Good morning everyone and welcome to the Shenandoah Telecommunications Third Quarter 2008 Conference Call. Today’s conference is being recorded. At this time, I'd like to turn the conference over Ms. Adele Skolits, CFO. Please go ahead ma’am.

Good morning and thank you for joining us. The purpose of today's call is to review Shentel's results for the third quarter ended September 30th 2008. Our results were announced and the press release distributed two days ago, and described in our 10-Q issued yesterday. If you do not have copies of these documents a copy can be found at the Company's Web site at www.shentel.com. Please note that a replay of the call will be made available later today. The details were set forth in the press release announcing this call. With us on the call today are Christopher French, our President and Chief Executive Officer, and Earle MacKenzie, our Executive Vice President and Chief Operating Officer. After our prepared remarks, we will conduct a question-and-answer session. Although we don’t provide guidance with respect to specific future financial results please note that this call may contain forward-looking statements which involve a number of known and unknown risks and uncertainties. These may cause our actual results to differ materially from these statements. Shentel provides a detailed discussion of various risks factors in our SEC filings, which you are strongly encouraged to review. You are cautioned not to place undue reliance on these forward-looking statements. Except as required by law, we undertake no obligation to publicly update or revise any forward-looking statements. With that, I'll turn the call over to Chris.

Good morning. And thank you for joining us. I am pleased to report another strong quarter for Shentel especially considering the financial and economic conditions in our country. Our PCS segment has continued to perform well. We are making progress towards closing on the acquisition of the Rapid Communication assets and we haven taken steps to explore the sale of our Converged Services business segment. On a consolidated basis, our net income from continuing operations for the quarter is up 23% over the third quarter of 2007, reaching $7.4 million. Total net income is up 33% for the same period. As a result of our strong performance in 2008 the company has announced a cash dividend of $0.30 per share, an 11% increase over 2007. The dividend will be paid December 1st to shareholders of record on November 12, 2008. During the third quarter, PCS retail customers grew by over 5000 bringing total customers to nearly 206,000. We continued to invest in our PCS network adding 14 new cell sites in the third quarter bringing the increase to 44 since this time a year ago. We further expanded our EVDO coverage and now offer high speed data services to 68% of our covered pops. We have seen good increases in ARPU from data services and these additional sites should help us to continue that growth. Demand for our DSL service remained strong with 803 additional customers being added in the third quarter giving us a 20% increase since the end of 2007. 40% of our local exchange customers currently use our service. Our access line count totaled 24,193 or a decrease of 343 from the end of 2007. We believe this relatively low line loss is much smaller than industry norms. I mentioned in our last earnings call that they…

As Chris mentioned, we are very pleased with our third quarter results. Our earnings per share from continuing operations were $0.32. This represents a 23% increase over 3Q 07. After including the net loss from discontinued operations the earnings per share was $0.29 for the third quarter. This is an improvement of 32% over 3Q 07. The PCS business continues to drive our performance improvements. Operating income for the PCS segment has grown 40% for the quarter, and 18% year-to-date over 2007. PCS revenues have grown by 19% for the quarter and 17% for the year-to-date. Most of the increase was driven by an increase in average PCS subscribers. These improvements and an increase in gross billings per customer lead to an increase in subscriber billings of 22% for the quarter and 20% for the year-to-date. We are encouraged by the increase in billing rates and believe this reflects customers choosing higher priced rate plans and using more data services. Bad debt write-offs, and credits and adjustments were 17% of gross billed revenues for both the third quarter of 2007 and the third quarter of 2008. However, for the year-to-date these two line items were 18% and 16% of gross billings for 2008 and 2007 respectively. While the growth in these items is no longer outpacing the growth in customer billings in total improvements in write-offs are being offset by increased credits and adjustments. The continued reliance upon credits and adjustments to retain customers is a concern we continue to address with Sprint Nextel. Equipment revenues are up 14% for the quarter and 23% for the year-to-date as a result of an increase in the average price of a phone and additional upgrades to existing customers. More customers are taking advantage of the more generous upgrade program being offered this…

