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 September 30, 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 October 1, 1997
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 (UNAUDITED) September 30, 1997 December 31, 1996 CURRENT ASSETS Cash & Cash Equivalents $5,927,313 $3,763,468 Certificates of Deposit 204,122 1,142,181 Investments Held to Maturity Securities 499,581 2,148,945 Accounts Receivable 5,541,459 4,208,742 Materials 4,047,523 2,888,709 Prepaid and Other Current Assets 216,056 324,683 TOTAL CURRENT ASSETS $16,436,054 $14,476,728 NON-CURRENT ASSETS Investment in Available for Sale Securities $4,775,261 $2,738,431 Investment in Held-To-Maturity Securities 1,622,433 1,622,433 Other Investments 4,591,907 4,112,947 TOTAL NON-CURRENT ASSETS $10,989,601 $8,473,811 PROPERTY, PLANT AND EQUIPMENT Plant in Service $69,949,016 $65,125,491 Plant Under Construction 4,524,912 5,626,710 Less Accumulated Depreciation 24,478,413 21,648,820 NET PROPERTY, PLANT AND EQUIPMENT $52,417,477 $49,193,381 OTHER ASSETS Cost in Excess of net assets of Business less Accumulated Amortization $ 5,250,959 $ 5,532,602 Deferred Charges and Other Assets 557,213 597,575 Radio Spectrum License net of Accumulated Amortization 714,258 0 Deposit 0 1,100,000 $ 6,522,431 $ 7,230,177 TOTAL ASSETS $86,365,562 $79,374,097 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 (UNAUDITED) September 30, 1997 December 31, 1996 CURRENT LIABILITIES Current Maturities of Long-Term Debt $ 499,408 $ 529,405 Accounts Payable 1,852,155 2,097,115 Advance Billings and Payments 258,607 590,336 Customers' Deposits 97,055 89,591 Other Current Liabilities 1,477,961 1,117,795 Income Taxes Payable 839,763 0 Other Taxes Payable 338,870 128,144 TOTAL CURRENT LIABILITIES $ 5,363,139 $ 4,552,386 LONG TERM DEBT, LESS CURRENT MATURITIES 25,497,905 24,176,834 OTHER LIABILITIES AND DEFERRED CREDITS Deferred Investment Tax Credits $235,181 $291,957 Deferred Income Taxes 5,231,745 4,908,170 Pension and Other 867,990 573,363 6,334,916 5,773,490 MINORITY INTERESTS $ 1,963,306 $ 1,743,465 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 41,274,272 37,716,654 Unrealized Gain on available-for-sale securities 1 191,348 670,591 47,206,297 43,127,922 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $86,365,562 $79,374,097 See accompanying notes to consolidated financial statements. PAGE
SHENANDOAH TELECOMMUNICATIONS COMPANY AND SUBSIDIARY COMPANIES PART I, FINANCIAL INFORMATION ITEM I, FINANCIAL STATEMENTS
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) Three months ended Nine months ended September 30 September 30 ------------------------- --------------------------- 1997 1996 1997 1996 OPERATING REVENUES Telephone Revenues Local Service $928,153 $828,715 $2,670,093 $2,428,140 Access 1,912,794 1,783,876 5,401,305 5,254,004 Toll 7,446 8,800 20,920 17,567 Miscellaneous: Directory 276,707 283,377 841,880 863,452 Facility Leases 492,197 462,707 1,478,567 1,347,879 Billing & Collection 115,337 108,116 328,758 331,125 Other Miscellaneous 36,953 24,330 93,280 76,558 Total Telephone Revenues 3,769,587 3,496,921 10,834,803 10,318,725 Cable Television Revenues 635,619 221,408 1,876,770 663,384 ShenTel Service Revenues 538,855 511,462 1,539,376 1,285,688 Leasing Revenues 3,539 4,673 10,935 14,445 Mobile Revenues 2,238,521 1,813,891 6,192,078 4,819,014 PCS Revenues 478,586 75,243 1,186,458 111,765 Long Distance Revenues 220,100 262,815 696,332 796,543 Network Revenues 153,733 133,806 461,200 381,491 Total Revenues and Sales 8,038,540 6,520,219 22,797,952 18,391,055 OPERATING EXPENSES Cost of Products and Services Sold 486,282 471,648 1,353,657 994,632 Line Costs 97,966 95,316 291,112 320,757 Plant Specific 705,510 633,204 1,999,365 1,6596507 Plant Non-Specific: Network & Other 1,102,724 901,708 3,102,389 2,365,225 Depreciation and Amortization 1,187,999 861,454 3,449,816 2,479,414 PAGE
SHENANDOAH TELECOMMUNICATIONS COMPANY AND SUBSIDIARY COMPANIES PART I, FINANCIAL INFORMATION ITEM I, FINANCIAL STATEMENTS
