SecProbe.io

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Shenandoah Telecommunications Company

500 Shentel Way

Edinburg, Virginia 22824

March 9, 2026

VIA EDGAR AND EMAIL

Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Attention: Mr. Matthew Derby

    Re:
    Acceleration Request of Shenandoah Telecommunications Company

Registration Statement on Form S-3 (File No. 333-293774)

CIK No. 0000354963

Dear Mr. Derby:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Shenandoah Telecommunications
Company, a Virginia corporation, hereby requests that the effective date of the above-referenced Registration Statement be accelerated
so that it may become effective at 5:00 p.m., Eastern time, on March 11, 2026, or as soon thereafter as practicable.

Once the Registration Statement has been declared effective, please orally confirm that event
with our counsel, Hunton Andrews Kurth LLP, by telephoning Mayme Donohue at (804) 787-8021.

Thank you for your attention to this matter.

    Very truly yours,

    SHENANDOAH TELECOMMUNICATIONS COMPANY

    By:

    /s/ James J. Volk

    James J. Volk

    Senior Vice President-Chief Financial Officer (Principal Financial Officer)

March 4, 2026
Jim Volk
Chief Financial Officer
SHENANDOAH TELECOMMUNICATIONS CO/VA/
500 Shentel Way
Edinburg, VA 22824
Re:SHENANDOAH TELECOMMUNICATIONS CO/VA/
Registration Statement on Form S-3
Filed February 26, 2026
File No. 333-293774
Dear Jim Volk:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Matthew Derby at 202-551-3334 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology

Mail Stop 3720

February 15 , 2017

Christopher French
Chief Executive Officer
Shenandoah Telecommunications  Company
500 Shentel Way
Edinburg, VA  22824

Re: Shenandoah Telecommunications  Company
 Form 10-K for Fiscal Year End December 31, 2015
Filed February 26, 2016
File No. 000-09881

Dear Mr. French :

We have completed our review of your filings.  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence of action by the staff .

Sincerely,

 /s/ Terry French for

Carlos Pacho
Senior Assistant Chief Accountant
AD Office  11 - Telecommunications

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January 31, 2017

BY EDGAR

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attn: Mr. Terry French, Accounting Branch Chief

RE:

Shenandoah Telecommunications Company

Form 10-K for Fiscal Year Ended December 31, 2015

Filed February 26, 2016

Form 10-Q for Fiscal Quarter Ended September 30, 2016

Filed November 7, 2016

File No. 000-09881

Dear Mr. French:

This letter is submitted on behalf of Shenandoah Telecommunications Company (the “Company”) in response to the comment letter (the “Comment Letter”) of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated December 29, 2016, regarding the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 and the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2016.

Set forth below is the response of the Company to the comment of the Staff.  For ease of reference, the Staff comment has been reproduced in its entirety in bold italics.

Form 10-Q for Fiscal Quarter Ended September 30, 2016

Management’s Discussion and Analysis of Financial Condition and Results of Operation

Non-GAAP Financial Measure, page 42

We note you adjust your GAAP accrual of the Sprint management fee to arrive at Adjusted OIBDA and Continuing OIBDA.  Please note that Question 100.04 of the updated Compliance and Disclosure Interpretations on non-GAAP financial measures issued May 17, 2016 specifically states that non-GAAP measures that substitute individually tailored recognition and measurement methods for any financial statement line item for those of GAAP could violate Rule 100(b) of Regulation G.  Please tell us how your presentation of Adjusted OIBDA and Continuing OIBDA here and in your quarterly earnings release is consistent with this guidance.

500 SHENTEL WAY • P.O. BOX 459 • EDINBURG, VIRGINIA 22824-0459

Company Response:

The Company has three reportable segments organized by line of business: (i) Wireless, (ii) Cable, and (iii) Wireline.  The Wireless segment includes a subsidiary that derives its operating revenues from an affiliate agreement with Sprint Corporation (“Sprint”).  Pursuant to this affiliate agreement (the “Sprint Affiliate Contract”), the Company’s end user wireless customers have a contractual relationship with Sprint.  Sprint bills the wireless customers, provides telephonic customer care, long distance services, equipment financing, a national network platform, national advertising and access to its vendors.  The Company provides the local network, sales and service and local advertising to these wireless customers.  The Sprint Affiliate Contract provides that Sprint retains a percentage of the net billings to the wireless customers the Company serves in its footprint and transfers the remaining percentage of the net billings to the Company.  The Company accounts for the fees retained by Sprint pursuant to the Sprint Affiliate Contract as a contra-revenue.

