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, 1998
                      -----------------
                                       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 22, 1999;  $282,675,506.  (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 22, 1999.)



<PAGE>

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, 1999 13,016,988 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, 1998
             PARTS I AND II
         --- Proxy Statement for 1999 Annual Meeting of Shareholders - PARTS I 
             AND III

                                       2
<PAGE>
CFW COMMUNICATIONS COMPANY                                             FORM 10-K

                                     PART I
Item  1.  BUSINESS

                      CFW  Communications  Company ("CFW" or the "Company") is a
                      diversified  telecommunications  provider offering a broad
                      range  of  integrated   telecommunications   products  and
                      services to business and residential customers in Virginia
                      and West  Virginia,  through its  wireline,  wireless  and
                      other  operating  divisions.  The  Company's  products and
                      services include local telephone, long distance,  personal
                      communications services (PCS), cellular,  paging, wireless
                      and  wireline  cable  television,   directory  assistance,
                      competitive  access,  local  internet  access,  and  alarm
                      monitoring and installation.

                      The  Company's  business  strategy  is to  be a  regional,
                      integrated, full-service provider of voice, data and video
                      communications  products and services to customers  within
                      an expanding service area. The principal components of the
                      Company's  strategy include;  (i) offering a full range of
                      communications  products and  services;  (ii)  focusing on
                      wireless   communications,   competitive  local  telephone
                      service (CLEC) and internet  access;  (iii) continuing its
                      tradition  of  delivering  high  quality  service  to  its
                      customers;  and (iv)  expanding  its  geographic  presence
                      throughout central and western Virginia, West Virginia and
                      surrounding states.

                      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
                      36,700  access  lines in these  service  territories.  The
                      Company is a certified local exchange carrier in an eleven
                      county  area in central  and western  Virginia  and,  with
                      interconnection  agreements in place with three  incumbent
                      local telephone providers, the Company commenced providing
                      competitive  local  telephone  services to  businesses  in
                      Charlottesville,  Harrisonburg  and Staunton,  Virginia in
                      late  1998 and,  in 1999,  plans to  expand  this  service
                      offering  throughout  central and western  Virginia and in
                      the Huntington and Charleston, WV communities.

                      In addition to its local telephone operations, the Company
                      owns and  operates  over 450 miles of fiber optic cable in
                      western and central Virginia.  This fiber is connected 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.  During 1997 ValleyNet connected its
                      fiber network to Carolina FiberNet. In 1998, the ValleyNet
                      network was expanded to connect to the AEP  Communications
                      network.  This  contiguous  network  serves ten states and
                      represents  4,500  miles of fiber  cable.  CFW also leases


                                       3
<PAGE>
CFW COMMUNICATIONS COMPANY                                             FORM 10-K


                      capacity on this  network to long  distance  carriers  and
                      provides  private  network  facilities  and local internet
                      access. Continued expansion and enhancement of the network
                      infrastructure  will  facilitate the Company's  ability to
                      further   control  its  network   operating  costs  as  it
                      introduces  CLEC and internet  services and  increases its
                      PCS customer base throughout the region. Accordingly,  the
                      Company  plans to add 500 miles of fiber in 1999 through a
                      joint fiber build.

                      The  Company's  internet  business  services  nearly 8,000
                      customers  in  most  of its  Virginia  markets  and in the
                      Huntington  and Charleston  markets of West Virginia.  The
                      Company  plans to expand  this  service to its'  remaining
                      Virginia markets of Danville and  Martinsville,  VA and to
                      Morgantown, Fairmont and Clarksburg, WV in 1999.

                      The Company  purchased the Alleghany County wireline cable
                      system from Sammons  Communications  Company,  Inc. in mid
                      year 1995 and now  operates a  traditional  coaxial  cable
                      system and services 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 throughout  central and western Virginia.  The Company
                      also  has a 45%  common  ownership  interest  in the  West
                      Virginia PCS Alliance, L.C. (WV Alliance), an owner of PCS
                      radio  spectrum  licenses  for most of West  Virginia  and
                      parts  of  eastern  Kentucky,  southwestern  Virginia  and
                      eastern  Ohio that  commenced  providing  PCS  services in
                      Charleston  and   Huntington  in  late  1998.   Additional
                      information regarding these PCS investments is included in
                      Note 3 to the Company's  Consolidated Financial Statements
                      as found on pages 22 and 23 of the Annual Report of CFW to
                      its  Shareholders for the year ended December 31, 1998 and
                      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  12,000  customers.  The


                                       4
<PAGE>
CFW COMMUNICATIONS COMPANY                                             FORM 10-K


                      Company  provides   high-speed  internet  service  in  the
                      Charlottesville  market which  utilizes the wireless cable
                      spectrum.  The Company expects to launch similar  services
                      in its remaining wireless cable markets during 1999.

