SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                    FORM 10-K

___  (Mark One)
 x   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
---  ACT OF 1934

For fiscal year ended December 31, 1999
                      -----------------
                                       OR

---
___  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the transition period from _______ to ____________________________________

                         Commission file number: 0-16751
                                                ------------

                        CFW COMMUNICATIONS COMPANY
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

           Virginia                            54-1443350
-------------------------------          ----------------------
(State or other jurisdiction of            (I. R. S. employer
 incorporation or organization)          identification number)

P. O. Box 1990, Waynesboro, Virginia                 22980
----------------------------------------        ---------------
(Address of principal executive offices)           (Zip Code)

Registrant's telephone number, including area code   540-946-3500
                                                    ---------------

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

Title of Each Class                  Name of Each Exchange on Which Registered
-------------------                  -----------------------------------------
       None                                             None

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                           Common Stock, no par value
--------------------------------------------------------------------------------
                                (Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports)  and  (2)  has  been  subject  to such  filing
requirements for the past 90 days.

         YES   X        NO
            -------       ---------

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. ( )

Aggregate  market  value  of the  voting  stock  held by  non-affiliates  of the
registrant as of February 28, 2000;  $512,858,952.  (In determining this figure,
the registrant has assumed that all of its directors and executive  officers are
affiliates.  Such  assumption  shall  not be  deemed  conclusive  for any  other
purpose.  The aggregate market value has been computed based upon the average of
the bid and asked prices as of February 28, 2000.)


<PAGE>
CFW COMMUNICATIONS COMPANY                                            FORM 10-K

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

Class    Common Stock, no par value

Outstanding March 1, 2000 13,062,252 shares

DOCUMENTS INCORPORATED BY REFERENCE

         Information  from the  following  documents  has been  incorporated  by
reference in this report:

         --- Annual Report to  Shareholders  for year ended  December 31, 1999 -
             PARTS I AND II

         --- Proxy Statement for 1999 Annual Meeting of Shareholders - PARTS I
             AND III


<PAGE>
CFW COMMUNICATIONS COMPANY                                            FORM 10-K


                                     PART I

Item  1.  BUSINESS

                      CFW  Communications  Company  (CFW or the  Company)  is an
                      integrated communications provider. The Company provides a
                      broad range of  products  and  services  to  business  and
                      residential customers in Virginia, West Virginia, Kentucky
                      and Tennessee.  These communications products and services
                      include digital  personal  communications  services (PCS),
                      dial-up Internet access,  high-speed data services such as
                      Digital Subscriber Line (DSL) and dedicated service, local
                      telephone,  competitive local telephone services (CLEC) to
                      businesses,   long  distance,  analog  cellular,   paging,
                      wireless  and   wireline   cable   television,   directory
                      assistance,   competitive  access,  and  alarm  monitoring
                      services.

                      The  Company's  strategy is to be a  regional,  integrated
                      provider  of  communications   products  and  services  to
                      customers  within an expanding  service area.  The Company
                      has  implemented  this  strategy   through   acquisitions,
                      investments  in  spectrum  licenses  and  internal  growth
                      through capital investment.  In addition,  the Company has
                      leveraged its existing  switching platform and fiber optic
                      network by providing  several services which utilize these
                      assets such as long distance  directory  assistance,  long
                      distance  services,   cable  television,   local  Internet
                      access, and various enhanced services such as Call Waiting
                      and Caller  Identification.  These activities  continue to
                      contribute to growth in the Company's  operating revenues.
                      In addition to these activities, the Company has commenced
                      offering  CLEC to businesses  and DSL Internet  service in
                      eight  markets  within  Virginia  and West  Virginia.  The
                      Company will further  expand its  operations  base and its
                      service offerings in Virginia and West Virginia in 2000.

                      The  Company  provides  wireline  services  such as  local
                      exchange and telephone  service to customers in the cities
                      of Waynesboro,  Clifton Forge and Covington, Virginia, and
                      the  surrounding  counties,  and  maintains  approximately
                      37,900  access  lines in these  service  territories.  The
                      Company is a certified local exchange carrier in Virginia,
                      West  Virginia and  Tennessee  and,  with  interconnection
                      agreements in place with three  incumbent  local telephone
                      providers  (Bell  Atlantic,  GTE and Sprint),  the Company
                      commenced  providing  competitive local telephone services
                      to  businesses  in   Charlottesville,   Harrisonburg   and
                      Staunton, Virginia in late 1998. In late 1999, the Company
                      expanded this service offering to Lexington, Lynchburg and
                      Winchester,  Virginia and Huntington and Charleston,  West
                      Virginia.

