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

Date of Report (Date of earliest event reported): May 2, 2006

___________________

Shenandoah Telecommunications Company

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(Exact name of registrant as specified in its charter)

__________________

Virginia	0-9881	54-1162807
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

500 Shentel Way P.O. Box 459 Edinburg, VA	22824
(Address of principal executive offices)	(Zip Code)

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

Not applicable

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(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2-(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

1

Item 1.01 Entry into a Material Definitive Agreement.

At its meeting on May 2, 2006, 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 $900 to $1000 per meeting. A complete description of the compensation paid to non-employee directors is set forth in Exhibit 10.26 attached hereto.

Item 7.01Regulation FD Disclosure

The following information is furnished pursuant to Regulation FD: On May 2, 2006, 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.. 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

The following exhibits are filed with this Current Report on Form 8-K.

10.26	Compensation for Non-employee Directors
99.1	Annual Meeting Presentation Slides
99.2	Annual Meeting Scripts

SIGNATURE

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 3, 2006 /S/ Earle A. Mackenzie

Earle A. Mackenzie

Executive Vice President and Chief Financial Officer

2

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 $1,000 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 Committee chairs are paid an additional fee of $100 for each committee meeting they attend. 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.I

Exhibit 99.1

2006 ANNUAL
SHAREHOLDERS
MEETING

SHENANDOAH
TELECOMMUNICATIONS
COMPANY

Comparative Results (in millions, except per share amounts)

0.46

1.39

10.7

19.4

146.4

2005

7.0

0.43

Cash Dividend (per share)

6.1

1.31

EPS – diluted

7.0

10.0

Total Net Income

7.6

18.0

Operating Income

21.0

121.0

Revenues

% Change

2004. .

(restated)

2

Debt Component

3

2004 and 2003 Financials Restated

Corrected previous accounting for operating leases

No change to cash expense or revenues from leases

Accounting Weaknesses

Income Tax Review and Calculations

Lacked internal controls and expertise

Supplementing in-house staff with external expertise

4

PCS Customers

5

Tackley Mill

6

Critical Milestone - 100% DSL Availability

“Internet Access Essential for Rural Virginia”

Rural Virginia Prosperity Commission Report, April 25, 2006

“Rural Areas Neglected by Broadband Providers”

Washington Post, March 14, 2006

“U.S. Lags Behind in High-Speed Internet Access”

Wall Street Journal, April 12, 2006

“Survey Finds Gaps in Americans’ Internet Access”

Newsday, October 6, 2005

7

Competition for regulated telephone services

Customer owned equipment

Long distance service

Breakup of Bell System

Introduction of mobile communications

Cellular

Personal Communications Service (PCS)

The Internet

Industry Change

8

Business Segments

Assets

Revenues

9

- Negotiate a new, long-term

agreement

Sell PCS business to Sprint-Nextel

Pursue legal claims for breach of

existing Agreement

Options with Sprint-Nextel

10

-Will there be a sale?

If so, what will be the sale price?

What will be the tax effect?

What would the Company do with
the proceeds?

Major Questions

11

Invest in new ventures or

acquisitions

Special dividend

Stock buyback

Future Options

12

Present Mix of Businesses

Traditional Services

Telephone

CATV

Mobile (Towers)

Shentel Services (Internet)

Network

Long Distance

Personal Communications Services

New Ventures

NTC Communications

Shentel Wireless

Converged Services of WV

13

Rate of Growth

Present Mix of Businesses

New Ventures

PCS

Traditional
Services

14

Rate of Growth

Mix of Businesses Post Sale

New Ventures

Traditional
Services

15

Assets

16

Revenues

17

Operating Income

18

Net Income

19

Total Return - 5 Years

20

2006 ANNUAL
SHAREHOLDERS
MEETING

SHENANDOAH
TELECOMMUNICATIONS
COMPANY

Comparative Results (in millions, except EPS)

$1.39

$10.7

2005

6.1%

$1.31

Earnings Per Share (EPS)

7.0%

$10.0

Consolidated Net Income

%

Change

2004

  (Restated)