                      CFW provides operator based directory information services
                      for  AT&T  customers   requesting  phone  numbers  in  the
                      mid-Atlantic  states.  The Company also provides directory
                      services to its PCS customers  and GTE wireless  customers
                      in  Virginia  and  Pennsylvania.   The  Company  currently
                      handles  more than  220,000  requests per business day and
                      provides   employment  for   approximately  450  directory
                      assistance personnel.  The contract with AT&T commenced on
                      December  1, 1994 and has an initial  term of five  years.
                      During  1998  the  Company  commenced  providing  national
                      directory  assistance  services to a new customer and also
                      invested in a national database provider.  The Company has
                      two  operational   calling  centers   dedicated  to  these
                      operations.   During   1998  the   Company   purchased   a
                      historically  significant building in downtown Winchester,
                      Virginia  which is being  renovated  into a third  calling
                      center.    This   additional    center   can   accommodate
                      approximately 110 directory assistance operator personnel.
                      This facility provides additional capacity and can be used
                      to    provide     directory     assistance    for    other
                      telecommunication  companies,  call  completion  and other
                      operator services. It is anticipated that this center will
                      be on-line in the second quarter of 1999.

                      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:
<TABLE>
<CAPTION>
                                                              1998              1997             1996
                                                              ----              ----             ----

                      <S>                                     <C>               <C>              <C>  
                      Wireline communications                 56.4%             58.4%            65.0%
                      Wireless communications                 19.8%             19.9%            18.5%
                      Directory assistance                    19.4%             17.9%            12.8%
                      Other communications services            4.4%              3.8%             3.7%
</TABLE>

                      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 direct competitive forces 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
                      CLEC  services in all or parts of the  following  Virginia
                      counties:  Albemarle, Amherst, Augusta, Bedford, Campbell,
                      Frederick,  Nelson, Roanoke,  Rockbridge,  Rockingham, and
                      Shenandoah, and in the following Virginia cities: Roanoke,
                      Lynchburg, Salem, Charlottesville,  Harrisonburg, Bedford,
                      Lexington,  Staunton,  Winchester,  and Buena  Vista.  The
                      Company will compete with other local telephone companies.
                      With respect to its carrier services business, competition
                      may  occur  in the  future  in  the  event  other  service
                      providers build network facilities.

                      CFW Cable of Virginia  Inc.,  a  wholly-owned  subsidiary,
                      provides  coaxial  cable  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  may compete
                      with the Company's wireline cable system.

                      CFW Wireless  Inc., 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  which  offer
                      personal   communication  services  (PCS).  In  1998,  the
                      Company  initiated filings with 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.
                      Additionally,   the  Company  obtained   certification  to
                      provide interexchange  telecommunications resale services.
                      This certification allows the Company to roll out our long
                      distance services in West Virginia.



                                       6
<PAGE>
CFW COMMUNICATIONS COMPANY                                             FORM 10-K


                      The Virginia  PCS Alliance  offers PCS, a new 100% digital
                      wireless   technology,   throughout  central  and  western
                      Virginia.  The West Virginia Alliance commenced  providing
                      PCS services in 1998 in Charleston  and  Huntington,  West
                      Virginia and their surrounding  communities.  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,   has  FCC
                      licenses  and lease  arrangements  with FCC  licensees  to
                      provide  wireless cable service in the Shenandoah  Valley,
                      Charlottesville,    Richmond,    Lynchburg,    Winchester,
                      Virginia/Martinsburg,  West Virginia markets. Conventional
                      cable  television  service and  over-the-air-broadcasting,
                      direct    broadcast    satellite    service    and   other
                      satellite-based   services   also  may  compete  with  the
                      Company's wireless cable television operations.

                      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 21 and 22 in the Annual Report of CFW Communications
                      Company to its  Shareholders  for the year ended  December
                      31, 1998.

                      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  State
                      Corporation Commission to provide local telephone services
                      throughout  the central  and western  portions of Virginia
                      and West Virginia.

                      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, 1998, 1997 and
                      1996,  AT&T accounted for 28%, 34% and 24%,  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 748 regular  full-time  and part-time
                      persons.