                      In addition to its local telephone operations, the Company
                      owns and  operates  over 500 miles of fiber optic cable in
                      western and central  Virginia.  This fiber is connected to
                      and is a part of a fiber network managed by ValleyNet,  in
                      which  the  Company  is a partner  using  state-of-the-art
                      electronics, thus establishing a regional backbone for the
                      rapid deployment of broadband  services beyond traditional
                      franchise  boundaries.  Additionally,   ValleyNet's  fiber
                      network is  connected to Carolina  FiberNet  and, in 1998,
                      the  ValleyNet  network was expanded to connect to the AEP
                      Communications network. This contiguous network serves ten
                      states and represents 5,000 miles of fiber cable. CFW also
                      leases capacity on this network to long distance  carriers
                      and provides private network facilities and local Internet


                                       3
<PAGE>
CFW COMMUNICATIONS COMPANY                                            FORM 10-K

                      access. Continued expansion and enhancement of the network
                      infrastructure  will  facilitate the Company's  ability to
                      further  control its network  operating costs in its CLEC,
                      Internet,  and PCS businesses in an expanding  region.  In
                      March 2000, the company exchanged excess fiber capacity in
                      its fiber network in Virginia for an additional  261 miles
                      of fiber optic cable that  extends its fiber  network from
                      Roanoke,  Virginia to  Charleston,  Beckley and Bluefield,
                      West Virginia. In addition, in the second quarter of 2000,
                      the Company  anticipates  completion of an additional  500
                      miles of fiber optic cable  interconnecting  the cities of
                      Lynchburg,    Winchester,   Danville   and   Martinsville,
                      Virginia.

                      The Company's  Internet  business  services  nearly 45,200
                      customers  in  50  markets  in  Virginia,  West  Virginia,
                      Tennessee and North Carolina.  This expansion has occurred
                      through  acquisitions and internal growth. The Company had
                      two primary  acquisitions in 1999. In August,  the Company
                      acquired  NetAccess,  Inc. (Net Access) for  approximately
                      $6.0 million. This acquisition added 13,500 subscribers in
                      18 markets. In October, the Company acquired substantially
                      all  of  the   assets  of   Cornerstone   Networks,   Inc.
                      (Cornerstone) for $4.5 million and formed CFW Cornerstone,
                      Inc.  (CFW  Cornerstone).  This  acquisition  added  9,000
                      subscribers in 4 markets.  The Company  acquired assets of
                      three other Internet  Service  Providers (ISP) for a total
                      of  $1.9  million.   These   acquisitions   increased  the
                      Company's  Internet  customers by 6,600  subscribers.  See
                      Note 6 to the Company's  Consolidated Financial Statements
                      as found  on page 27 of the  Annual  Report  of CFW to its
                      Shareholders for the year ended December 31, 1999 which is
                      incorporated herein by reference.

                      The  Company  provides  wireline  cable  services to 7,200
                      customers in Alleghany County, Virginia.  During 1996, the
                      Company  completed  the  rebuild  and  expansion  of  this
                      wireline system to a state-of-the-art hybrid fiber coaxial
                      (HFC)  network  with  750 MHz of  capacity.  This  upgrade
                      provides  better  signal  quality,  expands  the number of
                      channels and includes  additional  premium channels.  This
                      HFC  network  provides  the   infrastructure   to  support
                      high-speed   modems  for  service  such  as  Internet  and
                      provides the Company a platform to support voice, data and
                      video over a single wireline network.

                      The   Company    also    currently    provides    wireless
                      communications  products  and  services  such as cellular,
                      personal  communication  services,  paging and cable.  The
                      Company  owns  approximately  84% of,  and is the  general
                      partner in, a limited  partnership that provides  cellular
                      service in Virginia  RSA6, a cellular  geographic  area in
                      Western  Virginia  covering a population of  approximately
                      200,000 and 75 miles of  interstate  highway.  The Company
                      also  is a  22%  limited  partner  in  the  Virginia  RSA5
                      partnership  providing  cellular  service  in  the  region
                      immediately south of RSA6.

                      The  Company  has  a  21%  common  ownership  interest  in
                      Virginia PCS Alliance,  L.C. (VA Alliance),  a provider of
                      PCS  serving a 1.6 million  populated  area in central and
                      western Virginia which commenced providing service in late
                      1997. In addition to the interest in the VA Alliance,  the
                      Company  also has a 45% common  ownership  interest in the
                      West Virginia PCS Alliance, L.C. (WV Alliance), a provider
                      of PCS  serving  a 2.0  million  populated  area  in  West


                                       4
<PAGE>
CFW COMMUNICATIONS COMPANY                                            FORM 10-K

                      Virginia and eastern Kentucky,  southwestern  Virginia and
                      eastern Ohio. WV Alliance commenced providing PCS services
                      in  late  1998.  Finally,   the  Company  has  controlling
                      interests  in   additional   PCS   licenses   covering  an
                      additional 1.8 million populated area. The total aggregate
                      population  covered  by  all  PCS  licenses  owned  by the
                      Company   is   approximately   5.4   million.   Additional
                      information regarding these PCS investments is included in
                      Note 3 to the Company's  Consolidated Financial Statements
                      as found  on page 25 of the  Annual  Report  of CFW to its
                      Shareholders for the year ended December 31, 1999 which is
                      incorporated herein by reference.

