8-K

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

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

May 3, 2005

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 File Number)	(I.R.S. Employer
incorporation or organization)		Identification Number)

500 Shentel Way
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 1.01 Entry into a Material Definitive Agreement.

At its meeting on May 3, 2005, the Board of Directors of the Company approved, effective May 1, changes to the fees paid to non-employee Directors increasing the fees paid to Directors for attending Board meetings from $800 to $900 per meeting. A complete description of the compensation paid to non-employee directors is set forth in Exhibit 10.26 attached hereto.

Item 7.01 Regulation FD Disclosure.

The following information is furnished pursuant to Regulation FD: On May 3, 2005, Shenandoah Telecommunications Company held its annual shareholder meeting, The materials attached hereto as Exhibit 99.1 and Exhibit 99.2 were presented at the meeting. The presentations are also available on the Company’s website.

The presentation may contain forward-looking statements about Shenandoah Telecommunications regarding, among other things, our business strategy, our prospects and our financial position. These statements can be identified by the use of forward-looking terminology such as “believes,” “estimates,” “expects,” “intends,” “may,” “will,” “should,” “could,” or “anticipates” or the negative or other variation of these or similar words, or by discussions of strategy or risks and uncertainties. The materials also included certain non-GAAP financial measures. A reconciliation of those measures to the most directly related comparable GAAP measures was also presented at the meeting and is included in Exhibit 99.1 and 99.2. Shenandoah Telecommunications undertakes no obligation to revise or update such statements to reflect current events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits

10.26 Compensation for Non-Employee Directors

99.1	Annual Meeting Presentation Slides
99.2	Annual Meeting Scripts

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)

May 4, 2005 /S/EARLE A. MACKENZIE

Earle A. MacKenzie

Executive Vice President and

Chief Financial Officer

EX-10.26

EXHIBIT 10.26

Shenandoah Telecommunications Company

Compensation for Non-Employee Directors

Monthly Fees

Each director receives a cash fee of $1,000 per month. The Company pays its non-employee directors this fee in arrears on a monthly basis.

Meeting Fees

Each director receives a cash fee of $900 for each board of directors meeting attended. Committee members are paid cash fees of $200 for each committee meeting attended in person or $100 for each committee meeting in which they participate by conference call when such meetings are not held in conjunction with a board of directors meeting. The Company pays its non-employee directors these fees in arrears on a monthly basis.

Expenses

Directors are reimbursed for the out-of-pocket expenses they incur in attending director education programs.

EX-99.1

2005 ANNUAL
SHAREHOLDERS
MEETING

SHENANDOAH
TELECOMMUNICATIONS
COMPANY

Revenue Comparison 1984-2004

2

Revenue Comparison 1984-2004

3

Revenue Comparison 1984-2004

4

Income Comparison 1984-2004

5

PCS Customers

0

20

40

60

80

100

120

140

160

Retail

Wholesale

6

Management Team

7

Circle of Excellence

8

9

25.8

12.2

13.6

Revenues

  ($ billions)

38.5

69.5

Proforma

15.3

23.2

Subscribers

  (millions)

33.3

36.9

Market Cap

  ($ billions)

NXTL

(NASDAQ)

FON

(NYSE)

Ticker
Symbol

Industry Consolidation

Source: The Wireless Advisor, Dec. 2004

10

Total Return - 5 Years

11

2005 ANNUAL
SHAREHOLDERS
MEETING

SHENANDOAH
TELECOMMUNICATIONS
COMPANY

Comparative Results(in millions, except EPS)

$1.34

$10.2

2004

$(2.88)

$4.22

Earnings Per Share (EPS)

$(21.9)

$32.1

Consolidated Net Income

Change

2003

13

Impact of Discontinued
Operations(in millions, except EPS)

$ 0.5 )

$ 9.7

$10.2

Net Income – Continuing

     Operations

$0.06 )

$1.28

$1.34

Earnings Per Share

22.4)

22.4

     -

Less Discontinued Cellular

     Operations

  $(21.9)

  $32.1

   $10.2

Consolidated Net Income

Change

2003

2004

14

Operating Income Results(in millions)

    $  19.6

101.4

$121.0

2004

$ 1.0

$ 18.6

Operating Income

14.4

87.0

Operating Expense

$15.4

$105.6

Revenue

Change

2003

15

Revenue (in millions)

  $  83.2

30.7

   7.1

$121.0

2004

$  13.6

1.7

  0.1

$ 15.4

$  69.6

29.0

   7.0

$105.6

Wireless

Wireline

Other

        Total

Change

2003

16

Year End Customers

Telephone

Cable

Long Distance

PCS

Retail

Wholesale

Internet

Dial Up

     DSL

Change

(186)