22

Operating Income Results (in millions)

    $  19.4

127.0

$146.4

2005

7.6%

$ 18.0

Operating Income

26.3%

103.0

Operating Expense

21.0%

$121.0

Revenue

%

Change

2004

(Restated)

23

Reporting Segments
Revenue (in millions)

  6.0%

  13.3

  14.1

Other

6.5%

3.1

3.3

Mobile

140.0%

0.7

9.8

Converged

  Services (NTC)

4.2%

23.7

24.7

Telephone

$146.4

$ 94.4

2005

21.0%

$121.0

17.7%

$ 80.2

PCS

   %

Change

2004

(Restated)

24

Year End Customers

5.6%

143

151

Mobile/Tower Leases-Non Aff.

(16.9%)

79.4%

15,051

2,646

12,514

4,748

Internet

    Dial Up

     DSL

5.0%

9,918

10,214

Long Distance

0.6%

8,631

8,684

Cable

0.2%

24,691

24,740

Telephone

22,326

8,461

9,914

Converged Services (NTC)

    Network

     Video

      Phone

PCS

    Retail

    Wholesale

Change

19.8%

41.7%

2004

102,613

27,337

2005

122,975

38,726

25

Operating Expenses
(in millions)

Total

Selling, General & Admin.

Depreciation & Amort.

Cost of Goods &  Services

10.6%

22.9%

$103.3

$127.0

5.6%

16.3%

38.1

44.3

5.5%

17.9%

19.0

22.4

17.8%

24.3%

$45.8

$60.3

(Restated)

W/O

NTC

%

Change

2004

2005

26

Reporting Segments
Net Income
(in millions)

          7.0%

$10.0

$10.7

Total

20.0 %

(0.5)

      (0.4)

Other

           --

1.1

1.1

Mobile

     (330.0%)

(0.1)

(3.3)

Converged Services (NTC)

        17.9%

6.7

7.9

Telephone

        92.9%

$ 2.8

$ 5.4

PCS

%

Change

2004

2005

27

Q1 Results
Revenue
(in millions)

       %

Change

       Q1

2005

     Q1

2006

5.9%

15.7%

3.4

$34.4

3.6

$39.8

Other

   Total                 

12.5%

0.8

0.9

Mobile

16.7%

2.4

2.8

Converged Services (NTC)

5.0%

6.0

6.3

Telephone

20.2%

$21.8

$26.2

PCS

28

Q1 Results
Operating Income
(in millions)

0.0%

(6.7%)

0.0

$4.5

(0.8)

$4.2

Other

   Total                 

0.0%

0.5

0.5

Mobile

(100.0%)

(0.8)

  (1.6)

Converged Services (NTC)

16.7%

3.0

3.5

Telephone

44.4%

$1.8

$2.6

PCS

     Q1

2006

    %

Change

       Q1

2005

29

Q1 Results
Net Income
(in millions)

370.0%

$2.3

$8.5

   Total

0.0%

0.3

0.3

Mobile

150.0%

(0.2)

(0.5)

Other

100.0%

(0.6)

  (1.2)

Converged Services (NTC)

452.6%

1.9

     8.6*

Telephone

* Includes $6.4 million net of tax gain from liquidation of the Rural

   Telephone Bank

44.4%

$0.9

$1.3

PCS

       Q1

2006

       %

Change

         Q1

2005

30

Affiliate Transactions

Sprint-Nextel has acquired six of the
former Sprint affiliates:

US Unwired

Gulf Coast

Independent Wireless One (IWO)

Alamosa

Enterprise

Ubiquitel

31

Affiliates by Covered POPs

32

Affiliates by Dollars of Revenue

33

Affiliates by Retail Subscribers

34

Deal Values as Multiple of POPs

35

Deal Values as Multiple of Revenue

36

Deal Values as Multiple of Subscribers

37

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.

38

2006 ANNUAL
SHAREHOLDERS
MEETING

SHENANDOAH
TELECOMMUNICATIONS
COMPANY