                      The Company owns and operates  wireless  cable  systems in
                      the  Charlottesville,   Shenandoah  Valley  and  Richmond,
                      Virginia markets. These systems currently provide wireless
                      cable  service  to  approximately  11,100  customers.  The
                      Company  provides   high-speed  Internet  service  in  the
                      Charlottesville   market   utilizing  the  wireless  cable
                      spectrum.

                      CFW   provides   third-party    operator-based   directory
                      information    services    to    customers    of   several
                      communications  companies  as  well as to  other  business
                      customers. The Company currently handles more than 180,000
                      requests per average business day and provides  employment
                      for approximately 400 directory assistance personnel.  The
                      Company's  largest directory  assistance  customer is AT&T
                      which  accounts  for  86% of  total  directory  assistance
                      revenues,   down  from  94%  in  the  prior  year.  A  new
                      multi-year  contract with AT&T  commenced in January 2000.
                      During 1998, the Company  invested in a national  database
                      provider  and,  in  late  1998,  began  offering  national
                      directory  assistance  services.  Prior to June 1999,  the
                      Company had two operational  calling centers  dedicated to
                      these  operations.  During  1998 the  Company  purchased a
                      historically  significant building in downtown Winchester,
                      Virginia  which was renovated  into a third calling center
                      and  opened  in June  1999.  This  additional  center  can
                      accommodate   approximately   110   directory   assistance
                      operator  personnel.  This  facility  provides  additional
                      capacity and can be used to provide  directory  assistance
                      and call completion for other telecommunication companies.

                      The Company provides other communications services such as
                      alarm installation and monitoring,  billing and collection
                      services to long  distance  carriers  within the Company's
                      local  telephone   exchange,   and  a  regional  telephone
                      directory that is used by both its customers and customers
                      in neighboring local exchanges.

                      The percentage of total sales contributed by each class of
                      service is as follows:

                                                       1999      1998     1997
                                                       ----      ----     ----

                      Wireline communications          59.8%     56.4%    58.4%
                      Wireless communications          18.4%     19.8%    19.9%
                      Directory assistance             16.4%     19.4%    17.9%
                      Other communications services     5.4%      4.4%     3.8%

                      Construction  materials and  equipment are furnished  from
                      dependable suppliers.  Delivery of materials and equipment
                      is being  made on  normal  schedules.  Programs  have been
                      initiated by the  registrant  to conserve fuel and energy.
                      Regulations  published by the Federal  Energy  Office give
                      high priority to telephone  companies in the allocation of
                      fuel in the event of a shortage.



                                       5
<PAGE>
CFW COMMUNICATIONS COMPANY                                            FORM 10-K

                      CFW Telephone  Inc., a  wholly-owned  subsidiary,  holds a
                      Certificate of Public Convenience and Necessity granted by
                      the State  Corporation  Commission  of Virginia to provide
                      telephone services in its certificated area. CFW Telephone
                      Inc.  also  holds  franchises  granted  by the  cities  of
                      Clifton Forge,  Covington and  Waynesboro  which expire in
                      2021  and the town of Iron  Gate  which  expires  in 2024.
                      These  franchises  grant CFW  Telephone  Inc. the right to
                      place its poles and wires in the respective jurisdictions.
                      Historically,  CFW Telephone Inc. has not had  significant
                      competition  from other  providers over its core services.
                      However,  due  to  the   Telecommunications  Act  of  1996
                      (discussed   further   below)   and,   due   to   wireless
                      technological  advances,  the  Company  may be  subject to
                      greater competition in the future.

                      CFW Network Inc., a  wholly-owned  subsidiary,  operates a
                      fiber optic network which is unique to the area it serves.
                      It holds a Certificate of Public Convenience and Necessity
                      to  provide  interexchange  services  anywhere  within the
                      Commonwealth  of  Virginia  and  in  1996  was  granted  a
                      Certificate of Public Convenience and Necessity to provide
                      competitive local exchange services in eleven counties and
                      ten cities in Virginia.  In 1999, this  certification  was
                      extended to include the entire  Commonwealth  of Virginia.
                      The Company competes with other local telephone companies.
                      With respect to its carrier services business, competition
                      may occur in the  future in the  event  service  providers
                      build network facilities.  In addition to CLEC and carrier
                      services,  CFW Network  Inc.  is also an Internet  service
                      provider (ISP) in 28 markets in Virginia.

