Registration Statement No. 33-____________
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                              --------------------

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                              --------------------

                          SHENANDOAH TELECOMMUNICATIONS
                                     COMPANY
             (Exact name of Registrant as specified in its Charter)


           Virginia                                     54-1162807
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                              124 South Main Street
                            Edinburg, Virginia 22824
           (Address of principal executive office, including zip code)

                          SHENANDOAH TELECOMMUNICATIONS
                          COMPANY STOCK INCENTIVE PLAN
                            (Full title of the Plan)
                              --------------------

                              Christopher E. French
                                    President
                              124 South Main Street
                            Edinburg, Virginia 22824
                                 (540) 984-5209
 (Name, address and telephone number including, area code, of agent for service)

                                 With copies to:

                             Kevin J. Buckley, Esq.
                                Hunton & Williams
                              951 East Byrd Street
                          Richmond, Virginia 23219-4074
                                  804-788-8200

                              --------------------
<TABLE>

                                             CALCULATION OF REGISTRATION FEE
========================================================================================================================
<CAPTION>
                                                       Proposed Maximum      Proposed Maximum
     Title of Securities           Amount to be         Offering Price           Aggregate             Amount of
       to be Registered             Registered           Per Share(1)        Offering Price(1)     Registration Fee
------------------------------------------------------------------------------------------------------------------------
<S> <C>
Common Stock, no par                  240,000
value per share                       Shares                $21.98              $5,275,200              $1,599

========================================================================================================================
</TABLE>

         (1) Estimated solely for the purpose of computing the registration fee.
This  amount was  calculated  pursuant to Rule 457(c) on the basis of $21.86 per
share,  which was the  average  price per share for  purchases  and sales of the
Common Stock known  to the Company to  have occurred  during the calendar months
November and December 1996 and January 1997.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------



<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

         Not required to be filed with the  Securities  and Exchange  Commission
(the "Commission").

Item 2.  Registrant Information and Employee Plan Annual Information.

         Not required to be filed with the Commission.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents filed by Shenandoah  Telecommunications Company
(the "Company") with the Commission (file No. 0-9881) are incorporated herein by
reference and made a part hereof:  (i) the Company's  latest annual report filed
pursuant to Section  13(a) or 15(d) of the  Securities  Exchange Act of 1934, as
amended (the "Exchange  Act");  (ii) all other reports filed pursuant to Section
13(a) or 15(d) of the  Exchange  Act since the end of the fiscal year covered by
the annual report  referred to in (i) above;  and (iii) the  description  of the
Company's  Common  Stock  (the  "Common  Stock")  contained  in  a  registration
statement filed under the Exchange Act,  including any amendment or report filed
for the purpose of updating such description.

         All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date of the  Prospectus  and prior to the
filing of a post-effective  amendment that indicates that all securities offered
have been sold or that deregisters all securities then remaining  unsold,  shall
be deemed to be  incorporated  by reference in the  Prospectus  and to be a part
hereof from the date of filing of such documents.  Any statement  contained in a
document  incorporated  by  reference  herein  shall be deemed to be modified or
superseded  for  purposes  of the  Prospectus  to the  extent  that a  statement
contained  herein  or  in  any  other   subsequently   filed  document  that  is
incorporated by reference herein modifies or supersedes such earlier  statement.
Any such statement so modified or superseded  shall not be deemed,  except as so
modified or superseded, to constitute a part of the Prospectus.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         The  Virginia  Stock  Corporation  Act  permits,  and the  registrant's
Articles of Incorporation require, indemnification of the registrant's directors
and officers in a variety of  circumstances,  which may include  indemnification
for  liabilities  under the Securities Act of 1933, as amended (the  "Securities
Act").  Under Sections  13.1-697 and 13.1-702 of the Virginia Stock  Corporation
Act, a Virginia  corporation  generally is authorized to indemnify its directors
and officers in civil or criminal actions if they acted in good faith and

