Exhibit 10.18

                                                              Loan No. ML0743-T2

                       SECOND AMENDMENT TO TERM SUPPLEMENT

      This SECOND AMENDMENT TO TERM SUPPLEMENT (this "Amendment"), dated as of
November 30, 2004, is entered into between SHENANDOAH TELECOMMUNICATIONS COMPANY
(the "Borrower") and COBANK, ACB ("CoBank").

                                    RECITALS

      WHEREAS, CoBank and the Borrower are parties to that certain Term
Supplement, dated as of June 22, 2001, as amended by that certain First
Amendment to Term Supplement, dated as of September 1, 2001 (as so amended, the
"Supplement");

      WHEREAS, the Borrower and CoBank desire to enter into this Amendment to
amend certain provisions of the Supplement; and

      NOW, THEREFORE, in consideration of the premises and the agreements,
covenants and provisions herein contained and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:

SECTION 1. AMENDMENTS TO SUPPLEMENT

      The Borrower and CoBank hereby agree that the Supplement be, and it hereby
is, amended as follows:

      1.1 General. Upon and after the date hereof, all references to the
Supplement in any Loan Document (as defined in the Second Amended and Restated
Master Loan Agreement, dated as of November 30, 2004, between the Borrower and
CoBank) shall mean the Supplement as amended hereby. Except as expressly
provided herein, the execution and delivery of this Amendment do not and will
not amend, modify or supplement any provision of, or constitute a consent to or
a waiver of any noncompliance with the provisions of, the Supplement, and,
except as specifically provided in this Amendment, the Supplement shall remain
in full force and effect and is hereby ratified and confirmed.

      1.2 Amendment to Subsection 6(C) of the Supplement. Subsection 6(C) of the
Supplement is amended and restated in its entirety, as follows:

            "(C) Repayments from Asset Dispositions. The Borrower shall repay
            the Loan within 180 days of receipt by the Borrower or any Pledged
            Subsidiary of Net Proceeds (as hereinafter defined in this
            Subsection 6(C)) from any Asset Disposition (as hereinafter defined
            in this Subsection 6(C)), the Borrower shall repay the Loan in an
            amount equal to such Net Proceeds, unless such Net Proceeds have
            been reinvested in equipment or other assets that are used or useful
            in the business of the Borrower or its

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Second Amendment to Term Supplement/Shenandoah Telecommunications Company
Loan No. ML0743-T2

            Pledged Subsidiaries within such 180-day period. All such repayments
            shall be applied in accordance with Subsection 6(D) of this
            Supplement.

            "Asset Disposition" means the disposition, whether by sale, lease,
            transfer, or otherwise (other than as a result of loss, damage or
            destruction), by the Borrower, of any or all of its assets, other
            than (a) bona fide sales of inventory to customers for fair value in
            the ordinary course of business, (b) dispositions of obsolete
            equipment not used or useful in the business of such Borrower, (c)
            sales of Investments for fair value; and (d) dispositions of assets
            for which the aggregate market value of assets sold in any one
            transaction or series of related transactions for any calendar year
            does not exceed $1,000,000 for the Borrower and its Pledged
            Subsidiaries.

            "Net Proceeds" means cash proceeds (other than insurance proceeds)
            received by the Borrower or any Pledged Subsidiary from any Asset
            Disposition (including payments under notes or other debt securities
            received in connection with any Asset Disposition), net of (i) the
            costs of such sale, lease, transfer or other disposition (including
            taxes attributable to such sale, lease or transfer) and (ii) amounts
            applied to repayment of Indebtedness (other than to CoBank) secured
            by a lien on the asset or property disposed."

SECTION 2. MISCELLANEOUS

      2.1 Counterparts. This Amendment may be executed by each party to this
Amendment upon a separate copy, and in such case one counterpart of this
amendment shall consist of enough of such copies to reflect the signature of all
of the parties to this Amendment. This Amendment may be executed in two or more
counterparts, each of which shall be deemed an original, and it shall not be
necessary in making proof of this Amendment or its terms to produce or account
for more than one of such counterparts.

      2.2 Construction. This Amendment is a Loan Document and shall be
construed, administered and applied in accordance with all of the terms and
provisions of the Loan Agreement.

      2.3 Governing Law. This Amendment shall be governed by, construed and
enforced in accordance with the laws of the Commonwealth of Virginia, without
reference to the conflicts or choice of law principles thereof.

      2.4 Successors and Assigns. This amendment shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and
assigns.

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Second Amendment to Term Supplement/Shenandoah Telecommunications Company
Loan No. ML0743-T2

      IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective duly authorized officers as of the day and year
first written above.

SHENANDOAH TELECOMMUNICATIONS
COMPANY


By:_____________________________________

Title:__________________________________

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Second Amendment to Term Supplement/Shenandoah Telecommunications Company
Loan No. ML0743-T2

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COBANK, ACB


By: _____________________________________
    John P. Cole
    Vice President


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