Thank you, Adele. We continue to have strong operating results in the third quarter lead by your PCS operations. Third quarter net sales results exceeded the same quarter last year by 5.4% with 5,380 net additions on 16,661 gross adds and churn of 1.85%. We had 410 less gross additions but the reduction in churn from 2.3% last year accounted for better net results. Churn was up slightly from the second quarter in line with historical trends. We have experienced slower store traffic in September and October from our historical levels but expect that the holiday shopping, planned advertising and promotions will improve our activities. Total gross billed revenue for the third quarter before any credits was $55.66 per subscriber, up $0.95 from the third quarter of 2007. Gross data revenue before credits was $15.20 per subscriber, up $3.79 from the same quarter last year. In order to continue to provide meaningful data ARPU as more of our customers purchase Sprint Everything plans that bundle voice and data, we have assumed that 30% of the Everything plan revenue is data. We’ve seen a direct correlation between the growth of data revenues and the construction of additional EVDO sites. We added 41 additional EVDO sites this quarter for a total of 134 and we're on target to exceed 200 sites by yearend. We also plan to launch QChat in the fourth quarter in our Quad- state markets. The top service plans sold in the third quarter were Everything Messaging Family with 1500 minutes, Simply Everything and Everything Data Family with 1500 minutes, which together represented 40% of gross adds. The top selling phones were the LG RUMOR, the Sanyo Katana LX, and the Samsung M300, which in total represented almost 50% of phones sold. The number of company controlled distribution points…

Shawn, this concludes our prepared remarks. Would you now review the instructions for posing a question?

(Operator instructions) We will go first to Ric Prentiss with Raymond James. Ric Prentiss – Raymond James: Hi, good morning.

Good morning.

Good morning. Ric Prentiss – Raymond James: Hi, couple of quick questions. I think Adele you mentioned the customer care credit issue with Sprint, can you also – I couldn’t catch it quick enough, the bad debt collection stuff. Is that also a problem with Sprint’s billing system or is it really just the credits?

It is really – we had good news in the quarter with respect to write offs. Unfortunately the good news with respect to the write-offs is being offset by the bad news with respect to credits and adjustments. So no write-offs are not a problem in this quarter. Ric Prentiss – Raymond James: Okay. And can you put a dollar figure on the customer care credits as far as what has been the trend over the last couple of quarters in dollar terms.

It is grown. We’re now in the third quarter of 2008 at $4 million in those credits for various types. Ric Prentiss – Raymond James: And, like a year ago what would that level have been, less than 1 maybe?

No, it probably would have been around the order of two. Ric Prentiss – Raymond James: Okay, it is a pretty significant increase. Obviously Sprint is trying to keep customers anyway they can but even happy customers seem to be getting pretty big credits.

Ric this is Earle. That is exactly the case. It is not the billing system. We’re actually – we have worked through the (inaudible) conversion and actually we feel that that is fairly steady state right now. It is really more decisions that are being made in customer service by Sprint related to credits. Ric Prentiss – Raymond James: And on the data side, I think you said $15 worth of data ARPU before credits. Are you seeing significant credits also in the data side also?

Not significant. I would say that they probably are – ratio between voice and data remains relatively constant. Ric Prentiss – Raymond James: Okay, and then Qcheck coming up in the fourth quarter have you seen any porting from Nextel over to your CDMA network even before Qcheck coming online?

Yes, we have really for the last two years as we are offering PowerSource phones which are dual-mode phones which offer the push to talk is on the iDEN network and the advanced services and voice is on the CDMA network and we have a reasonable number of those customers converting each month. Ric Prentiss – Raymond James: And then my final question is on the Smartphone and Air Cards, (inaudible) I didn’t all the phones down as quick, but if you look at Smartphones and Air Cards, what kind of percent of your gross adds over the last couple of quarters have those devices been and is it growing?

It is growing, I would say. It is probably representing 20% to 25% of the total and I guess we define a smart phone as kind of a Blackberry and the Palm not a RUMOR or the Katana. Ric Prentiss – Raymond James: Okay, great. Thanks guys.

Thank you.

(Operator instructions) We will go next to Barry Sine of Capstone Investments. Barry Sine – Capstone Investments: Good morning folks.

