UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549

                                   ----------

                                    FORM 8-K
                                 CURRENT REPORT
                        Pursuant to Section 13 or 15 (d)
                     of the Securities Exchange Act of 1934

                                   ----------

                                FEBRUARY 2, 2004
                                 Date of Report
                        (Date of earliest event reported)

                      Shenandoah Telecommunications Company
             (Exact name of registrant as specified in its charter)

            Virginia                       0-9881               54-1162807
(State or other jurisdiction of         (Commission         (I.R.S. Employer
 incorporation or organization)         File Number)      Identification Number)

P.O. Box 459
Edinburg, VA                                                      22824
(Address of principal executive office)                        (Zip code)

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



Item 9.

The information contained in this report on Form 8-K is being furnished pursuant
to Item 12 under Item 9 as directed by the Securities and Exchange Commission in
Release No. 34-47583 and shall not be deemed to be "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the
liabilities of that Section.

NEWS RELEASE

For further information, please contact Earle A. MacKenzie at 540-984-5192

                  SHENANDOAH TELECOMMUNICATIONS COMPANY AMENDS
                           SPRINT AFFILIATE AGREEMENTS

Edinburg, VA (February 2, 2004) - Shenandoah Telecommunications Company
(Shentel; NASDAQ: SHEN) and its wireless subsidiary, Shenandoah Personal
Communications Company, a PCS Affiliate of Sprint (NYSE: FON, PCS), announced
the signing of an addendum to its management and services agreements with
Sprint. The addendum provides greater certainty to the Company for certain
future expenses and revenues during the term of the agreement, and simplifies
the methods used to settle revenue and expenses.

The Company will continue to purchase from Sprint back office services such as
billing, customer care, collections and certain network services. Prior to the
addendum, Sprint charged the Company for these services individually. Under the
addendum, Sprint will now charge the Company a flat, lump-sum monthly rate for
many of these services through 2006. This change is expected to result in cost
reductions to the Company of approximately $120,000 per month. The addendum also
includes an agreement to extend the current reciprocal roaming rates between
Sprint and the Company at the current $0.058 per minute for voice and $0.002 per
kilobyte for data to the end of 2006.

The addendum provides the framework to determine rates for services provided by
Sprint and reciprocal roaming rates after 2006. The agreement includes a most
favored nation provision until the end of 2006 with respect to similar
agreements with other PCS Affiliates of Sprint. In addition, the addendum
defines certain Company rights related to limiting capital spending and customer
program costs.

About Shenandoah Telecommunications

Shenandoah Telecommunications Company is a holding company that provides a broad
range of telecommunications services through its operating subsidiaries. The
Company is traded on the NASDAQ National Market under the symbol "SHEN". The
Company's operating subsidiaries provide local telephone, cable television,
Internet access, inter-exchange facilities and wireless services along with many
other associated services, to a four state region from Harrisonburg, Virginia to
Harrisburg and Altoona, Pennsylvania.



This release contains forward-looking statements that are subject to various
risks and uncertainties. The Company's actual results could differ materially
from those anticipated in these forward-looking statements as a result of
unforeseen factors. A discussion of factors that may cause actual results to
differ from management's projections, forecasts, estimates and expectations is
available in the Company filings with the SEC. Those factors may include changes
in general economic conditions, increases in costs and other competitive
factors.

                                     ######



         SHENANDOAH TELECOMMUNICATIONS COMPANY AND SUBSIDIARY COMPANIES

                                   SIGNATURES

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

                        SHENANDOAH TELECOMMUNICATIONS COMPANY
                        (Registrant)


                        February 3, 2004   /S/ EARLE A. MACKENZIE
                                           ---------------------
                                               Earle A. MacKenzie
                                               Chief Financial Officer