On May 6, 2016, the Company completed its acquisition of NTELOS Holdings Corp. (“nTelos”).  Concurrently with completion of the nTelos acquisition, the Company entered into various agreements with an affiliate of Sprint, pursuant to which Sprint agreed to (i) expand the Company’s affiliate relationship to include most of nTelos’ former territory, (ii) place nTelos’ existing customers within that territory under the Sprint Affiliate Contract, (iii) increase the potential buyout at the end of the Sprint Affiliate Contract term and (iv) extend the Sprint Affiliate Contract for an additional five years.  In exchange, the Company agreed to (i) migrate the nTelos customers to Sprint and Sprint’s billing platforms, (ii) transfer the spectrum licenses acquired from nTelos to Sprint and (iii) upgrade the acquired nTelos network from 3G to 4G and enhance the coverage and capacity of the acquired nTelos network in other ways.  Given the considerable cost to the Company required for these undertakings, Sprint agreed to reduce the percentage of the net billings to which it would otherwise be entitled by up to $4.2 million per month until the cumulative amount of the reduction totals approximately $251.8 million.

Because the benefit of the amended Sprint Affiliate Contract can be enjoyed over the remaining life of the extended term of the Sprint Affiliate Contract, or through 2029, the Company has, in accordance with U.S. generally accepted accounting principles (“GAAP”), accounted for the reduction in fees retained by Sprint on a straight-line basis through 2029.  Nevertheless, the Company anticipates that it will exhaust the full amount of the fee reduction by reaching the approximately $251.8 million limit within five or six years.

Given the complex nature of the three way transaction with Sprint and nTelos, the Company believes that providing this supplemental information is important for investors to better understand our financial statements.  Additionally, several of the Company’s investors have contacted the Company to request supplemental financial information and measures concerning the amended Sprint Affiliate Contract.  Specifically, these investors have told the Company’s management that they see Sprint’s support of this transaction as additional funding for the initial acquisition of nTelos or a very significant element of the return on this $665.4 million (net of cash acquired) acquisition price and the Company’s related plans to spend over $200 million upgrading the acquired nTelos network and over $130 million of expected acquisition, integration and migration costs.

To provide more clarity to this complex transaction and to respond to these investor requests, following the completion of the nTelos acquisition, the Company began providing a revised Adjusted OIBDA financial measure and a new Continuing OIBDA financial measure.  Both Adjusted OIBDA and Continuing OIBDA are non-GAAP financial measures, and are provided as supplements to, but not substitutions for, GAAP measures.

In the Company’s Form 10-Q for the quarterly period ended September 30, 2016 (the “Form 10-Q”), Adjusted OIBDA is defined as operating income (loss) before depreciation and amortization, adjusted to exclude the effects of certain non-recurring transactions; impairment of assets; gains and losses on asset sales; straight-line adjustments for the waived management fee; amortization of the affiliate agreement expansion asset; and share-based compensation expense.  Although the Company has disclosed Adjusted OIBDA for a number of years, the straight-line adjustment for the waived management fee was added beginning with the Company’s Form 10-Q for the quarterly period ended June 30, 2016 (i.e., the first reporting period following the amendment to the Sprint Affiliate Contract).  Continuing OIBDA is defined as Adjusted OIBDA, less the benefit received from the waived management fee by Sprint over the anticipated five to six–year period.  Like the revised version of Adjusted OIBDA, Continuing OIBDA was added beginning with the Company’s Form 10-Q for the quarterly period ended June 30, 2016.