                      As mentioned  above,  the Company  acquired Net Access and
                      acquired  substantially  all of the assets of Cornerstone,
                      both of  which  provide  dial-up  and  dedicated  Internet
                      access,  and  high-speed  access  (through  DSL  and  ISDN
                      technologies).  In  addition  to being an ISP,  Net Access
                      also   operates  as  a  CLEC   through  its   wholly-owned
                      subsidiary,  NA  Communications,  Inc. NA  Communications,
                      Inc. is  certified in certain  parts of Southern  Virginia
                      and Tennessee.

                      Through its wholly-owned  subsidiaries  providing Internet
                      services,  the Company is an ISP in 50 markets  throughout
                      Virginia,  West  Virginia and parts of Tennessee and North
                      Carolina.

                      CFW Cable of Virginia  Inc.,  a  wholly-owned  subsidiary,
                      provides  cable  television  service in primarily the same
                      franchised  area  as CFW  Telephone  Inc.  provides  local
                      telephone service in the Clifton Forge and Covington area.
                      Over-the-air  broadcasting,   direct  broadcast  satellite
                      service and other  satellite-based  services  compete with
                      the Company's wireline cable system.

                      CFW  Wireless  Inc.   (CFW   Wireless),   a   wholly-owned
                      subsidiary,  provides  analog  cellular  and  digital  PCS
                      services in Virginia  RSA6.  CFW  Wireless  competes  with
                      another  cellular  provider in Virginia RSA6 and also with
                      PCS providers. In 1998, the Company initiated filings with


                                       6
<PAGE>
CFW COMMUNICATIONS COMPANY                                            FORM 10-K

                      the  state  of  West  Virginia  to  obtain  certifications
                      necessary  to  provide  CLEC  services  similar  to  those
                      granted  to  CFW  Network  Inc.  for  our  Virginia   CLEC
                      offering.  Approval of these certificates in West Virginia
                      was  granted in January  1999 and allows CFW  Wireless  to
                      provide  CLEC  services   throughout   the  entire  state.
                      Additionally,   CFW  Wireless  obtained  certification  to
                      provide interexchange  telecommunications resale services.
                      This  certification  allows the  Company  to provide  long
                      distance services in West Virginia.  Finally, CFW Wireless
                      is an ISP in West Virginia, servicing 6,000 subscribers.

                      The  VA  Alliance  offers  PCS,  a 100%  digital  wireless
                      technology,  throughout central and western Virginia.  The
                      WV Alliance  commenced  providing  PCS services in 1998 in
                      Charleston  and   Huntington,   West  Virginia  and  their
                      surrounding  communities  and,  in the  second  quarter of
                      1999, expanded into the northern corridor,  which includes
                      the cities of Clarksburg,  Fairmont, and Morgantown,  West
                      Virginia.  PCS  provides  higher  voice  quality,   longer
                      battery life,  text  messaging and more enhanced  features
                      than  cellular.  PCS will  initially  compete  with  local
                      telephone and cellular  providers  through fixed  wireline
                      replacement and mobility services.

                      CFW  Cable  Inc.,  a  wholly-owned  subsidiary  holds  FCC
                      licenses  and lease  arrangements  with FCC  licensees  to
                      provide  wireless  cable  service  in  the  Lynchburg  and
                      Winchester,  Virginia  markets and the  Martinsburg,  West
                      Virginia  market,  in addition to the  Shenandoah  Valley,
                      Charlottesville,  and Richmond, Virginia markets which the
                      company  currently serves.  Conventional  cable television
                      service and  over-the-air-broadcasting,  direct  broadcast
                      satellite  service  and  other  satellite-based   services
                      compete  with  the  Company's  wireless  cable  television
                      operations.  Acquisitions of MMDS spectrum by Sprint Corp.
                      and MCI WorldCom are expected to accelerate development of
                      digital   equipment  for  high-speed   digital  data,  and
                      possibly voice, applications. Such high-speed applications
                      are expected to add further competition.

                      Financial  information about industry segments required by
                      this item is incorporated herein by reference to Note 2 of
                      the Notes to Consolidated  Financial  Statements  found on
                      pages  23  through   25  in  the  Annual   Report  of  CFW
                      Communications  Company to its  Shareholders  for the year
                      ended December 31, 1999.