(65)

392)

17,474)

14,479)

(2,369)

1,348)

2003

24,877

8,696

9,526

85,139

12,858

17,420

1,298

2004

24,691

8,631

9,918

102,613

27,337

15,051

2,646

17

Operating Expenses(in millions)

$ 15.8

36.3

19.0

30.3

$101.4

2004

$ 2.4

4.6

2.4

5.0

$14.4

$13.4

31.7

16.6

25.3

$87.0

Cost of Goods

Network Operating

Depreciation

Selling, General &

    Administration     
Total

Change

2003

18

Business Segments
Net Income(in millions)

   (1.2)

$10.2)

7.3)

$4.1)

2004

(2.0)

$0.5)

0.8

$9.7

Other

      Total

(0.6)

7.9

Wireline

$3.1)

$1.0

Wireless

Change

2003

19

Net Income
Excluding the Sale Proceeds of VA-10

20

Net Income
Excluding the Sale Proceeds of VA-10

Sale
VA-6

Gain
Verisign
Stock

Major
Issues:

Loss
Verisign
Stock

Sprint Settlement
& Other
Adjustments

Sarbanes/
Oxley

21

Net Income
Excluding the Sale Proceeds of VA-10
Normalized for the Major Issues

22

Q1 Results
(in millions)

$3.7

2.1

  0.9

$6.7

$1.8

1.5

0.8

2.3

$6.4

$0.3

$18.9

7.1

1.7

$27.7

$  3.7

8.3

4.3

7.1

$23.4

$  4.3

$22.6

9.2

   2.6

$34.4

$  5.5

9.8

5.1

9.4

$29.8

$  4.6

Revenue  – Wireless

                 – Wireline

                 – Other

                            Total

Expenses – Cost of Goods

                 – Network Operating

                 – Depreciation

                 – SG & A

                              Total

Operating Income

2005

Change

2004

23

Q1 Results
(in millions)

     $0.1

       0.2

0.1

     --

     $0.3

       0.3

Change

    $2.3

      0.2

      0.8

1.4

    $4.3

        --

2004

    $2.4

      0.4

      0.9

1.4

    $4.6

  (0.3)

2005

Net Income

Other Income

Interest Expense

Income Taxes

Operating Income   

Loss on Investments

24

2005
CUSTOMER SURVEY

Conducted in February 2005

By

Polk-Lepson Research Group

25

Evaluation of Shentel’s Telephone Service

  1.2%

  6.1%

92.7%

4.61

Courtesy and professionalism of technicians

  2.0%

12.5%

85.5%

4.29

Overall rating

27.5%

23.1%

49.5%

3.32

Reasonableness of long distance rates

  3.8%

26.5%

69.8%

3.95

Value of service versus price

  5.5%

26.6%

71.7%

3.99

Reasonableness of local rates

  2.9%

11.9%

85.2%

4.33

Clarity of sound

  1.9%

10.4%

87.7%

4.39

Speed of restoring service

  2.3%

  7.5%

90.2%

4.43

Ability to restore service

  3.0%

7.7%

89.2%

4.44

Rarely experience problems

Score of

1 & 2

Score
3

Score

5 & 4

Mean

Average

Source:  Polk-Lepson Research Group

Rating:  5 -Excellent      4 -Very Good    3-Average     2- Needs Improvement    1 - Poor

26

Evaluation of Shentel’s Cable Television Service

  9.7%

28.2%

62.2%

3.77

Overall rating

26.4%

28.0%

45.6%

3.31

Reasonableness of price

15.6%

26.3%

58.1%

3.66

Choice of packages

13.7%

25.8%

60.6%

3.72

Options within your budget

10.1%

26.1%

62.7%

3.81

Variety of programming

  8.7%

22.0%

69.3%

3.90

Shows you want to watch

  6.6%

17.18%

75.6%

4.09

Quality of picture

Score of

1 & 2

Score of 3

Score of

5 & 4

Mean

Average

Source:  Polk-Lepson Research Group

Rating:  5 -Excellent      4 -Very Good    3-Average     2- Needs Improvement    1 - Poor