In order to arrive at Adjusted OIBDA, the Company adds back the straight-line adjustment for the waived management fee to reflect the full cash benefit in the period received.  The Company believes this view is helpful in order to assess the Company’s current cash benefit from the Sprint fee reduction.  Then, in order to arrive at Continuing OIBDA, the Company subtracts the full cash benefit that the Company received as a result of the Sprint fee waiver to reflect a result that otherwise would have been obtained assuming the absence of Sprint fee reduction for the current period.  The Continuing OIBDA measurement highlights the fact that the reduction is temporary and ends when the benefit totals approximately $251.8 million.  Additionally, the Company believes the Continuing OIBDA measurement, without the cash benefit of the Sprint fee reduction, affords investors a transparent year-over-year comparison.  Given the significance of this fee reduction relative to the Company’s results, the Company sees these disclosures as giving additional clarity to the benefit of the Sprint fee reduction, through the Adjusted OIBDA disclosure, and its limited duration, through the Continuing OIBDA.

The Company took a number of steps to ensure readers of the Company’s financial statements are not misled by the use of these non-GAAP financial measures.  First, the Form 10-Q, on a GAAP basis, provides the following tables outlining the various components of the service revenue line of the income statement, including the fee reduction and the straight line adjustment.

From page 34 of Form 10-Q:

Service Revenues

Wireless service revenue increased $63.2 million, or 132.3%, for the three months ended September 30, 2016, compared to the comparable 2015 period. See table below.

(in thousands)

Three Months Ended

September 30,

Change

Service Revenues

2016

2015

$

%

Postpaid net billings (1)

$

97,470

$

45,864

$

51,606

112.5

Sprint fees

Management fee

(7,919

)

(3,687

)

(4,232

)

114.8

Net Service fee

(6,745

)

(6,453

)

(292

)

4.5

Waiver of management fee

7,996

—

7,996

NM

(6,668

)

(10,140

)

3,472

(34.2

)

Prepaid net billings

Gross billings

25,156

12,760

12,396

97.1

Sprint management fee

(1,521

)

(766

)

(755

)

NM

Waiver of management fee

1,521

—

1,521

NM

25,156

11,994

13,162

109.7

Travel and other revenues

5,276

75

5,201

NM

Accounting adjustments

Amortization of expanded affiliate agreement

(5,593

)

—

(5,593

)

NM

Straight-line adjustment - management fee waiver

(4,640

)

—

(4,640

)

NM

(10,233

)

—

(10,233

)

NM

Total Service Revenues

$

111,001

$

47,793

$

63,208

132.3

(1) Postpaid net billings are defined under the terms of the affiliate contract with Sprint to be the gross billings to customers within our service territory less billing credits and adjustments and allocated write-offs of uncollectible accounts.

From page 36 of Form 10-Q:

Service Revenues

Wireless service revenue increased $105.1 million, or 72.5%, for the nine months ended September 30, 2016, compared to the comparable 2015 period. See table below.

(in thousands)

Nine Months Ended

September 30,

Change

Service Revenues

2016

2015

$

%

Postpaid net billings

$

218,327

$

139,342

$

78,985

56.7

Sprint fees

Management fee

(17,914

)

(11,124

)

(6,790

)

61.0

Net Service fee

(15,986

)

(19,468

)

3,482

(17.9

)

Waiver of management fee

13,126

—

13,126

NM

(20,774

)

(30,592

)

9,818

(32.1

)

Prepaid net billings

Gross billings

58,744

38,255

20,489

53.6

Sprint management fee

(3,524

)

(2,305

)

(1,219

)

NM

Waiver of management fee

2,486

—

2,486

NM

57,706

35,950

21,756

60.5

Travel and other revenues

11,364

217

11,147

NM

Accounting adjustments

Amortization of expanded affiliate agreement

(8,883

)

—

(8,883

)

NM

Straight-line adjustment - management fee waiver

(7,687

)

—

(7,687

)

NM

(16,570

)

—

(16,570

)

NM

Total Service Revenues

$

250,053

$

144,917

$

105,136

72.5

These tables precede the non-GAAP financial measures and help provide readers full transparency into the Company’s GAAP accounting and financial reporting.  Additionally, immediately prior to providing the Adjusted OIBDA and Continuing OIBDA results, the “Non-GAAP Financial Measure” portion of the Form 10-Q provides clear disclosure regarding the supplemental nature of the non-GAAP measurements and their limitations as analytical tools.  In particular, the Company cautions investors in the Form 10-Q and quarterly earnings release that:

Adjusted OIBDA and continuing OIBDA have limitations as an analytical tool, and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP.  These limitations include the following:

·

they do not reflect capital expenditures;

·

many of the assets being depreciated and amortized will have to be replaced in the future and adjusted OIBDA and continuing OIBDA do not reflect cash requirements for such replacements;

·

they do not reflect costs associated with share-based awards exchanged for employee services;

·

they do not reflect interest expense necessary to service interest or principal payments on indebtedness;

·

they do not reflect gains, losses or dividends on investments;

·

they do not reflect expenses incurred for the payment of income taxes; and

·

other companies, including companies in our industry, may calculate adjusted OIBDA and continuing OIBDA differently than we do, limiting its usefulness as a comparative measure.

In light of these limitations, management considers adjusted OIBDA and continuing OIBDA as a financial performance measure that supplements but does not replace the information reflected in our GAAP results.

The language of Question 100.04 of the updated Compliance and Disclosure Interpretations on non-GAAP financial measures issued May 17, 2016 (“Question 100.04”) suggests that there can be instances where adjustments to revenue disclosures (similar to the Company’s “straight-line adjustments for the waived management fee”) may be appropriate if they provide information that is useful to investors and are presented in a manner that is not misleading.  As explained above, the Company’s objective in including the revised Adjusted OIBDA and Continuing OIBDA measures is to provide investors with greater visibility into its operating performance and transparent period-to-period comparability.  The Company believes it best achieves that objective by presenting these non-GAAP financial measures together with a clear disclosure of both the limited, supplemental purpose of such measures and reasons why management believes they provide useful information to investors.  Additionally, the Company views this information as supplemental in nature and not as a substitute for GAAP.

Based on the foregoing, the Company believes that the adjustments for the waived management fee related to Adjusted OIBDA and Continuing OIBDA are consistent with Question 100.04 and in compliance with Rule 100(b) of Regulation G.  In light of the comparability and transparency issues discussed above, we would respectfully request that the Staff consider whether future disclosure of the non-GAAP financial measures on that basis would be consistent with Question 100.04 and Rule 100(b) of Regulation G.

Please contact me at 540-984-5161 if you have any questions regarding the Company’s response.

Respectfully submitted,

Shenandoah Telecommunications Company

/s/ Adele M. Skolits

By:

Adele M. Skolits

Title:

Vice President - Finance and Chief Financial Officer

cc:

Carlos Pacho, Senior Assistant Chief Accountant

Jamie Kessel, Staff Accountant

Christopher French, Chief Executive Officer, Shenandoah Telecommunications Company

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January 10, 2017

BY EDGAR

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attn: Mr. Terry French, Accounting Branch Chief

RE:

Shenandoah Telecommunications Company

Form 10-K for Fiscal Year Ended December 31, 2015

Filed February 26, 2016

Form 10-Q for Fiscal Quarter Ended September 30, 2016

Filed November 7, 2016

File No. 000-09881

Dear Mr. French:

Shenandoah Telecommunications Company (the “Company”) acknowledges receipt of the comment letter (the “Comment Letter”) of the staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “Staff”), dated December 29, 2016, regarding the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 and the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2016.

The Comment Letter requires that the Company either respond to the comment in the Comment Letter within 10 business days or inform the Staff when the Company will respond.  This letter is to confirm a verbal request for an extension by the Company was granted by Ms. Jamie Kessel, Staff Accountant of the Staff, in a phone conversation on January 9, 2017.  The Company intends to respond to the Staff on or before January 31, 2017.  The Company greatly appreciates the Staff’s accommodation in this matter.

Please contact me at (540) 984-5040 if you have any questions regarding this letter.

