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


                                January 11, 2001
                Date of Report (Date of earliest event reported)



                      SHENANDOAH TELECOMMUNICATIONS 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 January 11,  2001,  Shenandoah  Telecommunications  Company  (Shenandoah)  in
connection with its subsidiaries, Shenandoah Personal Communications Company and
Shenandoah  Mobile  Company,  completed  the sale of its  GSM-based  PCS network
equipment to VoiceStream Wireless Corporation and its affiliates. In addition to
the equipment,  Shenandoah  sold 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  value was 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
equipment  and PCS  licenses  will be used  in  part to fund  the  build-out  of
Shenandoah's  CDMA network,  currently  expanding in the  Harrisburg,  PA market
area. A portion of the proceeds will also be used to refund  approximately  $3.9
million  that was advance by Sprint PCS to the Company for  assistance  with the
GSM to CDMA conversion.

The Company and its  subsidiaries  retained  ownership  of all of its  presently
owned  tower  sites,  and  will  lease  space  on  approximately  30  towers  to
VoiceStream and its affiliates for the continued operation of the GSM network.

As  previously  disclosed  in our June 30,  2000 10-Q,  the  Company  recorded a
one-time impairment charge of $673,000 in anticipation of this transaction. As a
result, there was no further material earnings impact.

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/ LAURENCE F PAXTON
                                     Laurence F. Paxton
                                     Vice-President Finance

Date:  January 17, 2001