                                      II-2

<PAGE>
believed  their conduct to be in the best interests of the  corporation  and, in
the case of  criminal  actions,  had no  reasonable  cause to  believe  that the
conduct  was  unlawful.   The  Company's   Articles  of  Incorporation   require
indemnification  of directors and officers with respect to certain  liabilities,
expenses and other amounts imposed upon them by reason of having been a director
or officer,  except in the case of willful  misconduct or a knowing violation of
criminal law. In addition, the Company carries insurance on behalf of directors,
officers,  employees or agents that may cover  liabilities  under the Securities
Act. Section  13.1-692.1 of the Virginia Stock Corporation Act presently permits
the  elimination  of  liability  for damages of  directors  and  officers in any
proceeding  brought by or in the right of the Company or brought by or on behalf
of  stockholders  of the  Company,  except  for  liability  resulting  from such
person's  having  engaged in willful  misconduct  or a knowing  violation of the
criminal  law or  any  federal  or  state  securities  law,  including,  without
limitation,  any unlawful  insider trading or manipulation of the market for any
security.  The  Company's  Articles of  Incorporation  eliminate  liability  for
damages of its directors or officers, as permitted in Section 13.1-692.1, except
for  liability  resulting  from  any  such  person  having  engaged  in  willful
misconduct  or a knowing  violation  of the criminal law or any federal or state
securities law.  Sections  13.1-692.1 and 13.1-696 to -704 of the Virginia Stock
Corporation Act are hereby incorporated by reference herein.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

Exhibit No.
-----------

4.1      Shenandoah  Telecommunications  Company  Stock  Incentive  Plan  (filed
         herewith).

4.2      Amended  and  Restated   Articles  of   Incorporation   of   Shenandoah
         Telecommunications Company (filed herewith).

4.3      Bylaws of Shenandoah Telecommunications Company (filed herewith).

5        Opinion of Hunton & Williams as to the legality of the securities being
         registered (filed herewith).

23.1     Consent of Hunton & Williams (included in Exhibit 5).

23.2     Consent of McGladrey and Pullen (filed herewith).

23.3     Consent of S.B. Hoover & Company (filed herewith).

24       Powers of Attorney (included on signature page).


Item 9.  Undertakings

         (a)      The undersigned registrant hereby undertakes:

                  1.       To file,  during any period in which  offers or sales
are made, a post-effective amendment to this registration statement;

                           (i)      To  include  any   prospectus   required  by
                                    Section 10(a)(3) of the Securities Act;


                                      II-3

<PAGE>
                           (ii)     To  reflect in the  prospectus  any facts or
                                    events  arising after the effective  date of
                                    the  registration  statement  (or  the  most
                                    recent  post-effective   amendment  thereof)
                                    which,  individually  or in  the  aggregate,
                                    represent  a   fundamental   change  in  the
                                    information  set  forth in the  registration
                                    statement;

                           (iii)    To include  any  material  information  with
                                    respect  to the  plan  of  distribution  not
                                    previously  disclosed  in  the  registration
                                    statement  or any  material  change  in such
                                    information in the registration statement;

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the registrant  pursuant to
Section  13 or  Section  15(d) of the  Exchange  Act that  are  incorporated  by
reference in the registration statement.

                  2.       That,  for the purpose of  determining  any liability
under the Securities Act, each such post-effective  amendment shall be deemed to
be a new registration  statement relating to the securities offered therein, and
the offering of such  securities  at that time shall be deemed to be the initial
bona fide offering thereof.

                  3.       To   remove   from   registration   by   means  of  a
post-effective  amendment any of the securities  being  registered  which remain
unsold at the termination of the offering.

         (b) The undersigned  registrant hereby undertakes that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to Section 13(a) or 15(d) of the Exchange
Act (and,  where  applicable,  each filing of an employee  benefit plan's annual
report  pursuant to Section 15(d) of the Exchange Act) that is  incorporated  by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the registrant  pursuant to the provisions  described  under Item 6 above, or
otherwise, the registrant has been advised that in the opinion of the Commission
such  indemnification  is against  public policy as expressed in the  Securities
Act,  and  is,  therefore,   unenforceable.  In  the  event  that  a  claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act and will be governed by the final adjudication of such issue.




                                      II-4

<PAGE>



                                   SIGNATURES

         Pursuant to the  requirements  of the  Securities  Act, the  registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Edinburg,  Commonwealth of Virginia, on this 13th day
of February, 1997.

                                 SHENANDOAH TELECOMMUNICATIONS COMPANY
                                 (Registrant)


                                  By   /s/ Christopher E. French
                                      --------------------------------
                                      Christopher E. French
                                      President and Director


         Pursuant to the  requirements of the Securities Act, this  registration
statement has been signed by the following  persons in the capacities  indicated
on this 13th day of February,  1997. Each person whose  signature  appears below
hereby  authorizes the agent for service named in the registration  statement to
execute in the name of each such person,  and to file, any amendment,  including
any post-effective  amendment, to the registration statement making such changes
in the registration statement as the registrant deems appropriate,  and appoints
the agent for service as attorney-in-fact to sign in his behalf individually and
in each  capacity  stated  below  and file  all  amendments  and  post-effective
amendments to the registration statement.