Respectfully submitted,

Shenandoah Telecommunications Company

/s/ Raymond B. Ostroski

By:

Raymond B. Ostroski

Title:

Vice President – Legal and General Counsel

cc:

Carlos Pacho, Senior Assistant Chief Accountant

Jamie Kessel, Staff Accountant

Christopher French, Chief Executive Officer, Shenandoah Telecommunications Company

Adele Skolits, Chief Financial Officer, Shenandoah Telecommunications Company

500 SHENTEL WAY • P.O. BOX 459 • EDINBURG, VIRGINIA 22824-0459

Mail Stop 3720

December 29 , 2016

Christopher French
Chief Executive Officer
Shenandoah Telecommunications  Company
500 Shentel Way
Edinburg, VA  22824

Re: Shenandoah Telecommunications  Company
 Form 10-K for Fiscal Year End December 31, 2015
Filed February 26, 2016
Form 10 -Q for Fiscal Quarter Ended September 30, 2016
Filed  November  7, 2016
File No. 000-09881

Dear Mr. French :

We have limited our review  of your filing  to the financial statements and related
disclosures  and have the following comment .  In our comment , we  ask you to provide us with
information so we may better understand your disclosure.

Please respond to this comment  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comment applies  to your facts and circumstances, please tell us why in your response.

After reviewing your response to this comment , we may have  additional comments.

Form 10 -Q for Fiscal Quarter Ended September 30, 2016
Management’s Discussion and Analysis  of Financial Condition and Results of Operation
Non-GAAP Financial Measure , page 42

We note you adjust your GAAP accrual of  the Sprint management fee to arrive at
Adjusted OIBDA and Continuing OIBDA.  Please note that Question 100.04 of the
updated Compliance and Disclosure Interpretations on non -GAAP financial measures
issued May 17, 2016 specifically states that non -GAAP mea sures that substitute
individually tailored recognition and measurement methods for any financial statement
line item for those of GAAP could violate Rule 100(b) of Regulation G. Please tell us
how your presentation of Adjusted OIBDA and Continuing OIBDA h ere and in your
quarterly earnings release is consistent with this guidance.

Christopher French
Shenandoah Telecommunications Company
December 29, 2016
Page 2

 We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

You may contact Jamie Kessel , Staff Accountant,  at (202) 551 -3727 , Terry French ,
Accounting Branch Chief,  at (202) 551 -3828  or me at (202) 551 -3810  with any questions .

Sincerely,

 /s/ Terry French for

Carlos Pacho
Senior Assistant Chief Accountant
AD Office 11 - Telecommunications

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March 13, 2006

VIA EDGAR

Securities and Exchange Commission

Washington, D.C.  20549

            Re:

            Shenandoah Telecommunications Company

            Item 4.02(a) of Form 8-K

            Filed on February 28, 2006

            File No. 0-9881

Ladies and Gentlemen:

As the General Counsel of Shenandoah Telecommunications Company (the “Company”), I am writing on behalf of the Company in response to the Staff’s comment letter dated March 6, 2006 with respect to the above-referenced filing (the “Form 8-K Report”).  The Company has responded to each of the Staff’s comments, which are reproduced in italized script below.

As background to the Company’s response, I note that, in the Form 8-K Report, the Company disclosed that it would restate its financial statements for the years ended December 31, 2004 and 2003, including the beginning retained earnings for the year ended December 31, 2003, all quarters of the year ended December 31, 2004 and the first three quarters of the year ended December 31, 2005 to correct errors relating to the Company’s accounting for operating leases, and that such previously filed financial statements should no longer be relied upon.  The Company further disclosed that, although it believes that the impact of the error is not material to any individual period in previously issued financial statements, it determined that the cumulative adjustment required to correct this error was too large to record in the year ended December 31, 2005.  The
Company estimated that the cumulative net pretax earnings impact of the proposed restatements will be approximately $2.1 million and would substantially relate to periods prior to the year ended December 31, 2005.

The Staff is advised that the Company’s management has concluded that the accounting error disclosed in the Form 8-K Report and the Company’s failure to correct the error constituted a material weakness in the Company’s internal control over financial reporting.

            The Company’s responses to the Staff’s comments are as follows:

1.  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

Securities and Exchange Commission

March __, 2006

Page 2

years ended December 31, 2004, and 2003 and all quarters in 2004 and the first three quarters of the year ended December 31, 2005.

