Item 5.03 Amendment to Bylaws.

On November 16, 2009, the Company's Board of Directors approved changes to the Company's Bylaws.

The changes relate to:

· the timing of the Company's Annual Meeting of Stockholders, which will now be held the first Tuesday after the third Monday in April, rather than the first Tuesday in May (Article I, Section 2(a));

· clarification of provisions regarding registration and transfer of shares of the Company's stock, including when represented as uncertificated shares evidenced by a book-entry system maintained by the registrar (Article V,
Section 1 and Article V, Section 3).

A copy of the Bylaws, as amended, is included as Exhibit 3.2 to this report.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

3.2 Amended and Restated Bylaws of Shenandoah Telecommunications Company, effective November 16, 2009