STATEMENTS OF INCOME
                           (UNAUDITED)

                                      Three months ended
                                            March 31
[S]                                 1997                1996  
OPERATING REVENUES  
  Telephone Revenues             [C]                 [C]
   Local Service                  $859,022            $790,812
   Access                        1,739,682           1,773,788
   Toll                              6,135               4,355
   Miscellaneous:
    Directory                      273,030             283,668
    Facility Leases                476,706             433,198
    Billing & Collection           105,036             114,042
    Other Miscellaneous             48,386              29,160

  Total Telephone Revenues       3,507,997           3,429,023
  Cable Television Revenues        615,121             220,134
  ShenTel Service Revenues         473,950             393,562
  Leasing Revenues                   3,622               4,609
  Mobile Revenues                2,045,866           1,367,139
  Long Distance Revenues           241,978             284,352
  Network Revenues                 153,733             123,843   
                                
  Total Revenues and Sales       7,042,267           5,822,662
                               
OPERATING EXPENSES
 Cost of Products and Service      397,208             273,941
 Line Costs                         95,361             134,581
 Plant Specific                    622,388             524,398
 Plant Non-Specific:
  Network & Other                  929,994             661,936
  Depreciation and Amortization  1,110,488             802,521
 Customer Operations               995,668             764,042
 Corporate Operations              669,621             519,644
 Other Operating Expenses          194,914              46,366
 Taxes Other Than Income            98,177             100,302
                                  
  Total Operating Expenses       5,113,819           3,827,731






See accompanying notes to consolidated financial statements.
PAGE

<PAGE>
              SHENANDOAH TELECOMMUNICATIONS COMPANY            
                    AND SUBSIDIARY COMPANIES

                  PART I, FINANCIAL INFORMATION
                  ITEM I, FINANCIAL STATEMENTS
[CAPTION]       CONSOLIDATED STATEMENTS OF INCOME
                           (UNAUDITED)

                                        Three months ended
                                              March 31
                                       1997             1996   
[S]                                [C]               [C]
 Operating Income                  $1,928,448        $1,994,931

  Gain on Sale of Investment                0           228,250
  Non-Operating Income 
   less Expenses                      229,416           194,003
  Interest Expense                   (356,449)         (141,260)
                                 
  Income Before Income Taxes        1,801,415         2,275,924

  Provision for Income Taxes          575,822           780,935

  Net Income Before 
   Minority Interest                1,225,593          1,494,989

  Minority Interest                  (211,056)         (121,441)

  Net Income                      $ 1,014,537        $1,373,548

EARNINGS PER SHARE
 Weighted Average Common
  Shares Outstanding                3,760,760         3,760,760

 Net Income per share                   $0.27             $0.37













  See accompanying notes to consolidated financial statements.
PAGE

<PAGE>
              SHENANDOAH TELECOMMUNICATIONS COMPANY            
                    AND SUBSIDIARY COMPANIES

                  PART I, FINANCIAL INFORMATION
                  ITEM I, FINANCIAL STATEMENTS
[CAPTION]     CONSOLIDATED STATEMENTS OF CASH FLOW
                           (UNAUDITED)

                                                                  
                                     THREE MONTHS ENDED MARCH 31
                                                                  
                                          1997          1996    
[S]
CASH FLOWS FROM OPERATING 
ACTIVITIES                            [C]           [C]
  Net Income                           $1,014,534    $1,373,548

Adjustments to reconcile net income
to net cash provided by operating 
activities:
 Depreciation and Amortization           1,111,989      802,521
 Deferred taxes                             (7,628)     (30,838)
 Gain on Sale of Equity Investment               0     (228,250)
 Investment (Gains)/Losses                  40,187       (1,443)
 Minority Share of Income                  211,056      121,441
 Other                                     (41,997)      99,515
 Decrease (increase) in:
  Accounts Receivable                       94,711      (49,543)
  Materials and Supplies                   (47,422)    (399,834)
 Increase (Decrease) in:
  Accounts Payable                        (704,953)     (25,919)
  Income Taxes Payable                     588,568      798,859
  Other Deferrals and Accruals             (24,930)    (317,747)
                                                                  
  Net cash provided by 
   operating activities                  2,234,115    2,142,310

CASH FLOWS FROM INVESTING ACTIVITIES
 Purchase of Property 
  and Equipment                         (2,330,946)  (3,006,185)
 Purchase of Certificates of Deposit      (499,582)    (111,856)
 Maturities of Certificates of Deposit     486,982      100,000
 Cash Flows from Securities                      0      509,347
 Return of Deposit                         953,400            0
 Other                                      17,198       22,045
Net cash used in investing activities   (1,372,948)  (2,486,649)