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) Three months ended Nine months ended September 30 September 30 ------------------------- --------------------------- 1997 1996 1997 1996 OPERATING EXPENSES (Continued) Customer Operations $1,126,625 $ 842,222 $ 3,157,588 $2,436,812 Corporate Operations 662,455 588,437 1,951,810 1,664,325 Other Operating Income & Expense 179,519 49,897 523,446 143,698 Taxes other than income 106,406 93,263 315,106 295,249 Total Operating Expenses 5,655,486 4,537,149 16,144,289 12,359,762 Operating income 2,383,054 1,983,070 6,653,663 6,031,293 Gain on Sale of Investment 0 0 0 228,250 Non-operating income less expenses 427,147 367,882 911,977 804,412 Interest expense 409,832 170,181 1,154,001 439,859 Income before taxes 2,400,369 2,180,771 6,411,639 6,624,096 Provision for income taxes 765,466 735,133 2,039,180 2,235,939 Net income before minority interest 1,634,903 1,445,638 4,372,459 4,388,157 Minority interest (307,234) (188,383) (814,841) (490,245) Net Income $1,327,669 $1,257,255 $3,557,618 $3,897,912 EARNINGS PER SHARE Weighted Average Common Shares Outstanding 3,760,760 3,760,760 3,760,760 3,760,760 Net Earnings per Share $0.35 $0.33 $0.95 $1.04 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) NINE MONTHS ENDED SEPTEMBER 30 1997 1996 CASH FLOWS FROM OPERATING ACTIVITIES Net Income $3,557,618 $3,897,916 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and Amortization $3,449,816 $2,479,414 Deferred taxes (22,885) (79,661) Gain on Sale of Assets (31,103) (276,487) Gain on Sale of Equity Investment 0 (228,250) (Income)/Losses on Equity Investments (504,914) 0 Minority Share of Income 219,841 235,245 Other (38,405) 162,481 Decrease (increase) in Accounts receivable (1,332,717) (257,985) Materials and Supplies (1,011,027) (649,709) Increase (decrease) in Accounts Payable (244,960) 180,415 Income taxes payable 866,367 443,401 Other Deferrals and Accruals 595,464 (48,435) Net cash provided by operating activities $5,503,094 $5,858,345 PAGE
SHENANDOAH TELECOMMUNICATIONS COMPANY AND SUBSIDIARY COMPANIES PART I, FINANCIAL INFORMATION ITEM I, FINANCIAL STATEMENTS
CONSOLIDATED STATEMENTS OF CASH FLOW (UNAUDITED) NINE MONTHS ENDED SEPTEMBER 30 1997 1996 CASH FLOWS FROM INVESTING ACTIVITIES Purchase of Property & Equipment ($7,085,725) ($13,697,225) FCC Deposit Refund 953,400 0 Purchase of Intangible Asset 0 (5,886,171) Purchase of Certificates of Deposit 0 (1,134,527) Maturities of Certificates of Deposit 938,060 1,234,574 Cash flows from Securities 25,954 171,902 Proceeds from Investments 2,186,646 3,399,434 Purchases of Investments (1,648,658) (3,057,549) Other 0 40,385 Net cash used in investing activities ($4,630,323) ($18,929,177) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from long term debt $1,704,400 $11,525,322 Principal payments on long term debt (413,326) (304,544) Net cash provided by investing activities 1,294,074 11,220,778 NET INCREASE/(DECREASE) IN CASH $2,163,845 ($1,850,054) CASH AND CASH EQUIVALENTS: Beginning 3,763,468 6,106,447 Ending $ 5,927,313 $ 4,256,393 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 September 30, 1997 and the results of operations and cash flows for the three and nine month periods ended September 30, 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. Earnings per share of common stock have been determined by using the weighted average number of shares outstanding during the period. 3. In April the Board approved a $2 million line of credit with First Union Bank, and in July the Board approved a $5 million line of credit with CoBank. The First Union line of credit matures in May 1998, with a variable rate of Libor + 1.25%. Interest due is payable monthly with any unpaid principal balance due at maturity. The CoBank line of credit matures in August 1998. There are three interest rate options, a weekly variable rate quoted by CoBank, a fixed rate quoted by CoBank for such periods as may be agreeable to CoBank, or Libor + 1.25%. Interest due is payable monthly with any unpaid principal balance due at maturity. No draws have been made on these lines of credit as of September 30, 1997. 4. Certain account balances on the consolidated balance sheet at December 31, 1996 have been reclassified to be consistent with the classifications adopted for 1997.