                      In early 1996, Congress passed the  Telecommunications Act
                      of   1996,    aimed   at   increasing    competition    in
                      telecommunications services such as local telephone, cable
                      and long  distance.  The Company has developed a strategic
                      plan  to  capitalize  on  these   opportunities   and,  as
                      previously  stated, is now certified by the Virginia State
                      Corporation Commission to provide local telephone services
                      throughout   Virginia.   Additionally,   the   Company  is
                      certified as a CLEC in West Virginia and Tennessee.

                      Seasonal effect on the business is not material;  however,
                      directory assistance calling volume and roaming traffic is
                      typically higher in the summer months. No extended payment
                      terms are made to customers.  Orders for  installation  of
                      services are being filled on a current basis.  No material
                      part of the business is done with the Government. Research
                      and   development   is  performed   by  the   registrant's
                      suppliers. For the years ended December 31, 1999, 1998 and


                                       7
<PAGE>
CFW COMMUNICATIONS COMPANY                                            FORM 10-K

                      1997,  AT&T accounted for 20%, 28% and 34%,  respectively,
                      of the registrant's  consolidated revenues. These revenues
                      primarily  consisted  of carrier  access  charges for long
                      distance  services,  billing and  collection  services and
                      directory assistance.

                      The  Company  believes  that  it  is  in  compliance  with
                      federal,  state  and  local  provisions  which  have  been
                      enacted or adopted  regulating  the discharge of materials
                      into  the   environment  or  otherwise   relating  to  the
                      protection  of  the  environment.  The  Company  does  not
                      anticipate any material effect on capital expenditures for
                      environmental control facilities at any time in the future
                      in order to maintain its compliance.

                      The Company employs 1,062 regular  full-time and part-time
                      persons.

                      CAUTIONARY  STATEMENT  FOR  PURPOSES OF THE "SAFE  HARBOR"
                      PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT
                      OF 1995

                      The Company desires to take advantage of the "safe harbor"
                      provisions of the Private Securities Litigation Reform Act
                      of 1995. The Company wishes to caution  readers that these
                      forward-looking  statements and any other  forward-looking
                      statements  made by the  Company  are based on a number of
                      assumptions,  estimates and projections  including but not
                      limited to, continuation of economic growth and demand for
                      wireless    and    wireline    communications    services;
                      continuation  of current  level of  services  for  certain
                      material customers; reform initiatives being considered by
                      the FCC  being  relatively  revenue  neutral;  significant
                      competition  in the Company's  telephone  service area not
                      emerging in 2000; the impact on capital  requirements  and
                      earnings  from new business  opportunities  and  expansion
                      into new markets and anticipated  competitive activity not
                      being greater than  anticipated;  and the  achievement  of
                      build-out,  operational,  capital, financing and marketing
                      plans  relating to deployment  of PCS services.  Investors
                      are cautioned that any such forward-looking statements are
                      not guarantees of future performance and involve risks and
                      uncertainties,  and that any  significant  deviations from
                      these  assumptions  could cause  actual  results to differ
                      materially   from   those   in   the   above   and   other
                      forward-looking  statements.   Forward-looking  statements
                      included  herein are as of the date hereof and the Company
                      undertakes   no   obligation  to  revise  or  update  such
                      statements to reflect  events or  circumstances  after the
                      date hereof or to reflect the occurrence of  unanticipated
                      events.

                      EXECUTIVE OFFICERS OF THE COMPANY
<TABLE>
                                  Name                                      Office                             Age
                      ----------------------------- -------------------------------------------------------- --------
                      <S>                           <C>                                                        <C>
                      J. W. Brownlee                Vice President- Virginia Operations                        59
                      W. C. Catlett                 Vice President- Strategy and Business Development          40
                      D. E. Lowe                    President- West Virginia Operations                        58
                      D. R. Maccarelli              President- Virginia Operations                             47
                      M. B. Moneymaker              Vice President and Chief Financial Officer, Treasurer      42
                                                    and Secretary
                      D. M. Persing                 Senior Vice President                                      48
                      J. S. Quarforth               Chairman of the Board and Chief Executive Officer          45
                      C. A. Rosberg                 President and Chief Operating Officer                      47
</TABLE>
                      Information for Mr.  Quarforth and Mr. Rosberg is included
                      under the heading  "Election  of  Directors"  in the Proxy


                                       8
<PAGE>
CFW COMMUNICATIONS COMPANY                                            FORM 10-K

                      Statement of the registrant for its 1999 Annual Meeting of
                      Shareholders which is incorporated herein by reference.

                      Mr. Brownlee became Vice President- Virginia Operations in
                      1999 after serving as Vice  President and Chief  Operating
                      Officer - Wireline  since January 1997.  From January 1989
                      to December  1996, he served as Vice President - Telephone
                      Operations.   Previously   he  served  as  Outside   Plant
                      Engineering  and  Construction  Manager  from October 1978
                      until January 1989.