                                       7
<PAGE>
CFW COMMUNICATIONS COMPANY                                             FORM 10-K


                      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 1999; 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.
<TABLE>
                      EXECUTIVE OFFICERS OF THE COMPANY
<CAPTION>
                                  Name                                      Office                             Age
                      ----------------------------- -------------------------------------------------------- --------
                      <S>                           <C>                                                      <C>
                      J. W. Brownlee                Vice President- Virginia Operations                      58
                      W. C. Catlett                 Vice President- Strategy and Business Development        39
                      D. E. Lowe                    President- West Virginia Operations                      57
                      D. R. Maccarelli              Senior Vice President- Engineering and Carrier Services  46
                      M. B. Moneymaker              Vice President and Chief Financial Officer, Treasurer    41
                                                    and Secretary
                      D. M. Persing                 Vice President- Human Resources                          47
                      J. S. Quarforth               President and Chief Executive Officer                    44
                      C. A. Rosberg                 Senior Vice President and Chief Operating Officer        46
                      W. M. Zirkle                  President- Virginia Operations                           41
</TABLE>
                      Information for Mr.  Quarforth and Mr. Rosberg is included
                      under the heading  "Election  of  Directors"  in the Proxy
                      Statement of the registrant for its 1998 Annual Meeting of
                      Shareholders and is incorporated herein by reference.

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



                                       8
<PAGE>
CFW COMMUNICATIONS COMPANY                                             FORM 10-K


                      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  Senior Vice  President in January
                      1994 after  serving as Vice  President - Network  Services
                      since January 1993. Previously, he served in the following
                      capacities for Bell Atlantic  Corporation:  as Director of
                      Fast Packet  Services from April 1992 until December 1992;
                      as Director  of Business  Development  from  January  1992
                      until April 1992; and as Director of Network Planning from
                      December 1988 until January 1992.

                      Mr.  Moneymaker became Vice President - Finance in October
                      1995.  Previously  he was a Senior  Manager  for Ernst and
                      Young from October 1989 until October 1995.

                      Ms. Persing became Vice President-  Human Resources in May
                      1998.  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.

                      Mr.  Zirkle  became  Vice  President  and Chief  Operating
                      Officer  -  Wireless  in  February   1996  and  became  an
                      executive  officer of the  Company  effective  April 1997.
                      Previously he founded and was a principal,  since 1990, in
                      Essex Communications  Partners, Inc., a telecommunications
                      management  and  consulting   firm  serving  the  wireless
                      industry.



                                       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.  As discussed earlier,  the Company
                      has acquired a  historically  significant,  33,000  square
                      foot building  that was  originally  constructed  in 1847.
                      This   property  is  located  in   Winchester,   Virginia.
                      Approximately   17,500  square  feet  is  currently  being
                      rehabilitated to accommodate a third directory  assistance
                      center  and  an  additional   500  square  feet  is  being
                      rehabilitated  as a retail  store in the  City's  historic
                      pedestrian mall.

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, 1998.

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  2,998 as of December 31, 1998, an increase of 114
                      since December 31, 1997. The range of stock prices for the
                      two most recent  fiscal years is included in a table under
                      the  heading  "Quarterly  Review" on Page 35 of the Annual
                      Report of CFW  Communications  Company to its shareholders
                      for the year ended  December 31, 1998 and is  incorporated
                      herein by  reference.  The regular cash  dividend paid for
                      each  quarter of 1998 and 1997 was  $0.10875  and  $0.103,
                      respectively,   totaling   $0.435   and   $0.412  for  the
                      respective years.



                                       10
<PAGE>
CFW COMMUNICATIONS COMPANY                                             FORM 10-K


                      The  Company's  7.26%   unsecured   senior  notes  contain
                      restrictive  covenants including  restrictions relating to
                      the payment of dividends.  Pursuant to the restrictions of
                      the  senior  notes,  approximately  $12.5  million  of the
                      Company's  consolidated  retained  earnings were available
                      for the payment of dividends at December 31, 1998.

Item  6.  SELECTED FINANCIAL DATA

                      The  information  included  under  the  heading  "Selected
                      Financial Data and Five Year Growth Comparison" on Page 35
                      of the Annual Report of CFW Communications  Company to its
                      Shareholders  for the  year  ended  December  31,  1998 is
                      incorporated herein by reference.

