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
     (FEE REQUIRED)
For fiscal year ended December 31, 1996
                      ------------------
                                       OR
---
___  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934
     (NO FEE REQUIRED)

For the transition period from _______ to ____________________________________

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

                           CFW COMMUNICATIONS COMPANY
--------------------------------------------------------------------------------

           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. (X)

Aggregate  market  value  of the  voting  stock  held by  non-affiliates  of the
registrant as of February 24, 1997;  $258,268,548.  (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 24, 1997.)

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 February 24, 1997 12,980,212 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, 1996
          PARTS I AND II
      --- Proxy Statement for 1997 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 a
                      diversified  communications  company that provides a broad
                      range of communications  products and services to business
                      and   residential   customers  in  Virginia   through  six
                      operating  divisions.  The Company's products and services
                      include local telephone, cellular and 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  and other higher growth products
                      and services; (iii) continuing its tradition of delivering
                      high quality service to its customers;  and (iv) expanding
                      its   geographic    presence   throughout   Virginia   and
                      surrounding states.

                      Through its  subsidiary,  CFW Telephone  Inc., the Company
                      provides  wireline  services  such as local  exchange  and
                      telephone service to approximately 28,000 customers in the
                      cities  of   Waynesboro,   Clifton  Forge  and  Covington,
                      Virginia,  and the  surrounding  counties,  and  maintains
                      approximately  34,000 access lines throughout its assigned
                      territory.

                      In  addition  to  its  local  telephone  operations,   the
                      Company,  through  its  wireline  subsidiary,  CFW Network
                      Inc.,  owns and  operates  over 450  miles of fiber  optic
                      cable   in   Western   and   Central    Virginia,    using
                      state-of-the-art electronics, thus establishing a regional
                      backbone for the rapid  deployment  of broadband  services
                      beyond traditional franchise  boundaries.  During 1996 CFW
                      became  certified by the State  Corporation  Commission to
                      provide  local  telephone  services  to an  eleven  county
                      region in the central and  western  portions of  Virginia.
                      Having already constructed  competitive access networks in
                      Harrisonburg and Charlottesville, Virginia, and with other
                      markets  planned  within the region,  CFW Network  Inc. is
                      positioned  to offer  local  telephone  and long  distance
                      service.  CFW Network  Inc.  also leases  capacity on this
                      network to long distance carriers. Continued expansion and
                      enhancement of the network infrastructure is a key element
                      in the strategic  plan to provide a regional  platform for
                      the   deployment   of  new   services   such  as  Personal
                      Communications Services (PCS).

                      The Company through its wireline subsidiary,  CFW Cable of
                      Virginia Inc.,  purchased the Alleghany County system from
                      Sammons Communications Company, Inc. in mid year 1995. CFW
                      Cable of  Virginia  Inc.  operates a  traditional  coaxial
                      cable  system and  services  7,000  customers in Alleghany
                      County, Virginia. During

                                                         3

<PAGE>



CFW COMMUNICATIONS COMPANY                                             FORM 10-K


                      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
                      new  HFC  network  provides  the  infrastructure  for  the
                      Company  to offer high speed  modems for  service  such as
                      Internet and allows the Company to offer  voice,  data and
                      video over a single wireline network.

                      The   Company    also    currently    provides    wireless
                      communications  products  and  services  such as cellular,
                      paging  and  cable.   Through   its  CFW   Cellular   Inc.
                      subsidiary,  the Company owns approximately 76% 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 limited  partner  in the
                      partnerships providing cellular service in the Roanoke MSA
                      and  Virginia  RSA5,  in  which  it  has a  30%  and a 22%
                      interest,  respectively.  In late 1996 the Company entered
                      an  agreement  to sell  its 30%  limited  interest  in the
                      Roanoke MSA cellular partnership to GTE Wireless (GTE) for
                      approximately  $6.6  million.  The Company  also agreed to
                      acquire from GTE its 10% limited  interest in the Virginia
                      RSA6 cellular  partnership for approximately $1.3 million.
                      Additional   information  regarding  this  transaction  is
                      included in Note 11,  page 29 of the Annual  Report of CFW
                      Communications  Company to its  shareholders  for the year
                      ended  December 31, 1996,  and is  incorporated  herein by
                      reference.