                      Mr. Catlett became Vice President - Strategy and Business
                      Development  in January 1997 after  serving as Director of
                      Business  Development since January 1994.  Previously,  he
                      served as Planning and Regulatory  Manager from April 1992
                      until January 1994 and Revenue  Requirements  Manager from
                      May 1990 until April 1992.

                      Mr. Lowe became  President of West Virginia  operations in
                      January 1998. Previously,  he was employed by Charles Ryan
                      Associates,  a public relations and advertising firm, from
                      January 1997 until December  1997.  From August 1995 until
                      December  1996  he  was  self-employed  as an  independent
                      consultant.  During a period  of this  time,  he served as
                      President of Glade Springs LLC, a recreational  resort and
                      residential  development company. From 1963 through August
                      1995, Mr. Lowe was employed by Bell  Atlantic,  the last 2
                      1/2  years of which  he  served  as  President  and  Chief
                      Executive  Officer for Bell Atlantic - West  Virginia.  He
                      held  other   executive  level  positions  in  operations,
                      advertising,  corporate  relations,  external affairs, and
                      strategic  planning during his 32-year  telecommunications
                      career at Bell Atlantic.

                      Mr. Maccarelli became President of Virginia  Operations in
                      July  1999.  From  January  1994 to June 1999 he served as
                      Senior Vice President. From January 1993 to December 1993,
                      he served as Vice President - Network Services.  From June
                      1974  to  December  1992  he  held   numerous   leadership
                      positions with Bell Atlantic.  These positions encompassed
                      operations,    engineering,    regulatory   and   business
                      development.

                      Mr.  Moneymaker  became Vice President and Chief Financial
                      Officer,  Treasurer and  Secretary in January  1999.  From
                      October 1995 to December 1998 he served as Vice  President
                      of Finance.  Previously, he was a Senior Manager for Ernst
                      and Young from October 1989 until October 1995.

                      Ms.  Persing became Senior Vice President in January 1999.
                      From  May  1998  to  December  1998  she  served  as  Vice
                      President-  Human  Resources.  From December 1995 to March
                      1998, she was employed by PrimeCo Personal  Communications
                      as Vice  President  of  Customer  Care.  From June 1974 to
                      January 1994, she held numerous leadership  positions with
                      AT&T. These positions encompassed customer care, directory
                      assistance, human resources, network engineering, software
                      development and large project management. From August 1994
                      to November  1995,  she served as  operations  manager for
                      CFW's directory assistance operation.



                                       9
<PAGE>
CFW COMMUNICATIONS COMPANY                                            FORM 10-K

Item  2.  PROPERTIES

                      The  Company  owns its  four  exchange  buildings  and all
                      equipment   therein  in  the  cities  of  Clifton   Forge,
                      Covington and Waynesboro and the rural  community of Potts
                      Creek.  The  Company  also  owns a  plant  service  center
                      building   located   approximately   one  mile   from  the
                      Waynesboro and Covington exchange  buildings.  The Company
                      owns  its  corporate   headquarters  building  located  in
                      Waynesboro,  Virginia.  Additionally, the Company owns two
                      15,700 square feet directory service centers,  one located
                      in  Clifton  Forge,  Virginia  and the  other  located  in
                      Waynesboro,  Virginia.  The Company  owns a 14,400  square
                      foot building  located  adjacent to its directory  service
                      center in Waynesboro, Virginia for purposes of housing its
                      main  PCS  operations.  In  1998,  the  Company  completed
                      construction  of a 31,000  square  foot  building  located
                      adjacent to its main PCS operations  building for purposes
                      of housing its  integrated  customer care  facilities.  In
                      addition, in 1998 the Company completed  construction of a
                      6,400  square foot  retail  store  located in  Waynesboro,
                      Virginia.  All buildings are of masonry  construction  and
                      are in good  condition.  In 1998,  the Company  acquired a
                      33,000  square  foot  building   located  in   Winchester,
                      Virginia.   Approximately  17,500  square  feet  has  been
                      renovated  and  is  being  used  as  our  third  directory
                      assistance  call center.  The  remaining  square  footage,
                      which has not been  renovated,  is available for directory
                      assistance and other expansion needs.

Item  3.  LEGAL PROCEEDINGS

                      None.

Item  4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

                      There  were no  matters  submitted  to a vote of  security
                      holders during the quarter ending December 31, 1999.

                                     PART II

Item  5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

                      The  Common  Stock of the  Company is listed in the NASDAQ
                      National  Market.  The number of  registered  shareholders
                      totaled  2,977 as of December  31,  1999, a decrease of 21
                      since December 31, 1998. The range of stock prices for the
                      two most recent  fiscal years is included in a table under
                      the  heading  "Quarterly  Review" on Page 38 of the Annual
                      Report of CFW  Communications  Company to its shareholders
                      for the year ended  December 31, 1999 and is  incorporated
                      herein by  reference.  The regular cash  dividend paid for
                      each quarter of 1999 and 1998 was  $0.11475 and  $0.10875,
                      respectively,   totaling   $0.459   and   $0.435  for  the
                      respective years.