Good morning Barry.

Good morning. Barry Sine – Capstone Investments: A couple of areas of questions. First on the Rapid transaction, the change in the deal terms that is a pretty significant reduction in the amount that you’re paying. Could you disclose what the original homes passed represented were and what the correct homes passed number is?

Originally, the Rapid represented that they were approximately 50,000 homes passed. When we were out doing our preliminary engineering we found that the number was closer to about 44,000 and so we entered into negotiations and agreed upon the $6.1 million reduction in price and actually signed that amendment in the last couple of days that and we are on target – still on target now to close by before the end of the year, hopefully by the end of November. Barry Sine – Capstone Investments: Why is the reduction in the purchase price so much greater proportionally to the reduction in the homes passed?

Basically we had modeled our acquisition. Obviously, homes passed translates into customers which translates into revenue and EBITDA and so in order to obtain the same kind of return hurdles that we had expected at the $16.1 million price point we needed to see a price reduction to the $10 million level. Barry Sine – Capstone Investments: And correct me if I’m wrong. But I don’t think your guidance in terms of what you expect to spend in terms of capital spending to upgrade those properties has changed that $25 million number. Why has that not changed if the number of homes passed has not changed – has changed?

Really Barry it is the density of the homes per mile is less than what we anticipated. So, we’re still looking at that. The $25 million number is really a very preliminary number. We have not done the detailed engineering yet but the number of route miles that we’re buying were very close to what we had estimated, what we found though is in some systems the density of homes passed per mile was less than represented. Barry Sine – Capstone Investments: I got it. So, then obviously if you spending the same amount of capital to upgrade it, but you are going to pass 6,000 fewer homes and returns are going to be lower and that is the point you are making before on the reduction on the purchase price?

Exactly. Barry Sine – Capstone Investments: Moving to the capital spending for the quarter, could you provide some breakout in terms of where the capital spending went during the quarter?

The overwhelming majority of what would have been to PCS. Barry Sine – Capstone Investments: Do you have specific numbers handy or not?

I don’t have specific quarterly numbers available Barry now. Barry Sine – Capstone Investments: Okay, and the – I think you guys provided a guidance number for the full year expected PCS only capital spending. I think that number was $42 million, what is that number year-to-date?

That number year-to-date it is actually around $36 million. Barry Sine – Capstone Investments: 36, okay. So, actually we don’t have that much more to go in the fourth quarter is what you are saying?

Right.

We don’t that many, but we got a number of sites as I mentioned, we are bringing up a number of sites in the fourth quarter but work was already underway and dollars were spent before the end of the third quarter on a number of those sites. Barry Sine – Capstone Investments: And then also in terms of capital spending I think you said a few minutes ago in this call that around early December you expect to close on rapid. Once that closes obviously there is a $10 million payment there. When would you – when would the capital spending kick in? Would that kick in as early as December or is that all going to be in ‘09 and in 2010?

No, I expect that really the bulk of that spending really won’t start until the second quarter of ’09. Barry Sine – Capstone Investments: Okay.

Because we are closing so late in the year and also we are in West Virginia where the weather will be more questionable. So, we won’t really be able to hit the ground running as hard but by the second quarter we should start to be able to really move that project forward. Barry Sine – Capstone Investments: Okay, and then I’m just trying to get a little more color in terms of any information you provide on expected proceeds on the sale of the Converged business, you have retained the investment bankers, that process is underway, you gave some good details in terms of the metrics on that business going well and if I look at the balance sheet that is an asset held for sale I think it is $27 million. Does that represent the book value of that asset?

That is correct. Barry Sine – Capstone Investments: So that is the book value. In the purchase price, if you can refresh my memory and then also if you could describe that property, the size of that property when you purchased it and then how have you improved and grown that property since the purchase?