27

Evaluation of Shentel’s Internet Service

  7.5%

25.8%

66.8%

3.83

Overall rating

21.2%

28.3%

50.4%

3.45

Notification of viruses

15.4%

26.2%

58.4%

3.63

Speed of accessing Internet

13.3%

26.2%

58.3%

3.65

Reasonableness of rates

  9.5%

25.4%

65.2%

3.85

Infrequency of down time

  7.2%

19.3%

73.5%

4.05

Quality of support service

  6.3%

19.6%

74.1%

4.06

Access support service

Score of

1 & 2

Score of
3

Score
of

5 & 4

Mean

Average

Source:  Polk-Lepson Research Group

Rating:  5 -Excellent      4 -Very Good    3-Average     2- Needs Improvement    1 - Poor

28

Evaluation of Shentel’s Service and Installation

  1.2%

  8.4%

91.7%

4.52

Overall rating

  2.0%

10.7%

89.3%

4.44

Ease of arranging service and
installation

  1.2%

  8.9%

91.1%

4.51

Work done at scheduled time

  1.2%

  9.5%

90.5%

4.53

Technicians following your directions

  0.9%

  7.0%

92.9%

4.57

Knowledgeable service technicians

  1.2%

  7.3%

92.7%

4.60

Professionalism of technicians

  0.9%

  5.5%

94.5%

4.64

Courtesy and politeness of technicians

Score
of

1 & 2

Score of
3

Score of

5 & 4

Mean

Average

Source:  Polk-Lepson Research Group

Rating:  5 -Excellent      4 -Very Good    3-Average     2- Needs Improvement    1 - Poor

29

Evaluation of Shentel’s Customer Service

  2.3%

  7.6%

90.1%

4.46

Overall rating

  4.3%

9.3%

86.4%

4.33

Ability of staff to correct problems

  2.6%

10.9%

86.6%

4.36

Returns your calls promptly

  2.1%

8.6%

89.3%

4.44

Ease of reaching customer service

  1.7%

  8.0%

90.3%

4.50

Transfers you to correct person

  1.9%

7.8%

90.4%

4.52

Treats you with respect

  1.7%

  6.9%

91.4%

4.55

Politeness and courteousness

Score of

1 & 2

Score
of 3

Score
of

5 & 4

Mean

Average

Source:  Polk-Lepson Research Group

Rating:  5 -Excellent      4 -Very Good    3-Average     2- Needs Improvement    1 - Poor

30

Overall Rating of Shentel

2.0%

11.6%

86.4%

4.33

Overall rating of Shentel

Score of

1 & 2

Score of 3

Score of

5 & 4

Average

Source:  Polk-Lepson Research Group

Rating:  5 -Excellent      4 -Very Good    3-Average     2- Needs Improvement    1 - Poor

31

Would Recommend Shentel

11.1%

88.9%

As an Internet service provider

14.7%

85.3%

As a cable service provider

  3.1%

96.9%

As a telephone service provider

Would Not
Recommend
Shentel

Would
Recommend
Shentel

Source:  Polk-Lepson Research Group

Rating:  5 -Excellent      4 -Very Good    3-Average     2- Needs Improvement    1 - Poor

32

Evaluation of NTC’S Service and Installation

  6.2%

20.5%

73.3%

3.99

Overall rating

  8.1%

16.5%

75.4%

4.02

Technicians following your directions

  6.1%

15.9%

78.0%

4.03

Ease of arranging service

  9.2%

13.3%

77.4%

4.05

Service done at scheduled time

  7.6%

13.9%

78.5%

4.08

Knowledgeable technicians

  6.6%

14.1%

79.3%

4.08

Professionalism of  technicians

  5.7%

12.7%

81.5%

4.15

Courtesy and politeness of technicians

Score of

1 & 2

Score
of  3

Score 5
& 4 of

Mean
Average

Source:  Polk-Lepson Research Group

Rating:  5 -Excellent      4 -Very Good    3-Average     2- Needs Improvement    1 - Poor

33

Evaluation of NTC’s Customer Service

16.1%

26.7%

57.1%

3.54

Overall rating of NTC’s
Customer Service

27.2%

29.7%

43.0%

3.23

Returns your calls promptly

20.8%

28.2%

51.0%

3.39

Ease of reaching customer service

21.4%

25.4%

53.1%

3.42

Ability to correct problems

16.0%

19.8%

64.2%

3.67

Treats you with respect

14.7%

20.8%

64.5%

3.72

Transfers you to correct person

13.2%

20.5%

66.3%

3.77

Politeness and courteousness

Score of

1 & 2

Score
of  3

Score of

5 & 4

Mean
Average

Source:  Polk-Lepson Research Group

Rating:  5 -Excellent      4 -Very Good    3-Average     2- Needs Improvement    1 - Poor