                      Through  a  combination  of  acquisitions   involving  the
                      Virginia PCS Alliance,  LC. (Alliance) and a joint venture
                      with R&B  Communications,  Inc.  (R&B),  the  Company  has
                      acquired radio frequency  spectrum  licenses for PCS for a
                      contiguous area encompassing a population of five million,
                      which includes Central and Western Virginia,  most of West
                      Virginia,   and  parts  of   Kentucky,   Maryland,   Ohio,
                      Pennsylvania,  and Tennessee.  As managing  partner of the
                      Alliance,  the Company is actively  building a PCS system.
                      The Company  expects to begin offering PCS services in the
                      second  half  of  1997  to  new  service  areas  including
                      Roanoke, Lynchburg, Charlottesville, Staunton, Waynesboro,
                      Harrisonburg,   Winchester,   Danville  and  Martinsville,
                      Virginia.

                      Through its  subsidiary,  CFW Cable Inc., 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 over  11,000  customers.  The  Richmond  system
                      utilizes a new decoder  technology  which  eliminates  the
                      need for cable  converter  boxes thereby  making it easier
                      for  customers to use.  Additional  systems are planned to
                      provide services to the Winchester,  Virginia/Martinsburg,
                      West Virginia area in the next eighteen months.


                                                         4

<PAGE>



CFW COMMUNICATIONS COMPANY                                             FORM 10-K



                      CFW  Information  Services Inc.,  provides  operator based
                      information  services.  This subsidiary was established in
                      1994 and began  operations  in  February  1995,  providing
                      directory   assistance   services   for   AT&T   customers
                      requesting phone numbers in the mid-Atlantic  states.  CFW
                      Information  Services Inc. currently  provides  employment
                      for over 300  directory  assistance  positions  through  a
                      long-term  agreement with AT&T,  that created $6.4 million
                      of revenue during 1996 and has resulted in an expansion of
                      services in early 1997 which will  increase call volume by
                      approximately  60%. The contract  commenced on December 1,
                      1994 and has an initial term of five years.

                      These  facilities  can be leveraged  to provide  directory
                      assistance  for other  telecommunication  companies,  call
                      completion and other operator services.

                      The Company provides other communications services such as
                      those  provided  by  its  subsidiary,  CFW  Communications
                      Services   Inc.   which  has  become  the  central   sales
                      organization  for the  Company.  Through a  contract  with
                      Independent   National  Exchange   Carrier's   Association
                      Services,  CFW  Communications  Services  provides prepaid
                      calling  and  sales   support   material  to   independent
                      telephone    companies    across   the   United    States.
                      Additionally,  CFW Communications  Services provides alarm
                      installation and monitoring services.

                      The  Company  also  generates  revenues  from a variety of
                      other   communications-related   services.   The   Company
                      provides billing and collection  services to long distance
                      carriers within the Company's local exchange and publishes
                      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:

                                                      1996      1995      1994
                                                      ----      ----      ----

                      Wireline communications         65.0%     67.8%     79.8%
                      Wireless communications         18.0%     17.1%     16.6%
                      Directory assistance            12.8%     10.9%         -
                      Other communications services    4.2%      4.2%      3.6%

                      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.

                      CFW  Telephone   Inc.   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

                                                         5

<PAGE>



CFW COMMUNICATIONS COMPANY                                             FORM 10-K



                      Telephone 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 the right to place
                      its poles and wires in the respective jurisdictions.

                      CFW Network Inc.  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 local exchange telecommunications
                      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.

                      CFW Cable of Virginia Inc.  provides coaxial cable service
                      in primarily  the same  franchised  area as CFW  Telephone
                      provides    local    telephone    service.    Over-the-air
                      broadcasting, direct broadcast satellite service and other
                      satellite  based  services may compete with the  Company's
                      wireline cable system.

                      CFW Cellular  Inc.  competes with one other entity who has
                      been selected to offer cellular  services in Virginia RSA6
                      and will be competing with new PCS providers  entering its
                      market. The new 100% digital wireless  technology known as
                      PCS  or  Personal  Communications  Services  is  currently
                      available  in  some  metropolitan   markets  and  will  be
                      available  in the near  future in the more rural  markets.
                      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
                      limited mobility services.

                      CFW Cable Inc.  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.

                      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,   are  now  certified  by  the  State
                      Corporation Commission to provide local telephone services
                      to an eleven  county  region in the  central  and  western
                      portions of

                                                         6

<PAGE>



CFW COMMUNICATIONS COMPANY                                             FORM 10-K



                      Virginia.

