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


                               September 8, 2000
                Date of Report (Date of earliest event reported)



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



         Virginia                      0-9881                 54-116807
(State or other jurisdiction       (Commission              (IRS Employer
of incorporation)                   File No.)               Identification No.)



PO Box 459, Edinburg, Virginia                                     22824
(Address of principal executive offices)                         (Zip Code)



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



                                 Not Applicable
         (Former name or former address, if changed since last report.)



Item 5.      Other Events

     On September 8, 2000, Shenandoah Telecommunications Company (Shenandoah) in
     connection  with  its  subsidiaries,   Shenandoah  Personal  Communications
     Company and Shenandoah  Mobile  Company,  signed a Letter of Intent to sell
     its  GSM-based  PCS network to  VoiceStream  Wireless  Corporation  and/or
     its  affiliates  and  Cook  Inlet/VoiceStream  GSM  IV PCS  LLC  and/or its
     affiliates. In addition to the network,  Shenandoah also intends to sell to
     the same parties its two 10-MHZ PCS licenses in the Winchester, VA Basic
     Trading Area (BTA), and its 15-MHZ PCS license in the Harrisonburg, VA BTA.
     The total transaction will be valued at approximately $6.5 million.

     Shenandoah,  a Sprint PCS network partner, will continue to be a CDMA-based
     PCS provider as part of the Sprint PCS network.  Proceeds  from the sale of
     the GSM network  will be used to help fund the  build-out  of  Shenandoah's
     CDMA network,  currently  expanding in the Harrisburg,  PA market area. The
     Company and its subsidiaries  will retain ownership of all of its presently
     owned tower sites,  and will lease space on these towers to VoiceStream and
     its affiliates for the continued operation of the GSM network.

     In June  2000,  the  Company  recorded  a  one-time  impairment  charge  in
     anticipation  of the sale of its GSM  network.  As a  result,  there are no
     additional  material  earnings  impacts  anticipated  from the transaction.
     Closing  of  the  transaction  is  subject  to  execution  of a  definitive
     agreement, regulatory approvals, and other customary closing conditions.

     This report  contains  forward-looking  information.  This  information  is
     subject to certain risks and uncertainties  that could cause actual results
     to differ materially from those anticipated.  Factors that might cause such
     differences  include,  but are  not  limited  to  changes  in the  interest
     environment;  management's  business strategy;  national,  regional,  local
     market  conditions;  and  legislative  and regulatory  conditions.  Readers
     should not place undue reliance on this forward-looking information,  which
     reflect  management's  view  only  as  of  the  date  hereof.  The  Company
     undertakes   no  obligation   to  publicly   revise  this   forward-looking
     information to reflect subsequent events or circumstances.




                                   SIGNATURES


     Pursuant to the  requirements  of the  Securities  Exchange Act of 1934, as
amended,  the  Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.


                                SHENANDOAH TELECOMMUNICAITONS COMPANY




                                By:/s/ CHRISTOPHER E. FRENCH
                                   Christopher E. French
                                   President

Date:  September 25, 2000