  See accompanying notes to consolidated financial statements.
PAGE

<PAGE>
              SHENANDOAH TELECOMMUNICATIONS COMPANY            
                    AND SUBSIDIARY COMPANIES

                  PART I, FINANCIAL INFORMATION
                  ITEM I, FINANCIAL STATEMENTS
[CAPTION]     CONSOLIDATED STATEMENTS OF CASH FLOW
                           (UNAUDITED)

                                                                  
                                     THREE MONTHS ENDED MARCH 31
                                                                  
                                          1997          1996     

[S]
CASH FLOWS FROM                        [C]          [C]
FINANCING ACTIVITIES
 Proceeds from Long Term Debt           $  601,500   $        0
 Principal payments on Long Term Debt     (133,933)    (115,863)

Net cash provided by financing
 activities                                467,567     (115,863)
                                                                  
Net increase (decrease) in cash 
 and cash equivalents                    1,328,734     (460,202)
Cash and Cash Equivalents:
 Beginning                               3,763,468    6,106,447
 Ending                                 $5,092,202   $5,646,245





















  See accompanying notes to consolidated financial statements.
PAGE

<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 March 31, 1997 and the results of operations and cash
     flows for the three month periods ended March 31, 1997 and
     1996.

     While the Company believes that the disclosures presented
     are adequate, to make the information not misleading, it is
     suggested that these financial statements be read in
     conjunction with the financial statements and notes included
     in the Company's annual report in Form 10-K.


2.   The results of operations for the three-month period ended
     March 31, 1997 and 1996 are not necessarily indicative of
     the results to be expected for the full year.



PAGE

<PAGE>
<TABLE>                   SHENANDOAH TELECOMMUNICATIONS COMPANY  
                                    AND SUBSIDIARY COMPANIES


                       ITEM II, MANAGEMENT'S DISCUSSION AND ANALYSIS
<CAPTION>            OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


     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 REVENUES           INCREASE OR DECREASE

                                          Three months ended           Three months ended
                                              March 31                      March 31
    <S>                                     1997     1996              1997-96   1996-95
    OPERATING REVENUES                                                               
      Telephone Revenues                   <C>      <C>                 <C>       <C>
         Local Service                      12.20    13.58                8.63      5.18
         Access                             24.70    30.46               (1.92)     9.77
         Toll                                0.09     0.07               40.87     25.36
         Miscellaneous:
          Directory                          3.88     4.87               (3.75)    (3.22)
          Facility Leases                    6.77     7.44               10.04      3.51
          Billing & Collection               1.49     1.96               (7.90)     7.52
          Other Miscellaneous                0.69     0.50               65.93      5.99   
      Total Telephone Revenues              49.81    58.89                2.30      6.61

      Cable Television Revenues              8.73     3.78              179.43      2.56
      ShenTel Service Revenues               6.73     6.76               20.43     (5.72)
      Leasing Revenues                       0.05     0.08              (21.41)   (24.36)
      Mobile Revenues                       29.05    23.48               49.65     29.97
      Long Distance Revenues                 3.44     4.88              (14.90)    (1.47)
      Network Revenues                       2.18     2.13               24.14      0.00  
      Total Revenues                       100.00   100.00               20.95      9.47

PAGE

<PAGE>
                                   SHENANDOAH TELECOMMUNICATIONS COMPANY
                                         AND SUBSIDIARY COMPANIES

                               ITEM II, MANAGEMENT'S DISCUSSION AND ANALYSIS
<CAPTION>                    OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

                                           RELATIONSHIP TO            PERIOD TO PERIOD
                                           TOTAL REVENUES           INCREASE OR DECREASE

                                          Three months ended           Three months ended
                                              March 31                      March 31
                                            1997     1996              1997-96   1996-95
   <S>
    OPERATING EXPENSES                     <C>      <C>               <C>         <C>
      Cost of Products Sold                  5.64     4.70              45.00      29.24 
      Line Costs                             1.35     2.31             (29.14)      2.53
      Plant Specific                         8.84     9.01              18.69      20.77
      Plant Non-Specific:
         Network & Other                    13.21    11.37              40.50      61.23
         Depreciation and Amortization      15.77    13.78              38.37      17.42
      Customer Operations                   14.14    13.12              30.32      37.45
      Corporate Operations                   9.51     8.92              28.86      11.02
      Other Operating Income & Expense       2.77     0.80             320.38       2.01
      Taxes Other Than Income                1.39     1.72              (2.12)     17.53 
      Total Operating Expenses              72.62    65.74              33.60      26.49
      Operating Income                      27.38    34.26              (3.33)    (12.99)

      Gain on Sale of Investment             0.00     3.92             (100.00)   (73.83)
      Non-Operating Income less Expenses     3.26     3.33               18.25      3.85
      Interest Expense                      (5.06)   (2.43)             152.34    (21.10)
      Income Before Income Taxes            25.58    39.09              (20.85)   (28.27)
      Provision for Income Taxes             8.18    13.41              (26.27)   (30.80) 
      Income Before Minority Interest       17.40    25.68              (18.02)   (26.87)
      Minority Interest                     (3.00)   (2.09)              73.79     10.57
      Net Income                            14.41    23.59              (26.14)   (28.99)
                                   
/TABLE

<PAGE>
              SHENANDOAH TELECOMMUNICATIONS COMPANY

 
             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 eight wholly-
owned subsidiaries.  