Item  6.  SELECTED FINANCIAL DATA

                      The  information  included  under  the  heading  "Selected
                      Financial Data and Five Year Growth Comparison" on Page 39
                      of the Annual Report of CFW Communications  Company to its
                      Shareholders  for the  year  ended  December  31,  1999 is
                      incorporated herein by reference.



                                       10
<PAGE>
CFW COMMUNICATIONS COMPANY                                            FORM 10-K

Item  7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS

                      The "Management's  Discussion and Analysis" found on Pages
                      33 through 37 of the Annual  Report of CFW  Communications
                      Company to its  Shareholders  for the year ended  December
                      31, 1999 is incorporated herein by reference.

Item 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

                      The  Company has not entered  into  financial  instruments
                      that   subject  the  Company  to  material   market  risk.
                      Financial  instruments  in which  the  Company  holds  are
                      disclosed in Notes 4 and 5 to the  Company's  Consolidated
                      Financial  Statements  as  found on pages 26 and 27 of the
                      Annual  Report  of CFW to its  Shareholders  for the  year
                      ended  December  31,  1999 and is  incorporated  herein by
                      reference.

Item  8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                      Information  required by this item is incorporated  herein
                      by  reference to the Annual  Report of CFW  Communications
                      Company to its  Shareholders  for the year ended  December
                      31, 1999 as follows:

                      Financial  statements  and  Independent  Auditor's  Report
                      found on Pages 16 through 32.

Item  9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
          ACCOUNTING AND FINANCIAL DISCLOSURE

                      None

                                    PART III

Item 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

                      The  information  included under the heading  "Election of
                      Directors"  in  the  definitive  Proxy  Statement  of  the
                      registrant for its 1999 Annual Meeting of  Shareholders is
                      incorporated herein by reference.

Item 11.  EXECUTIVE COMPENSATION

                      The  information   included  under  the  heading  "Summary
                      Compensation  Tables" in the definitive Proxy Statement of
                      the registrant for its 2000 Annual Meeting of Shareholders
                      is incorporated herein by reference.

Item 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

                      The information  included under the headings  "Election of
                      Directors"  and "Related  Transactions"  in the definitive
                      Proxy  Statement  of the  registrant  for its 2000  Annual
                      Meeting  of  Shareholders   is   incorporated   herein  by
                      reference.

Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

                      The information  included under the headings  "Election of
                      Directors"  and "Related  Transactions"  in the definitive
                      Proxy  Statement  of the  registrant  for its 2000  Annual
                      Meeting  of  Shareholders   is   incorporated   herein  by
                      reference.



                                       11
<PAGE>
CFW COMMUNICATIONS COMPANY                                            FORM 10-K

                                     PART IV

Item 14.      EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

   (a)1.      Financial Statements

              The following financial  statements of CFW Communications  Company
              are  incorporated  by  reference  in Part II,  Item 8 of this FORM
              10-K:

              Consolidated Balance Sheets at December 31, 1999 and 1998.

              Consolidated Statements of Income for the years ended December 31,
              1999, 1998, and 1997.

              Consolidated Statements of Cash Flows for the years ended December
              31, 1999, 1998, and 1997.

              Consolidated  Statements  of  Shareholders'  Equity  for the years
              ended December 31, 1999, 1998, and 1997.

              Notes to Consolidated Financial Statements.

              Independent Auditor's Report.

      2.      Schedules

              Financial  information of  subsidiaries  not  consolidated  and 50
              percent or less owned entities.

                (a)     The  following  financial  statements  of  Virginia  PCS
                        Alliances,  L.C. are  incorporated as Exhibit 99 of this
                        FORM 10-K:

                        Balance Sheets at December 31, 1999 and 1998.

                        Statements  of Operations  for the years ended  December
                        31, 1999 and 1998.

                        Statements  of Cash Flows for the years  ended  December
                        31, 1999 and 1998.

                        Statements  of Members'  Equity  (deficit) for the years
                        ended December 31, 1999 and 1998.

                        Notes to Financial Statements.

                        Independent Auditor's Report.


                (b)     The following financial  statements of West Virginia PCS
                        Alliances,  L.C. are  incorporated as Exhibit 99 of this
                        FORM 10-K:

                        Balance Sheets at December 31, 1999 and 1998.

                        Statements  of Operations  for the years ended  December
                        31, 1999 and 1998.

