Mail Stop: 3720- CF/AD 11

Via U.S. Mail and Fax 540-984-3763

								March 6, 2006

Mr. Earle A. Mackenzie, Executive Vice President and Chief
Financial
Officer
Shenandoah Telecommunications Co.
500 Shentel Way
PO Box 459
Edinburg, VA 22824

Re:	Shenandoah Telecommunications Co.
Item 4.02(a) of Form 8-K
      Filed on February 28, 2006
      File No. 0-9881

Dear Mackenzie:

      We have reviewed your filing and have the following
accounting
comments.  Where indicated, we think you should revise your
document
in response to these comments.  If you disagree, we will consider
your explanation as to why our comment is inapplicable or a
revision
is unnecessary.  Please be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide
us
with more information so that we may better understand your
disclosure.  Please understand that we may have additional
comments
after reviewing your amendment and responses to our comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

	Please tell us if your certifying officers have considered
the
effect of the error on the adequacy of your disclosure controls
and
procedures as of the end of the fiscal years ended December 31,
2004,
and 2003 and all quarters in 2004 and the first three quarters of
the
year ended December 31, 2005.

      We note that you intend to file restated financial
statements.
Please tell us how, and when, you will file them.

Shenandoah Telecommunications Co.
March 2, 2006
Page 2

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

       As appropriate, please amend your filing and respond to
these
comments within five business days or tell us when you will
respond.
You may wish to provide us with marked copies of the amendment to
expedite our review.

	You may contact Gopal Dharia, Staff Accountant, at (202) 551-
3353 or Terry French, Accountant Branch Chief, at (202) 551-3828
if
you have questions regarding comments on the Form 8-K.

							Sincerely,


							Terry French
							Accountant Branch Chief