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

                      The "Management's  Discussion and Analysis" found on Pages
                      30 through 34 of the Annual  Report of CFW  Communications
                      Company to its  Shareholders  for the year ended  December
                      31, 1998 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 23 and 24 of the
                      Annual  Report  of CFW to its  Shareholders  for the  year
                      ended  December  31,  1998 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, 1998 as follows:

                      Financial  statements  and  Independent  Auditor's  Report
                      found on Pages 14 through 29.

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

                      None

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.



                                       11
<PAGE>
CFW COMMUNICATIONS COMPANY                                             FORM 10-K


Item 11.  EXECUTIVE COMPENSATION

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

                                     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, 1998 and 1997.

              Consolidated Statements of Income for the years ended December 31,
              1998, 1997, and 1996.

              Consolidated Statements of Cash Flows for the years ended December
              31, 1998, 1997, and 1996.

              Consolidated  Statements  of  Shareholders'  Equity  for the years
              ended December 31, 1998, 1997, and 1996.

              Notes to Consolidated Financial Statements.

              Independent Auditor's Report.

      2.      Exhibits

                  ( 3)     Articles of Incorporation  and Bylaws,  including all
                           other   amendments   thereto,   are  incorporated  by
                           reference   to   Form   10-K,   Exhibit   3,  of  CFW
                           Communications Company dated March 30, 1998.


                                       12
<PAGE>
CFW COMMUNICATIONS COMPANY                                             FORM 10-K


                  (4.1)    Original Note  Agreement  dated as of January 1, 1993
                           for  $20,000,000  7.26%  senior  notes due January 1,
                           2008 is  incorporated  herein  by  reference  to Form
                           10-K, Exhibit 4, of CFW Communications  Company dated
                           March 24, 1993.

                  (4.2)    Rights  Agreement  dated as of  February  26, 1990 is
                           incorporated  herein  by  reference  to the Form 8-A,
                           Exhibit 1 dated March 5, 1990.

                  (10)     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.*

                  (13)     Annual  Report of CFW  Communications  Company to its
                           shareholders  for the year ended  December  31,  1998
                           (See Note 1).

                  (21)     Subsidiaries of the registrant.

                  (23)     Consent of McGladrey and Pullen, LLP.

                  (27)     Financial  Data Schedule for the year ended  December
                           31, 1998.

                  (99)     Financial Statements of Virginia PCS Alliances,  L.C.
                           for the year ended December 31, 1998.

                        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.

   (b) Reports on Form 8-K.

              There  were no  reports  on Form 8-K for the  three  months  ended
December 31, 1998.

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

       The following  financial  statements of Virginia PCS Alliances,  L.C. are
       incorporated by reference in Part II, Item 8 of this FORM 10-K:

       Balance Sheets at December 31, 1998 and 1997.

       Statements of Operations for the years ended December 31, 1998 and 1997.

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

       Statements of Members' Equity  (deficit) for the years ended December 31,
       1998 and 1997.

       Notes to Financial Statements.

       Independent Auditor's Report.


                                       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, 1999
                                         By       s/ J. S. Quarforth    
                                           ------------------------------------
                                                     J. S. Quarforth, President
                                                     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:
<TABLE>
<CAPTION>
<S> <C>
   s/ R. S. Yeago, Jr.                      Chairman of the Board,
----------------------------                and Director                                         March 30, 1999
      R. S. Yeago, Jr.      

                                            President and
   s/ J. S. Quarforth                       Chief Executive Officer,
----------------------------                and Director                                         March 30, 1999
      J. S. Quarforth       

                                            Senior Vice President,
   s/ C. A. Rosberg                         Chief Operating Officer,
----------------------------
      C. A. Rosberg                         and Director                                         March 30, 1999

   s/ C. P. Barger                          Director                                             March 30, 1999
----------------------------
      C. P. Barger

   s/ W. W. Gibbs, V                        Director                                             March 30, 1999
----------------------------
      W. W. Gibbs, V

   s/ J. B. Mitchell, Sr.                   Director                                             March 30, 1999
----------------------------
      J. B. Mitchell, Sr.

   s/ C. W. McNeely, III                    Director                                             March 30, 1999
----------------------------
      C. W. McNeely, III

   s/ J. N. Neff                            Director                                             March 30, 1999
----------------------------
      J. N. Neff

                                            Vice President and
   s/ M. B. Moneymaker                      Chief Financial Officer,
----------------------------                Treasurer and Secretary                              March 30, 1999
      M. B. Moneymaker      
</TABLE>


                                       15