         Signature                                          Title
         ---------                                          -----


By     /s/ Christopher E. French
      ----------------------------------
      Christopher E. French
      President and Director

By     /s/ Laurence F. Paxton
      ----------------------------------
      Laurence F. Paxton
      Vice President-Finance and
      Chief Financial Officer

By     /s/ Noel M. Borden
      ----------------------------------
      Noel M. Borden
      Director and Vice President

By     /s/ Dick D. Bowman
      ----------------------------------
      Dick D. Bowman
      Director and Treasurer

By     /s/ Harold Morrison, Jr.
      ----------------------------------
      Harold Morrison, Jr.
      Director and Secretary

By     /s/ Zane Neff
      ----------------------------------
      Zane Neff
      Director and Assistant Secretary

By     /s/ Ken L. Burch
      ----------------------------------
      Ken L. Burch
      Director

By
      ----------------------------------
      Philip M. Grabill, Jr.
      Director

By     /s/ Grover M. Holler, Jr.
      ----------------------------------
      Grover M. Holler, Jr.
      Director

By     /s/ James E. Zerkel, II
      ----------------------------------
      James E. Zerkel, II
      Director

<PAGE>

                                  EXHIBIT INDEX





Exhibit No.             Description
-----------             -----------

4.1              Shenandoah Telecommunications Company
                 Stock Incentive Plan (filed herewith).


4.2              Amended and Restated Articles of
                 Incorporation of Shenandoah
                 Telecommunications Company (filed
                 herewith).


4.3              Bylaws of Shenandoah
                 Telecommunications Company (filed
                 herewith).


5                Opinion  of  Hunton  &  Williams  
                 as to the  legality  of the  securities  
                 being registered (filed herewith).


23.1             Consent of Hunton & Williams (included 
                 in Exhibit 5).


23.2             Consent of McGladrey and Pullen (filed 
                 herewith).


23.3             Consent of S.B. Hoover & Company (filed
                 herewith).


24               Powers of Attorney (included on signature 
                 page).
[{"type": "S-8", "sequence": "1", "description": "COMPANY STOCK INCENTIVE PLAN", "secsgml_size_bytes": 17381}]
{"company-data": {"conformed-name": "SHENANDOAH TELECOMMUNICATIONS CO/VA/", "cik": "0000354963", "assigned-sic": "4813", "irs-number": "541162807", "state-of-incorporation": "VA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-21733", "film-number": "97530759"}, "business-address": {"street1": "PO BOX 459", "street2": "124 SOUTH MAIN ST", "city": "EDINBURG", "state": "VA", "zip": "22824", "phone": "7039845247"}, "mail-address": {"street1": "P O BOX 459", "city": "EDINBURG", "state": "VA", "zip": "22824"}}
Registration Statement No. 33-____________
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                              --------------------

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                              --------------------

                          SHENANDOAH TELECOMMUNICATIONS
                                     COMPANY
             (Exact name of Registrant as specified in its Charter)

           Virginia                                     54-1162807
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                              124 South Main Street
                            Edinburg, Virginia 22824
           (Address of principal executive office, including zip code)

                          SHENANDOAH TELECOMMUNICATIONS
                          COMPANY STOCK INCENTIVE PLAN
                            (Full title of the Plan)
                              --------------------

                              Christopher E. French
                                    President
                              124 South Main Street
                            Edinburg, Virginia 22824
                                 (540) 984-5209
 (Name, address and telephone number including, area code, of agent for service)

                                 With copies to:

                             Kevin J. Buckley, Esq.
                                Hunton & Williams
                              951 East Byrd Street
                          Richmond, Virginia 23219-4074
                                  804-788-8200

                              --------------------

                                             CALCULATION OF REGISTRATION FEE
========================================================================================================================
Proposed Maximum      Proposed Maximum
     Title of Securities           Amount to be         Offering Price           Aggregate             Amount of
       to be Registered             Registered           Per Share(1)        Offering Price(1)     Registration Fee
------------------------------------------------------------------------------------------------------------------------
Common Stock, no par                  240,000
value per share                       Shares                $21.98              $5,275,200              $1,599

========================================================================================================================
(1) Estimated solely for the purpose of computing the registration fee.
This  amount was  calculated  pursuant to Rule 457(c) on the basis of $21.86 per
share,  which was the  average  price per share for  purchases  and sales of the
Common Stock known  to the Company to  have occurred  during the calendar months
November and December 1996 and January 1997.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

         Not required to be filed with the  Securities  and Exchange  Commission
(the "Commission").