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 Nine months Three months Nine months ended June 30 ended June 30 ended June 30 ended June 30 1997 1996 1997 1996 1997-96 1996-95 1997-96 1996-95 OPERATING REVENUES Telephone Revenues Local Service 11.55% 12.66% 11.71% 13.20% 12.41% 6.19% 9.96% 5.86% Access 23.80% 27.36% 23.69% 28.57% 7.23% 11.54% 2.80% 8.94% Toll 0.09% 0.13% 0.09% 0.10% -15.39% 667.89% 19.09% 121.41% Miscellaneous: Directory 3.44% 4.35% 3.69% 4.69% -2.35% 3.79% -2.50% 3.07% Facility Leases 6.12% 7.10% 6.49% 7.33% 6.37% 10.46% 9.70% 6.75% Billing & Collection 1.43% 1.66% 1.44% 1.80% 6.68% -9.23% -0.71% 10.95% Other Miscellaneous 0.46% 0.37% 0.41% 0.42% 51.88% -19.90% 21.84% -14.14% Total Telephone Revenues 46.89% 53.63% 47.53% 56.11% 7.80% 8.62% 5.00% 7.35% Cable Television Revenues 7.91% 3.40% 8.23% 3.61% 187.08% 2.13% 182.91% 2.32% ShenTel Service Revenues 6.70% 7.84% 6.75% 6.99% 5.36% 63.56% 19.73% 29.01% Leasing Revenues 0.04% 0.07% 0.05% 0.08% -24.27% -22.34% -24.30% -22.12% Mobile Revenues 27.85% 27.82% 27.16% 26.20% 23.41% 37.05% 28.49% 33.31% PCS Revenues 5.95% 1.15% 5.20% 0.61% 536.05% N/A 961.56% N/A Long Distance Revenues 2.74% 4.03% 3.05% 4.33% -16.25% -8.56% -12.58% -6.29% Network Revenues 1.91% 2.05% 2.02% 2.07% 14.89% 8.04% 20.89% 2.68% ----- ----- ----- ----- ----- ----- ----- ----- Total Revenues and Sales 100.00% 100.00% 100.00% 100.00% 23.29% 18.77% 23.96% 14.14%
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 Nine months Three months Nine months ended June 30 ended June 30 ended June 30 ended June 30 1997 1996 1997 1996 1997-96 1996-95 1997-96 1996-95 OPERATING EXPENSES Cost of Products and Services Sold 6.05% 7.23% 5.94% 5.41% 3.10% 225.69% 36.10% 110.69% Line Costs 1.22% 1.46% 1.28% 1.74% 2.78% -32.70% -9.24% -21.56% Plant Specific 8.78% 9.71% 8.77% 9.02% 11.42% 47.97% 20.47% 23.21% Plant Non-Specific: Network & Other 13.72% 13.83% 13.61% 12.86% 22.29% 83.19% 31.17% 73.01% Depreciation and Amortization 14.78% 13.21% 15.31% 13.48% 37.91% 18.30% 39.14% 17.02% Customer Operations 14.02% 12.92% 13.85% 13.25% 33.77% 34.15% 29.58% 38.82% Corporate Operations 8.24% 9.02% 8.56% 9.05% 12.58% 16.97% 17.27% 15.77% Other Operating Income & Expenses 2.23% 0.77% 2.30% 0.78% 259.78% 11.23% 264.27% 4.98% Taxes other than income 1.32% 1.43% 1.38% 1.61% 14.09% 16.29% 6.73% 19.25% ----- ----- ---- ----- ----- ----- ----- ------ Total Operating Expenses 70.35% 69.59% 70.81% 67.21% 24.65% 42.20% 30.62% 33.03% Operating income 29.65% 30.41% 29.19% 32.79% 20.17% -13.74% 10.32% -11.58% Gain on Sale of Investment 0.00% 0.00% 0.00% 1.24% N/A 0.00% -100.00% -73.83% Non-operating income less expenses 5.31% 5.64% 4.00% 4.37% 16.11% 28.14% 13.37% 10.84% Interest expense 5.10% 2.61% 5.06% 2.39% 140.82% -2.21% 162.36% -16.17% ----- ----- ----- ----- ------ ----- ------ ----- Income before taxes 29.86% 33.45% 28.12% 36.02% 10.07% -18.65% -3.21% -18.85% 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 Nine months Three months Nine months ended June 30 ended June 30 ended June 30 ended June 30 1997 1996 1997 1996 1997-96 1996-95 1997-96 1996-95 Provision for income taxes 9.52% 11.27% 8.94% 12.16% 4.13% -19.28% -8.80% -20.69% ----- ----- ----- ----- ----- ----- ----- ----- Net income before minority interest 20.34% 22.17% 19.18% 23.86% 13.09% -18.33% -0.36% -17.88% Minority interest -3.82% -2.89% -3.57% -2.67% 63.09% 4.97% 66.21% 12.84% Net Income 16.52% 19.28% 15.60% 21.19% 5.60% -20.96% -8.73% -20.60% ===== ===== ===== ===== ===== ===== ===== ===== 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 recent 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 