     This industry is in a period of transition from a protected
monopoly to a competitive environment as evidenced by the 
passage of the Telecommunications Act of 1996.  As a result,
Shenandoah Telecommunications has made and plans to continue to
make significant investments in the new and emerging
technologies.  

     The most significant revenue contributors are the regulated
telephone local exchange company accounting for 49.81% of revenue
and the cellular dominated operations of the Mobile subsidiary,
accounting for 29.05% of revenue during the most recent quarter. 
Other significant services provided are paging, personal
communications services (PCS), cable television, Internet access,
long distance, and fiber facilities and towers leased to other
telecommunications carriers.  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 approximately two-thirds of these
access revenues generally tracks with changes in minutes of use. 
The minutes of use during the first quarter of 1997 decreased
 .16% from the total minutes of use in the first quarter of 1996,
leading to a 1.92% decrease in the associated revenues. 
Management attributes these decreases to inclement weather
experienced.

     First quarter cable television revenues increased 179.43%
over the first quarter of 1996.  The increase was due to the
acquisition of the CATV assets owned by FrontierVision Operating
Partnership located in our service area on September 30, 1996.   
PAGE

<PAGE>
              SHENANDOAH TELECOMMUNICATIONS COMPANY

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


RESULTS OF OPERATIONS (Continued)

     The increase in the ShenTel Service revenues category for
the first quarter of 1997 compared to 1996 was 20.43%.  This was
due to increases in Internet Service revenues.  First quarter
1997 revenues from our Internet Service operations were up
$97,640 or 115.98% compared to the first quarter of 1996.  The
increase is due to the increasing customer base.  The increases
in Internet access revenues were partially offset by decreases in
equipment sales and rentals.  These revenues decreased $15,624 or
6.20% compared to the first quarter of 1996.  

     Financing lease revenues are chiefly for leases and rentals
of customer premise equipment such as PBXs sold through Company
subsidiaries.  

     The Mobile revenues are mainly comprised of revenues from
wireless communications services.  First quarter 1997 local
cellular revenues increased $167,934 or 25.72% compared to the
same period in 1996.  The increase in local cellular revenues was
due to an increase in the customer base.  First quarter 1997
outcollect roamer revenues increased $236,187 or 36.68% compared
to the same period in 1996.  Total revenues from the Cellular
operation accounted for 24.15% of total Company revenues in the
first quarter, compared to 22.38% in the first quarter of 1996.  

     Total payroll costs (including capitalized costs) in the
first three months of 1997 decreased $11,202 or 1.00% compared to
the same period in 1996.  The decrease is due to high maintenance
costs incurred in January of 1996 to repair blizzard and flood
damage not being repeated in 1997, as well as, reduced sales
commissions in the ShenTel subsidiary.  These items were
partially offset by increases in the PCS subsidiary as its sales
force grows with the opening of new retail stores.
PAGE

<PAGE>
              SHENANDOAH TELECOMMUNICATIONS COMPANY

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


RESULTS OF OPERATIONS (Continued)

     Cost of Goods Sold increased 45.00% in the first quarter
compared to the same period in 1996.  This is due to an increase
in the volume of PCS phones sold as network coverage expands. 
The volume increase added 507.47% to the total cost of PCS phones
sold as compared to the first quarter of 1996.  The PCS increase
was partially offset by decreases in the cost of goods sold by
the ShenTel subsidiary related to the decline in equipment sales
discussed above.

     The expense category Network and Other consists primarily of
network support, engineering, and leased facilities costs.  Of
the 40.50% or $268,058 increase for the first quarter over the
first quarter of 1997, 40.95% is due to increases from our
cellular operation, 23.41% from the new PCS operation, and 32.20%
from the Internet access operation.  

     Depreciation and Amortization, our largest expense category,
was 38.37% higher in the first quarter of 1997 compared to the
same period in 1996.  This is due to the increased pace of plant
acquisition.  Expenditures for construction and purchases of
property and equipment for 1996 equaled $22,835,061.  Comparable
expenditures during 1995 equaled $6,697,476.  Budgeted 1997
expenditures for plant and equipment are approximately the same
as 1996.