Well as far as what we purchased it was approximately just under 100 hundred complexes when we purchased them. We probably have weeded out over 25% of the properties that we purchased because they were small or unprofitable. Then we have added our own and so we basically got rid of properties that were well under 100 units and the properties that we have added on generally have been on generally have been well over a 100 units. So the number of complexes may not have changed as dramatically as the number of apartment units. So, we have approximately over 20,000 apartment units today under contract and that’s probably up at least 25% or more from when we bought that business. We’ve also added additional services. Many of those businesses had a single service, or many of those units had a single service when we purchased the business and we’ve at least brought in two services and in some three services from where we had it. Barry Sine – Capstone Investments: And I think the purchase price if I am not mistaken was around $10 – $10.5 million. I think there was two tranches when you purchased that business.

That’s close. Yes. Barry Sine – Capstone Investments: And the basis today is obviously due to investments in the business from the time you purchase it.

Yes. Barry Sine – Capstone Investments: Okay. And I guess – I'm guessing you probably don’t want to give any guidance in terms of your ability to recoup that investment or not.

Probably not appropriate unless wants to pay us $200 million or $300 million we certainly – Barry Sine – Capstone Investments: All right. Okay. Those are my questions. Thank you.

Thank you.

(Operator instructions) We will go next to Will Lauber of Sterling Capital Management. Will Lauber – Sterling Capital Management: Hi. I had a couple of questions. I probably asked this question before, but just want to clarify this. The relationship with Sprint, I wonder if you can comment on how it would affect I guess two various scenarios will play out. One is if they would be bought by a private equity firm, or maybe some foreign carrier that would not be a competitor of yours and then what would happen if they were bought by, you know, AT&T, Verizon, or some other competitor in your area.

This is Earle. I will take that question. If it was purchased by a private equity or foreign entity, the impact really would be no impact at all as far as our current contract. We are Sprint in our geographic area. We own the network. We own the distribution. We service the customers and the contract is very, very clear that we are Sprint in that footprint. As far as what would be the impact if Sprint was acquired by either AT&T or Verizon. First of all, I think the probability of that is extremely small, if not zero simply because of the concentration of customers and frequency that would be put – when you put those two companies together. I think when you look at how much Alltel had to sell in order to merge with Verizon, that would give you a good idea of what the impact would be times, many, many times if you were looking at a combination with either AT&T or Verizon. So, I think the probability of that is very small. With that said, we still are exclusive in that service area at the 1900 frequency. Will Lauber – Sterling Capital Management: So I guess what I am – maybe not if it’s not AT&T or Verizon or just yes any other competitor. You say you have the exclusive there, but if it is already a competitor, does that bring up the whole affiliate kind of law suits that Sprint dealt with and I guess you guys decided to go a different route, but would that be a legal issue.

Potentially, once again we’d be speculating on who it might be, but obviously if there was a competitive issue that violated the contract, we’d have to pursue whatever areas we could pursue. Will Lauber – Sterling Capital Management: Okay and my next question was when I talked with you guys in the past, you said that the local economy there is holding up better than nationwide. Is that still the case?

Yes. Actually, unemployment is lower than the national average and several of the areas that we serve have actually been classified as some of the best parts of the economy in the country. So, we really haven’t seen – I won’t say that there has been no impact, but it is certainly not the impact that you would see in Michigan or Ohio or other states. Will Lauber – Sterling Capital Management: And with the rapid acquisition as well as within your Virginia territories right now, is there any coal country in there.

Yes. Part of the area that we serve, will serve with Rapid is the coal industry is quite dominant. Will Lauber – Sterling Capital Management: Okay. And would – is that something that you’ve thought about, you know, I don’t think it’s going to happen now because Federal government is going to be pretty constrained, but if they go through with some cap-and-trade and the coal industry starts going down in those territories.

Well an awful lot of the coal mined in West Virginia is exported. So, there will still be I think demand for coal or alloy even if there is changes in the U.S. approach to coal. Will Lauber – Sterling Capital Management: Okay. Thank you very much.

Thank you, Will.

(Operator instructions) All right. We have no further questions on the phone at this time. I would like to turn the call back over to the speakers for any additional or closing remarks.

Thank you for participating. I would like to extend an invitation to each of you to let me know if there are additional details you’d like see in the future. My contact information was provided on the press release. Thanks again.

And again ladies and gentlemen, this does conclude today’s conference. We thank you for your participation. You may now disconnect.