46.9% of revenue and the cellular dominated operations of the Mobile subsidiary, accounting for 27.9% 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 regulated telephone subsidiary's largest source of revenue continues to be for access to the local exchange network by interexchange carriers. The volume for approximately two-thirds of these access revenues typically tracks with changes in minutes of use. The minutes of use during the first nine months and the third quarter of 1997 increased 4.4% and 6.4% respectively from the total minutes of use in comparative periods in 1996. However, a change in the mix of minutes of use between the interstate and intrastate jurisdictions, in combination with higher than normal demand in early 1996 due to unusual weather conditions, limited the revenue increase to 2.8% year-to-date. In the third quarter the increase in associated revenues was 7.2%. Third quarter cable television revenues increased 187.1% over the third quarter of 1996. The year-to-date increase was 182.9%. The increase was due to the acquisition of the CATV assets owned by FontierVision Operating Partnership located in our service area on September 30, 1996. 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 third quarter of 1997 compared to 1996 was 5.36%. The year-to-date increase is 19.73%. This is principally due to increases in Internet Service revenues stemming from customer growth. Third quarter 1997 revenues from our Internet Service operations were up $120,408 or 97.6% compared to the third quarter of 1996. The year-to-date increase in Internet revenues is $327,292 or 105.8%. The Mobile revenues are mainly comprised of revenues from cellular services. Third quarter 1997 local cellular revenues increased $394,507 or 22.6% compared to the same period in 1996. The year-to-date increase is $1,247,511 or 26.9%. The increase in cellular revenues was due to an increase in the local customer base, as well as increased use by other providers' customers roaming in our network. Total revenues from the Cellular operation accounted for 26.6% of total Company revenues in the third quarter and 25.9% year-to-date. PCS revenues increased $478,586 or 536.1% in the third quarter compared to the third quarter of 1996. The year-to-date increase is $1,186,458 or 961.6%. The PCS network was turned up at the beginning of 1995. Work continues on the expansion of this network. Total payroll costs (including capitalized costs) in the third quarter of 1997 increased by $239,230 or 18.2% compared to the same period in 1996. The third quarter increase is primarily due to additions of personnel in the PCS subsidiary as its sales force grows with the opening of new retail stores. The year-to-date increase is $298,230 or 7.8%. The first quarter of 1997 payroll costs were less than the first quarter 1996 costs 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. 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 3.1% in the third quarter compared to the same period in 1996. The year-to-date increase is 36.1%. This is due primarily to an increase in the volume of PCS phones sold, a direct result of network coverage expansion. Plant Specific expenses consist mainly of maintenance to the Company's plant in service. This expense category increased 11.4% in the third quarter compared to the third quarter of 1996. The year-to-date increase is 20.5%. These increases are due primarily to increased maintenance to the CATV assets acquired from FrontierVision, and rents paid for new retail outlets and PCS equipment sites. The expense category Network