The Company advises the Staff that the Company’s certifying officers have
considered the effect of the foregoing accounting error on the adequacy of the
Company’s disclosure controls and procedures as of the end of each of the
financial periods to be restated. In the reports the Company filed with the
Commission for each of such financial periods, the Company’s Chief
Executive Officer and Chief Financial Officer concluded that, as of the end of
the financial period covered by each such report, the Company’s disclosure
controls and procedures were effective as of the end of each such financial
period. However, in connection with the aforementioned restatement of its financial statements, the Company’s
management, with the participation of its Chief Executive Officer and its Chief
Financial Officer, conducted another evaluation of the effectiveness of the
design and operation of the Company’s disclosure controls and procedures.
Based upon this evaluation, the Company’s Chief Executive Officer and the
Company’s Chief Financial Officer concluded that, as a result of the
material weakness in the Company’s internal control over financial
reporting with respect to its accounting for operating leases, the
Company’s disclosure controls and procedures were not effective as of
December 31, 2003, as of the end of each quarter of the year ended
December 31, 2004 (including December 31, 2004), or as of the end of
each of the first three quarters of the year ended December 31, 2005.

The Company intends to furnish disclosure substantially similar to the foregoing effect in its Annual Report on Form 10-K for its fiscal year ended December 31, 2005 (the “2005 Form 10-K”), which is discussed below in response to the Staff’s second comment.

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

The Company proposes to file restated financial statements for all of the restated financial periods in its 2005 Form 10-K.  Because the Company qualifies as an “accelerated filer” under the Commission’s rules, the Company is required to file the 2005 Form 10-K with the Commission on or before March 16, 2006.

The 2005 Form 10-K will include the following information in connection with the proposed statement:

            •

            Before Part I of the 2005 Form 10-K:

            -

            a summary of the accounting error and the related restatement, substantially to the effect set forth in the Form 8-K Report;

Securities and Exchange Commission

March __, 2006

Page 3

            -

            Summary financial data as of December 31, 2003 and 2004 and for  the years ended December 31, 2003 and  2004, as restated to reflect adjustments required by correction of the accounting error; and

            -

            summary financial statement data for each of the quarters of the year ended December 31, 2004 and for each of the first three quarters of the year ended December 31, 2005, and as of the end of each of the foregoing quarters, as restated to reflect adjustments required by correction of the accounting error.

            •

            In Item 6 (Selected Financial Data), the selected financial data as of December 31, 2004, 2003, 2002 and 2001 and for each of the years in the four-year period ended December 31, 2004, as restated.

            •

            In Item 7 (Management’s Discussion and Analysis of Financial Condition and Results of Operations):

            -

            a summary of the accounting error and the related restatement, substantially to the effect set forth in the Form 8-K Report; and

            -

            revised financial statement information required by the restatement in management’s discussion and analysis of year-to-year operating results and of liquidity, financial condition and capital resources.

            •

            Item 8 (Financial Statements and Supplementary Data), restated financial statements as of December 31, 2003 and 2004 and for the years ended December 31, 2003 and 2004, including an explanatory note and appropriate revisions to other notes to the restated financial statements, including the note on interim financial information.

            •

            In Item 9A (Controls and Procedures):

            -

            a summary of the accounting error and the related restatement, substantially to the effect set forth in the Form 8-K Report;

            -

            disclosure of the material weakness in the Company’s internal control over financial reporting as of December 31, 2005;

            -

            disclosure of actions taken by the Company to remediate the material weakness; and

            -

            disclosure of the ineffectiveness of the Company’s disclosure controls and procedures, to the effect set forth above in the Company’s response to the Staff’s first comment.

Securities and Exchange Commission

March __, 2006

Page 4

The Company also notes that, as indicated above, management’s report on the Company’s internal control over financial reporting as of December 31, 2005 will state that internal control over financial reporting as of December 31, 2005 was not effective.

3.  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 filings;

            •

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

As requested by the Staff, the Company hereby confirms to the Staff as follows:

            -

            the Company is responsible for the adequacy and accuracy of the disclosure in the above-referenced filing;

            -

            Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to such filings; 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.

*     *     *     *     *

Please direct any questions or comments with respect to the foregoing matters to the undersigned at telephone no. 540-984-5320 or at telecopy no. 540-984-8192.

Very truly yours,

/S/ Jonathan R. Spencer

Jonathan R. Spencer

General Counsel

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<TEXT>

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

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