                      Seasonal  effect  on  the  business  is not  material.  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,
                      1996,  1995 and 1994, AT&T accounted for 24%, 24% and 17%,
                      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 454 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 new "safe
                      harbor"  provisions of the Private  Securities  Litigation
                      Reform Act of 1995. The Company wishes to caution  readers
                      that the following  important  factors,  among others,  in
                      some cases have affected,  and in the future could affect,
                      the Company's actual results and could cause the Company's
                      actual consolidated results for 1997 and beyond, to differ
                      materially  from those  expressed  in any  forward-looking
                      statements   made  by,  or  on  behalf  of,  the  Company:
                      moderating  growth in demand  for the  Company's  wireless
                      products; difficulties or delays in reaching profitability
                      in recently acquired businesses; ability to control costs,
                      including   employee   costs;   start   up  costs  of  new
                      businesses;  uncertain  impact  of new  legislation  which
                      could   result   in   increased   competition;    industry
                      consolidation resulting in competition from companies with
                      greater  resources;  changes in  technology  resulting  in
                      increased  costs;  nonrenewal  of  major  contracts;   and
                      achievement of buildout,  operational, and marketing plans
                      relating to deployment of PCS services.

                      EXECUTIVE OFFICERS OF THE COMPANY
<TABLE>
<CAPTION>
                          Name                        Office                            Age
                          ----                        ------                            ---
<S> <C>
                      J. S. Quarforth       President and Chief Executive Officer       42
                      C. A. Rosberg         Senior Vice President                       44
                      D. R. Maccarelli      Senior Vice President                       44
                      J. W. Brownlee        Vice President - Telephone Operations       56
</TABLE>


                                                         7

<PAGE>



CFW COMMUNICATIONS COMPANY                                             FORM 10-K



                      EXECUTIVE OFFICERS OF THE COMPANY - Continued
<TABLE>
<CAPTION>
                          Name                             Office                       Age
                          ----                             ------                       ---
<S> <C>
                      C. S. Smith           Vice President - Administration,
                                              Treasurer and Secretary                   36
                      M. B. Moneymaker      Vice President - Finance                    39
                      W. C. Catlett         Vice President - Strategy and
                                              Business Development                      37
</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 1997 Annual Meeting of
                      Shareholders and is incorporated herein by reference.

                      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. Brownlee became Vice President - Telephone  Operations
                      in January 1989 after serving as Outside Plant Engineering
                      and  Construction  Manager from October 1978 until January
                      1989.

                      Ms.   Smith  became  Vice   President  -   Administration,
                      Treasurer  and Secretary in May 1995 after serving as Vice
                      President - Finance, Treasurer and Secretary since January
                      1994.  Previously,  she served as Controller from May 1989
                      until January 1994.

                      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.

                      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.

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

                                                         8

<PAGE>



CFW COMMUNICATIONS COMPANY                                             FORM 10-K


                      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  is  currently
                      constructing   a  14,400  square  foot  building   located
                      adjacent to its directory  service  center in  Waynesboro,
                      Virginia for purposes of housing its main PCS  operations.
                      The  anticipated  date of  completion  is July  1997.  All
                      buildings  are of  masonry  construction  and  are in good
                      condition.

Item  3.  LEGAL PROCEEDINGS

                      Through  its   acquisition   of  American   Quality  Cable
                      Corporation and its operating  subsidiary  Charlottesville
                      Quality Cable Operating Company ("CQCOC") in January 1994,
                      the Company  assumed  certain  litigation  matters,  which
                      involved disputes with Adelphia Cable over the termination
                      of   Adelphia's   television   access  rights  to  certain
                      apartment buildings in Charlottesville, the use of certain
                      cable equipment within the buildings and the legitimacy of
                      certain   revenue-sharing   arrangements   with   property
                      management  and/or entities related to property  ownership
                      under  Virginia  statutory law. In August 1994, the United
                      States District Court for the Western District of Virginia
                      issued a ruling in connection with one of these litigation
                      matters, resolving certain claims against CQCOC, including
                      the  imposition  of  monetary  damages.  This  ruling  was
                      affirmed  by the United  States  Court of Appeals  for the
                      Fourth Circuit in September  1995. The ruling did not have
                      a  material  adverse  effect on the  Company's  results of
                      operations, financial condition or liquidity.

                      In  connection  with  the  final  litigation   matter,  in
                      September  1995, the United States  District Court for the
                      Western  District of Virginia  entered an Order of Partial
                      Judgment  against  CQCOC,  and  others,  following a trial
                      before  the  United  States   Magistrate   Judge  for  the
                      District. The Court awarded damages against CQCOC, jointly
                      and  severally  with others,  plus  attorneys'  fees.  The
                      Company  filed an  appeal  of this  ruling  to the  United
                      States  Court of  Appeals  for the  Fourth  Circuit.  Oral
                      argument  was held in  January  1997.  In  March  1997 the
                      United States Court of Appeals  affirmed the United States
                      District  Court's  ruling  on all  items  except  punitive
                      damages.  The  ruling  will  not have a  material  adverse
                      effect on the Company's  results of operations,  financial
                      condition or liquidity.

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, 1996.