and Other consists primarily of network support, engineering, and leased facilities costs. These costs increased 22.3% in the third quarter compared to the third quarter of 1996. The year-to-date increase is 31.2%. These increases are primarily due to increased incollect roaming costs in the cellular operation, and increases in leased facilities and switching costs in the PCS operation due to network expansion. Depreciation and Amortization, our largest expense category, was 37.9% higher in the third quarter of 1997 compared to the same period in 1996. The year-to-date increase is 39.1%. Due mainly to the acquisition of the CATV assets of FrontierVision, depreciation and amortization expense for the CATV operation has increased $131,526 or 211.5% in the third quarter and $395,287 or 215.3% for the first nine months over the same periods in 1996. Continuing plant acquisition for the PCS network added $81,569 in the third quarter and $280,013 year-to-date compared to 1996. The percentage increases are 117.1% and 171.8% respectively. Customer operations increased 33.8% for the quarter and 29.6% year-to-date compared to the same periods 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 12.6% in the third quarter and 17.3% year-to-date compared to the same periods 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. PAGE SHENANDOAH TELECOMMUNICATIONS COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS (Continued) The Other Operating Expense category consists of royalty expense paid to programming providers for the Cable Television subsidiary. The increase in these expenses compared with 1996 is due to the acquisition of the Shenandoah County CATV assets of FrontierVision on September 30, 1996. Interest expense has increased 140.8% in the third quarter compared to the third quarter of 1996 and increased 162.4% year-to-date compared to the first nine months of 1996. The Company began drawing funds on the CoBank note (described below) in the third quarter of 1996. Draws on this note at September 30, 1997 equaled $14,570,588. 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. In April the Board approved a $2 million line of credit with First Union Bank and in July the Board approved a $5 million line of credit with CoBank. No draws have been made on these lines of credit as of September 30, 1997. The Company budgeted capital expenditures of approximately $11,500,000 for our other subsidiaries for 1997. These capital needs will be met through internally generated cash flows and the existing Rural Telephone Bank (RTB) note. A draw of $573,000 was made on the RTB note in July 1997. The loan agreement with the RTB allows for additional borrowings of approximately $2,800,000. Expenditures of these loan funds is limited to capital projects for the regulated local exchange carrier. PAGE SHENANDOAH TELECOMMUNICATIONS COMPANY PART II OTHER INFORMATION ITEM 4. Submission of Matters to a Vote of Security Holders None ITEM 6. Exhibits and Reports on Form 8-K A. Exhibit No. 27 - Financial Data Schedule B. No reports on Form 8-K were filed for the period covered by this report. 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) November 10, 1997 CHRISTOPHER E. FRENCH Christopher E. French President November 10, 1997 LAURENCE F. PAXTON Laurence F. Paxton Vice President - Finance
 

5 9-MOS DEC-31-1997 SEP-30-1997 5,927,313 6,275,638 5,541,459 0 4,047,523 16,436,054 72,370,977 24,478,413 86,365,562 5,363,139 25,497,905 0 0 4,740,677 42,465,620 86,365,562 0 22,797,952 1,353,657 16,144,289 814,841 0 1,154,001 6,411,639 2,039,180 6,653,663 0 0 0 3,557,618 .95 .95