Item 2.  Registrant Information and Employee Plan Annual Information.

         Not required to be filed with the Commission.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents filed by Shenandoah  Telecommunications Company
(the "Company") with the Commission (file No. 0-9881) are incorporated herein by
reference and made a part hereof:  (i) the Company's  latest annual report filed
pursuant to Section  13(a) or 15(d) of the  Securities  Exchange Act of 1934, as
amended (the "Exchange  Act");  (ii) all other reports filed pursuant to Section
13(a) or 15(d) of the  Exchange  Act since the end of the fiscal year covered by
the annual report  referred to in (i) above;  and (iii) the  description  of the
Company's  Common  Stock  (the  "Common  Stock")  contained  in  a  registration
statement filed under the Exchange Act,  including any amendment or report filed
for the purpose of updating such description.

         All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date of the  Prospectus  and prior to the
filing of a post-effective  amendment that indicates that all securities offered
have been sold or that deregisters all securities then remaining  unsold,  shall
be deemed to be  incorporated  by reference in the  Prospectus  and to be a part
hereof from the date of filing of such documents.  Any statement  contained in a
document  incorporated  by  reference  herein  shall be deemed to be modified or
superseded  for  purposes  of the  Prospectus  to the  extent  that a  statement
contained  herein  or  in  any  other   subsequently   filed  document  that  is
incorporated by reference herein modifies or supersedes such earlier  statement.
Any such statement so modified or superseded  shall not be deemed,  except as so
modified or superseded, to constitute a part of the Prospectus.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         The  Virginia  Stock  Corporation  Act  permits,  and the  registrant's
Articles of Incorporation require, indemnification of the registrant's directors
and officers in a variety of  circumstances,  which may include  indemnification
for  liabilities  under the Securities Act of 1933, as amended (the  "Securities
Act").  Under Sections  13.1-697 and 13.1-702 of the Virginia Stock  Corporation
Act, a Virginia  corporation  generally is authorized to indemnify its directors
and officers in civil or criminal actions if they acted in good faith and

                                      II-2
believed  their conduct to be in the best interests of the  corporation  and, in
the case of  criminal  actions,  had no  reasonable  cause to  believe  that the
conduct  was  unlawful.   The  Company's   Articles  of  Incorporation   require
indemnification  of directors and officers with respect to certain  liabilities,
expenses and other amounts imposed upon them by reason of having been a director
or officer,  except in the case of willful  misconduct or a knowing violation of
criminal law. In addition, the Company carries insurance on behalf of directors,
officers,  employees or agents that may cover  liabilities  under the Securities
Act. Section  13.1-692.1 of the Virginia Stock Corporation Act presently permits
the  elimination  of  liability  for damages of  directors  and  officers in any
proceeding  brought by or in the right of the Company or brought by or on behalf
of  stockholders  of the  Company,  except  for  liability  resulting  from such
person's  having  engaged in willful  misconduct  or a knowing  violation of the
criminal  law or  any  federal  or  state  securities  law,  including,  without
limitation,  any unlawful  insider trading or manipulation of the market for any
security.  The  Company's  Articles of  Incorporation  eliminate  liability  for
damages of its directors or officers, as permitted in Section 13.1-692.1, except
for  liability  resulting  from  any  such  person  having  engaged  in  willful
misconduct  or a knowing  violation  of the criminal law or any federal or state
securities law.  Sections  13.1-692.1 and 13.1-696 to -704 of the Virginia Stock
Corporation Act are hereby incorporated by reference herein.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

Exhibit No.
-----------

4.1      Shenandoah  Telecommunications  Company  Stock  Incentive  Plan  (filed
         herewith).

4.2      Amended  and  Restated   Articles  of   Incorporation   of   Shenandoah
         Telecommunications Company (filed herewith).

4.3      Bylaws of Shenandoah Telecommunications Company (filed herewith).

5        Opinion of Hunton & Williams as to the legality of the securities being
         registered (filed herewith).

23.1     Consent of Hunton & Williams (included in Exhibit 5).

23.2     Consent of McGladrey and Pullen (filed herewith).

23.3     Consent of S.B. Hoover & Company (filed herewith).

24       Powers of Attorney (included on signature page).

Item 9.  Undertakings

         (a)      The undersigned registrant hereby undertakes:

                  1.       To file,  during any period in which  offers or sales
are made, a post-effective amendment to this registration statement;

                           (i)      To  include  any   prospectus   required  by
                                    Section 10(a)(3) of the Securities Act;

                                      II-3
(ii)     To  reflect in the  prospectus  any facts or
                                    events  arising after the effective  date of
                                    the  registration  statement  (or  the  most
                                    recent  post-effective   amendment  thereof)
                                    which,  individually  or in  the  aggregate,
                                    represent  a   fundamental   change  in  the
                                    information  set  forth in the  registration
                                    statement;

                           (iii)    To include  any  material  information  with
                                    respect  to the  plan  of  distribution  not
                                    previously  disclosed  in  the  registration
                                    statement  or any  material  change  in such
                                    information in the registration statement;

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the registrant  pursuant to
Section  13 or  Section  15(d) of the  Exchange  Act that  are  incorporated  by
reference in the registration statement.