                                                         9

<PAGE>



CFW COMMUNICATIONS COMPANY                                             FORM 10-K

                                     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  2,883 as of December  31, 1996, a decrease of six
                      since  December 31, 1995.  The range of bid prices for the
                      two most recent  fiscal years is included in a table under
                      the  heading  "Quarterly  Review" on Page 31 of the Annual
                      Report of CFW  Communications  Company to its shareholders
                      for the year ended  December 31, 1996 and is  incorporated
                      herein by  reference.  The regular cash  dividend paid for
                      each  quarter of 1996 and 1995 was  $0.098  and  $0.09475,
                      respectively, totaling $0.392 and $0.379.

                      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   $2,100,000  of  the
                      Company's  consolidated  retained  earnings were available
                      for the payment of dividends at December 31, 1996.

Item  6.  SELECTED FINANCIAL DATA

                      The  information  included  under  the  heading  "Selected
                      Financial Data and Five Year Growth Comparison" on Page 31
                      of the Annual Report of CFW Communications  Company to its
                      shareholders  for the  year  ended  December  31,  1996 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
                      14 through 16 of the Annual  Report of CFW  Communications
                      Company to its  shareholders  for the year ended  December
                      31, 1996 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, 1996 as follows:

                      Financial  statements  and  Independent  Auditor's  Report
                      found on Pages 17 through 30.

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

                      None

                                                        10

<PAGE>



CFW COMMUNICATIONS COMPANY                                             FORM 10-K

                                    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 1997 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 1997 Annual Meeting of Shareholders
                      is incorporated herein by reference.

Item 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

                      The  information  included under the heading  "Election of
                      Directors"  in  the  definitive  Proxy  Statement  of  the
                      registrant for its 1997 Annual Meeting of  Shareholders is
                      incorporated herein by reference.

Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

                      The  information  included under the heading  "Election of
                      Directors"  in  the  definitive  Proxy  Statement  of  the
                      registrant for its 1997 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, 1996, 1995, and 1994.

              Consolidated Statements of Income for the years ended December 31,
              1996, 1995, and 1994.

              Consolidated  Statements  of  Shareholders'  Equity  for the years
              ended December 31, 1996, 1995, and 1994.

              Consolidated Statements of Cash Flows for the years ended December
              31, 1996, 1995, and 1994.

              Notes to Consolidated Financial Statements.

              Independent Auditor's Report.

      2.      Exhibits

            ( 3)           Articles of Incorporation  and Bylaws,  including all
                           amendments thereto,  are incorporated by reference to
                           Form 10-K, Exhibit 3, of CFW  Communications  Company
                           dated March 11, 1996.

            ( 4)           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.

            (10)           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,  1996
                           (See Note 1).

            (21)           Subsidiaries of the registrant.

            (23)           Consent of McGladrey and Pullen, LLP.

            (27)           Financial Data Schedule


                                                        12

<PAGE>



CFW COMMUNICATIONS COMPANY                                             FORM 10-K


       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(C)
                           of Form 10-K.


   (b)        Reports on Form 8-K.

              There  were no  reports  on Form 8-K for the  three  months  ended
              December 31, 1996.







































                                                        13

<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 24, 1997
                                          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>
<S> <C>
   s/ R. S. Yeago, Jr.                      Chairman of the Board,
---------------------------                 and Director                                         March 24, 1997
      R. S. Yeago, Jr.     

                                            President and
   s/ J. S. Quarforth                       Chief Executive Officer,                             March 24, 1997
---------------------------                 and Director
      J. S. Quarforth      

   s/ C. A. Rosberg                         Senior Vice President,
---------------------------                 and Director                                         March 24, 1997
      C. A. Rosberg        

   s/ M. E. Yeago                           Director                                             March 24, 1997
---------------------------
      M. E. Yeago

   s/ C. P. Barger                          Director                                             March 24, 1997
---------------------------
      C. P. Barger

   s/ W. W. Gibbs, V                        Director                                             March 24, 1997
---------------------------
      W. W. Gibbs, V

   s/ J. B. Mitchell, Sr.                   Director                                             March 24, 1997
---------------------------
      J. B. Mitchell, Sr.

   s/ C. W. McNeely, III                    Director                                             March 24, 1997
---------------------------
      C. W. McNeely, III

   s/ J. N. Neff                            Director                                             March 24, 1997
---------------------------
      J. N. Neff
                                            Vice President-Administration,
   s/ C. S. Smith                           Treasurer and Secretary                              March 24, 1997
---------------------------
      C. S. Smith

   s/ M. B. Moneymaker                      Vice President-Finance                               March 24, 1997
---------------------------
      M. B. Moneymaker
</TABLE>

                                                        15