                        Statements  of Cash Flows for the years  ended  December
                        31, 1999 and 1998.

                        Statements  of Members'  Equity  (deficit) for the years
                        ended December 31, 1999 and 1998.



                                       12
<PAGE>
CFW COMMUNICATIONS COMPANY                                            FORM 10-K

                        Notes to Financial Statements.

                        Independent Auditor's Report.

      3.      Exhibits

                (3.1)   Articles of  Incorporation  are  incorporated  herein by
                        reference to Form 10-K, Exhibit 3, of CFW Communications
                        Company for the year ended December 31, 1995.

                (3.1.1) Amendment   to  the   Articles   of   Incorporation   is
                        incorporated  by reference  to Form 10-K,  Exhibit 3, of
                        CFW  Communications  Company for the year ended December
                        31, 1997.

                (3.2)   Amended  and  Restated  Bylaws  of  CFW   Communications
                        Company are filed herewith.

                (4)     Rights  Agreement  dated  as of  February  26,  2000  is
                        incorporated  herein  by  reference  to  the  Form  8-A,
                        Exhibit 4 dated February 29, 2000.

                (10.1)  The  previously  filed  1997  Stock  Compensation  Plan,
                        Non-Employee  Directors'  Stock  Option  Plan  and  1997
                        Employee Stock Purchase Plan are hereby  incorporated by
                        reference  to the  Company's  Registration  Statement on
                        Forms  S-8.  (Regis.  Nos.   333-40753,   333-40751  and
                        333-45593,  respectively).  The  previously  filed  1988
                        Stock Option Plan is incorporated herein by reference to
                        the  Company's   Registration  Statement  on  Form  S-4.
                        (Regis. No. 33-20201) Annex IV.*

                (10.2)  Form of Letter Amending the 1997 Stock Compensation Plan
                        of CFW Communications Company is filed herewith.

                (10.3)  Amendment to the Executive Supplemental  Retirement Plan
                        of CFW Communications Company is filed herewith.

                (10.4)  Form  of   Management   Continuity   Agreement   of  CFW
                        Communications Company is filed herewith.

                (13)    Annual  Report  of  CFW  Communications  Company  to its
                        shareholders  for the year ended  December 31, 1999 (See
                        Note 1).

                (21)    Subsidiaries of the registrant.

                (23)    Consent of McGladrey & Pullen, LLP.

                (27)    Financial  Data Schedule for the year ended December 31,
                        1999.

                (99)    Financial Statements of Virginia PCS Alliances, L.C. and
                        for West Virginia PCS Alliances, L.C. for the year ended
                        December 31, 1999.

               Note 1. With the  exception of the  information  incorporated  in
               this Form 10-K by reference thereto,  the Annual Report shall not
               be deemed "filed" as part of this Form 10-K.

                   * Compensatory plan or arrangement required to be filed as an
               exhibit to this report pursuant to item 14 Form 10-K.



                                       13
<PAGE>
CFW COMMUNICATIONS COMPANY                                            FORM 10-K

   (b) Reports on Form 8-K.

              There  were no  reports  on Form 8-K for the  three  months  ended
December 31, 1999.


                                       14
<PAGE>
CFW COMMUNICATIONS COMPANY                                            FORM 10-K

                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) 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.

                                          CFW COMMUNICATIONS COMPANY
Dated:  March 30, 2000
                                          By    s/ J. S. Quarforth
                                            -------------------------
                                                   J. S. Quarforth, Chairman
                                                   and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  registrant and
in the capacities and on the dates indicated:


                                  Chairman and
   s/ J. S. Quarforth             Chief Executive Officer,
---------------------------       and Director                    March 30, 2000
      J. S. Quarforth

                                  President,
   s/ C. A. Rosberg               Chief Operating Officer,
---------------------------       and Director                    March 30, 2000
      C. A. Rosberg

   s/ P. H. Arnold                Director                        March 30, 2000
---------------------------
      P. H. Arnold

   s/ W. W. Gibbs, V              Director                        March 30, 2000
---------------------------
      W. W. Gibbs, V

   s/ J. B. Mitchell, Sr.         Director                        March 30, 2000
---------------------------
      J. B. Mitchell, Sr.

   s/ C. W. McNeely, III          Director                        March 30, 2000
---------------------------
      C. W. McNeely, III

   s/ J. N. Neff                  Director                        March 30, 2000
---------------------------
      J. N. Neff

   s/ R. S. Yeago, Jr.            Director                        March 30, 2000
---------------------------
      R. S. Yeago, Jr.

                                  Vice President and
   s/ M. B. Moneymaker            Chief Financial Officer,
-----------------------           Treasurer and Secretary         March 30, 2000
      M. B. Moneymaker



                                       15