34

Overall Rating of NTC

12.9%

30.8%

56.3%

3.60

Overall rating of NTC

Score of

1 &  2

Score of  
3

Score of 5 & 4

Mean Average

JMU

Score of

1 &  2

Score of  3

Score of 5 &
4

  7.4%

29.3%

63.2%

3.80

Overall rating of NTC

Mean Average

17.1%

32.1%

50.8%

3.45

Overall rating of NTC

Score of  

1 &  2

Score of  3

Score of 5 &
4

Mean Average

VA Tech

Source:  Polk-Lepson Research Group

Rating:  5 -Excellent      4 -Very Good    3-Average     2- Needs Improvement    1 - Poor

35

Disclosure Regarding
Forward-Looking Statements

This presentation includes “forward-looking statements” within the meaning of Section 27A of the
Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, regarding,
among other things, our business strategy, our prospects and our financial position.  These
statements can be identified by the use of forward-looking terminology such as “believes,”
“estimates,” “expects,” “intends,” “may,” “will,” “should,” “could,” or “anticipates” or the
negative or other variation of these similar words, or by discussions of strategy or risks and
uncertainties.  Forward-looking statements in this presentation may include, among others,
statements concerning:

- projections of our future results of operations, cash flows or financial condition; and

- our business strategy and our ability to capitalize on any of our competitive strengths.

The expectations reflected in these forward-looking statements are inherently subject to risks,
uncertainties and assumptions about us and our subsidiaries and we cannot assure you that such
expectations will prove to be correct.  Important factors that could cause actual results to differ
materially from the forward-looking statements made herein are set forth in our filings with the
Securities and Exchange Commission and include, without limitation, risks related to the
following:

- increasing competition in the communications industry; and

- a complex and uncertain regulatory environment.

All subsequent written and oral forward-looking statements attributable to us or persons acting on
our behalf are expressly qualified in their entirety by the cautionary statements included in this
presentation.  We undertake no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.  In light of these
risks, uncertainties and assumptions, the forward-looking events discussed in this presentation
might not occur.

36

Regulation G Disclosure

This presentation references historical information
excluding significant one time events, which had a
material impact on the financial statements of the
Company.  This information is provided to assist the
reader in understanding the core operations of the
Company.  This information is not consistent with
GAAP (Generally Accepted Accounting Principles)
and should not be used to evaluate the financial
position of the Company.

37

Shentel Converged
Services / NTC
Business Overview

NTC Acquisition

Original Shentel investment in 2001

Off-Campus Student Housing Focus

Student Demographic = High Demand

CATV, Telephone, Internet Bundle

39

NTC – Key Statistics

Serving 13 Colleges, 112 Properties, 7 Southeast States

70% of Properties in Harrisonburg, VA & Blacksburg, VA

2005 Q1 Revenues $2.3 Million

Customer Segments

40

NTC Business Plan

Exclusive, Long-Term Contracts

Equipment & Wiring Investment

“Bulk” or “Retail” Billing

“Bundled” Services & Pricing

Easy to buy – “Plug In and Go!”

Local Market Service Technicians

Close Property Manager Relationships

Advanced Technologies

41

Strategic Fit for Shentel

Consistent with Shentel Diversification Strategy

Shentel strength building & operating Internet, TV, & Phone Services

Natural Southeast Expansion of Shentel Serving Area

New “High-Tech” Customer Base & New Revenue Stream

Cost Reduction & Centralization into Shentel Operating Functions

Credibility in the Fast-Growing Multi-Tenant Housing Industry

Easy expansion to Non-Student Housing in existing Markets

Converged
Bundle

42

Work to Do

Managing Decentralized Personnel & Remote Locations

College Student Demands…bandwidth, customer service hours, price

Revenue & Installation Seasonality of School Year

Acclimation of NTC people & processes into Shentel

Driving Improvements in Service Quality & Customer Satisfaction

Offsetting decline of traditional Telephone demand with the “Bundle”

Managing Long Sales Cycle and Construction Schedules

43

The Growth Opportunity

Better Penetration in Existing Markets including Non-Student Apts

“Purposeful” Property Selection to improve Economics of each market

Expand Model to New High-Density Housing on Shentel’s Fiber Route

Trial New Technology Services to “early adopter” Customer base

Local Sales Presence and Revenue Accountability

Student-Oriented Multi-Tenant Housing

Residential Multi-Tenant & High Density
“Fiber to the Home” Communities

44

2005 ANNUAL
SHAREHOLDERS
MEETING

SHENANDOAH
TELECOMMUNICATIONS
COMPANY

EX-99.2

     
     
     
     
     
     
     
     EX-99.2