     Customer Operations increased 30.32% for the quarter
compared to the same period in 1996.  These costs are for the
marketing and sales, billing, and customer service functions.  As
with the network and other category, increases for the Internet
access, cellular, and PCS businesses are primarily responsible
for the increase.   

     Corporate Operations increased $149,977 or 28.86% in the
first quarter of 1997 compared to the same period in 1996.  The
Corporate Operations category includes expenses for executive and
general management, accounting, external relations, human
resources, legal, purchasing, insurance, and other general and
administrative costs.  The PCS subsidiary accounts for 53.69% or
$80,518 of the increase in this category.

     The Other Operating Expense category consists of royalty
expense paid to programming providers for the Cable Television
subsidiary.  The increase in these expenses year-to-date compared
with the first quarter of 1996 is due to the acquisition of the
Shenandoah County CATV assets of FrontierVision on September 30,
1996.PAGE

<PAGE>
              SHENANDOAH TELECOMMUNICATIONS COMPANY

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


RESULTS OF OPERATIONS (Continued)

     The Non-operating Income Less Expenses category consists
mainly of the income or loss from investments made by the
Company.  This category showed an increase of 18.28% in the first
quarter compared to the same period in 1996.  Income from
investments accounted for by the equity method increased $54,647
or 111.77%.  Interest income decreased $19,278 or 12.60% in the
same period, due to decreased investment in Treasury Bills.  

     Interest expense has increased 152.34% in the first quarter
compared to the first quarter of 1996.  The Company began drawing
funds on the CoBank note (described below) in the third quarter
of 1996.  Draws on this note at March 31, 1997 equaled
$14,069,338.

     The Company, along with other telecommunications providers,
founded Virginia Metrotel to construct and operate a fiber optic
network in the Richmond, Virginia metropolitan area.  The fiber
network would provide competitive access to businesses in the
area.  As a result of a strategic change, it was agreed to sell
this business to MFS Communications Company.  The Company
recognized a gain on the sale in January 1995.  The amount of the
gain was $872,125.  The Company recognized further gains of
$269,261 on subsequent sales of MFS stock in 1995.  In January of
1996 the Company completed the sale of the remaining MFS stock,
resulting in a gain on the sale of $228,250.


LIQUIDITY AND CAPITAL RESOURCES

     On August 2, 1996, the Company signed a note with CoBank to
borrow up to $25 million.  The term of the loan is for up to 15
years, with multiple interest options.  The Company began drawing
these funds in the third quarter of 1996.  A portion of these
funds were used for the acquisition of the Shenandoah County CATV
assets of FrontierVision in September of 1996.  The new debt is
also being used to finance the building of the new network for
the PCS operation.  The Company budgeted approximately
$12,000,000 for PCS-related plant in 1997, and anticipates
additional cash flow requirements for inventory and initial
operating losses.
PAGE

<PAGE>
              SHENANDOAH TELECOMMUNICATIONS COMPANY

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


LIQUIDITY AND CAPITAL RESOURCES (Continued)

     The Company budgeted capital expenditures of approximately
$11,500,00 for our other subsidiaries for 1997.  These capital
needs will be met through internally generated cash flows and the
existing Rural Telephone Bank note.  The loan agreement with the
RTB allows for additional borrowings of approximately $3,600,000. 
Expenditures of these loan funds is limited to capital projects
for the regulated local exchange carrier.  
PAGE

<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

<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)




May 7, 1997                 CHRISTOPHER E. FRENCH             
                          Christopher E. French
                          President                      



May 7, 1997                 LAURENCE F. PAXTON                
                          Laurence F. Paxton 
                          Vice President - Finance










<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               MAR-31-1997
<CASH>                                       5,092,202
<SECURITIES>                                 5,628,283
<RECEIVABLES>                                4,114,031
<ALLOWANCES>                                     3,083
<INVENTORY>                                  2,936,131
<CURRENT-ASSETS>                            15,771,986
<PP&E>                                      68,045,309
<DEPRECIATION>                              22,609,194
<TOTAL-ASSETS>                              80,006,473
<CURRENT-LIABILITIES>                        4,274,562
<BONDS>                                     24,654,400
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                     4,740,677
<OTHER-SE>                                  38,838,479
<TOTAL-LIABILITY-AND-EQUITY>                80,006,473
<SALES>                                        215,566
<TOTAL-REVENUES>                             7,042,267
<CGS>                                          397,208
<TOTAL-COSTS>                                5,113,819
<OTHER-EXPENSES>                               211,056
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<INCOME-PRETAX>                              1,590,359
<INCOME-TAX>                                   575,822
<INCOME-CONTINUING>                          1,014,537
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 1,014,537
<EPS-PRIMARY>                                      .27
<EPS-DILUTED>                                      .27
        

</TABLE>