                  2.       That,  for the purpose of  determining  any liability
under the Securities Act, each such post-effective  amendment shall be deemed to
be a new registration  statement relating to the securities offered therein, and
the offering of such  securities  at that time shall be deemed to be the initial
bona fide offering thereof.

                  3.       To   remove   from   registration   by   means  of  a
post-effective  amendment any of the securities  being  registered  which remain
unsold at the termination of the offering.

         (b) The undersigned  registrant hereby undertakes that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to Section 13(a) or 15(d) of the Exchange
Act (and,  where  applicable,  each filing of an employee  benefit plan's annual
report  pursuant to Section 15(d) of the Exchange Act) that is  incorporated  by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the registrant  pursuant to the provisions  described  under Item 6 above, or
otherwise, the registrant has been advised that in the opinion of the Commission
such  indemnification  is against  public policy as expressed in the  Securities
Act,  and  is,  therefore,   unenforceable.  In  the  event  that  a  claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act and will be governed by the final adjudication of such issue.

                                      II-4
SIGNATURES

         Pursuant to the  requirements  of the  Securities  Act, the  registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Edinburg,  Commonwealth of Virginia, on this 13th day
of February, 1997.

                                 SHENANDOAH TELECOMMUNICATIONS COMPANY
                                 (Registrant)

                                  By   /s/ Christopher E. French
                                      --------------------------------
                                      Christopher E. French
                                      President and Director

         Pursuant to the  requirements of the Securities Act, this  registration
statement has been signed by the following  persons in the capacities  indicated
on this 13th day of February,  1997. Each person whose  signature  appears below
hereby  authorizes the agent for service named in the registration  statement to
execute in the name of each such person,  and to file, any amendment,  including
any post-effective  amendment, to the registration statement making such changes
in the registration statement as the registrant deems appropriate,  and appoints
the agent for service as attorney-in-fact to sign in his behalf individually and
in each  capacity  stated  below  and file  all  amendments  and  post-effective
amendments to the registration statement.

         Signature                                          Title
         ---------                                          -----

By     /s/ Christopher E. French
      ----------------------------------
      Christopher E. French
      President and Director

By     /s/ Laurence F. Paxton
      ----------------------------------
      Laurence F. Paxton
      Vice President-Finance and
      Chief Financial Officer

By     /s/ Noel M. Borden
      ----------------------------------
      Noel M. Borden
      Director and Vice President

By     /s/ Dick D. Bowman
      ----------------------------------
      Dick D. Bowman
      Director and Treasurer

By     /s/ Harold Morrison, Jr.
      ----------------------------------
      Harold Morrison, Jr.
      Director and Secretary

By     /s/ Zane Neff
      ----------------------------------
      Zane Neff
      Director and Assistant Secretary

By     /s/ Ken L. Burch
      ----------------------------------
      Ken L. Burch
      Director

By
      ----------------------------------
      Philip M. Grabill, Jr.
      Director

By     /s/ Grover M. Holler, Jr.
      ----------------------------------
      Grover M. Holler, Jr.
      Director

By     /s/ James E. Zerkel, II
      ----------------------------------
      James E. Zerkel, II
      Director
EXHIBIT INDEX

Exhibit No.             Description
-----------             -----------

4.1              Shenandoah Telecommunications Company
                 Stock Incentive Plan (filed herewith).

4.2              Amended and Restated Articles of
                 Incorporation of Shenandoah
                 Telecommunications Company (filed
                 herewith).

4.3              Bylaws of Shenandoah
                 Telecommunications Company (filed
                 herewith).

5                Opinion  of  Hunton  &  Williams  
                 as to the  legality  of the  securities  
                 being registered (filed herewith).

23.1             Consent of Hunton & Williams (included 
                 in Exhibit 5).

23.2             Consent of McGladrey and Pullen (filed 
                 herewith).

23.3             Consent of S.B. Hoover & Company (filed
                 herewith).

24               Powers of Attorney (included on signature 
                 page).