Exhibit 3.2

                           AMENDED AND RESTATED BYLAWS



                                     BY-LAWS

                                       OF

                           CFW COMMUNICATIONS COMPANY

                  Amended and Restated as of December 13, 1999


                                    ARTICLE 1

                            MEETINGS OF SHAREHOLDERS


         1.1 Places of Meetings.  All meetings of the shareholders shall be held
at such place,  either within or without the State of Virginia,  as from time to
time may be fixed by the Board of Directors.

         1.2 Annual Meetings.  The 1988 annual meeting of the shareholders shall
be held on a date to be determined by the initial  Directors.  Thereafter,  each
annual  meeting  of  the  shareholders,   for  the  election  of  Directors  and
transaction of such other business as may come before the meeting, shall be held
in each year on the fourth  Tuesday in April,  at 10 a.m.,  if that day is not a
legal  holiday,  or such  other  date and  time as  designated  by the  Board of
Directors.  If that day is a legal holiday,  the annual meeting shall be held on
the next succeeding day not a legal holiday.

         1.3 Special  Meetings.  A special meeting of the  shareholders  for any
purpose or purposes may be called at any time by the Chairman of the Board or by
a majority of the Board of Directors.  At a special meeting no business shall be
transacted and no corporate  action shall be taken other than that stated in the
notice of the meeting.

         1.4 Notice of Meetings.  Written or printed  notice  stating the place,
day and hour of every  meeting  of the  shareholders  and,  in case of a special
meeting,  the  purpose or  purposes  for which the  meeting is called,  shall be
mailed not less than ten nor more than sixty days before the date of the meeting
to each  shareholder of record entitled to vote at such meeting,  at his address
which  appears in the share  transfer  books of the  Corporation.  Such  further
notice  shall be given  as may be  required  by law,  but  meetings  may be held
without  notice if all the  shareholders  entitled  to vote at the  meeting  are
present  in person or by proxy or if  notice is waived in  writing  by those not
present, either before or after the meeting.

         1.5  Quorum.  Any number of  shareholders  together  holding at least a
majority  of the  outstanding  shares of  capital  stock  entitled  to vote with
respect  to the  business  to be  transacted,  who shall be present in person or
represented by proxy at any meeting duly called,  shall  constitute a quorum for
the transaction of business. If less than a quorum shall be in attendance at the
time for which a meeting  shall have been  called,  the meeting may be adjourned
from time to time by a majority of the  shareholders  present or  represented by
proxy without notice other than by announcement at the meeting.


<PAGE>
CFW COMMUNICATIONS COMPANY                                            FORM 10-K

         1.6 Voting.  At any meeting of the  shareholders  each shareholder of a
class entitled to vote on any matter coming before the meeting shall, as to such
matter, have one vote, in person or by proxy, for each share of capital stock of
such class standing in his name on the books of the Corporation on the date, not
more than seventy days prior to such meeting, fixed by the Board of Directors as
the record date for the purpose of  determining  shareholders  entitled to vote.
Every proxy shall be in writing, dated and signed by the shareholder entitled to
vote or his duly authorized attorney-in-fact.

         1.7  Conduct of  Meetings.  At each  meeting of the  stockholders,  the
Chairman  of the Board  shall act as  chairman  and  preside.  In  absence,  the
Chairman of the Board may designate  another officer of the Corporation who need
not be a Director,  or a Director,  to preside. The Secretary of the Corporation
or an Assistant  Secretary,  or in their absence,  a person whom the chairman of
such meeting shall appoint, shall act as secretary of such meeting.

         At any meeting of stockholders of the  Corporation,  only that business
that is properly  brought  before the meeting may be presented to and acted upon
by  stockholders.  To be properly  brought before the meeting,  business must be
brought  (a) by or at  the  direction  of the  Board  of  Directors  or (b) by a
stockholder  who has given written notice of business he expects to bring before
the meeting to the Secretary of the  Corporation  not less than 60 days prior to
the meeting.  If mailed,  such notice shall be sent by  certified  mail,  return
receipt  requested,  and shall be deemed to have been given when received by the
Secretary of the Corporation.  A stockholder's notice to the Secretary shall set
forth as to each matter the stockholder proposes to bring before the meeting (a)
a brief  description  of the  business to be brought  before the meeting and the
reasons for conducting  such business at the meeting,  (b) the name and address,
as they appear on the  Corporation's  books, of the  stockholder  proposing such
business,  (c) the  class  and  number  of  shares  of the  Corporation's  stock
beneficially  owned by the  stockholder,  and (d) any  material  interest of the
stockholder  in such  business.  No business  shall be conducted at a meeting of
stockholders  except in accordance with the procedures set forth in this Section
1.7.  The chairman of a meeting of  stockholders  shall,  if the facts  warrant,
determine  and declare to the meeting that  business  was not  properly  brought
before the meeting in accordance with the provisions of this Section 1.7, and if
he should so determine, he shall so declare to the meeting and any such business
not properly brought before the meeting shall not be transacted.

         Any  nomination  for  Director  made by a  stockholder  must be made in
writing to the Secretary of the  Corporation  not less than 60 days prior to the
meeting of stockholders at which  Directors are to be elected.  If mailed,  such
notice shall be sent by certified mail, return receipt  requested,  and shall be
deemed to have been given when received by the Secretary of the  Corporation.  A
stockholder's  nomination for Director shall set forth (a) the name and business


                                       2
<PAGE>
CFW COMMUNICATIONS COMPANY                                            FORM 10-K

address  of the  stockholder's  nominee,  (b) the  fact  that  the  nominee  has
consented to his name being placed in nomination,  (c) the name and address,  as
they  appear  on  the  Corporation's   books,  of  the  stockholder  making  the
nomination,  (d) the class and  number  of  shares  of the  Corporation's  stock
beneficially  owned by the  stockholder,  and (e) any  material  interest of the
stockholder in the proposed nomination.

         Notwithstanding  compliance  with this  Section  1.7, the chairman of a
meeting of  stockholders  may rule out of order any business  brought before the
meeting that is not a proper matter for stockholder consideration.  This Section
1.7  shall  not  limit  the  right  of  stockholders  to speak  at  meetings  of
stockholders on matters germane to the  Corporation's  business,  subject to any
rules for the  orderly  conduct of the  meeting  imposed by the  Chairman of the
meeting.  The  Corporation  shall not have any  obligation to  communicate  with
stockholders  regarding  any  business or  Director  nomination  submitted  by a
stockholder  in accordance  with this Section 1.7 unless  otherwise  required by
law.

         1.8 Inspectors.  An appropriate number of inspectors for any meeting of
shareholders  may be appointed by the Chairman of such  meeting.  Inspectors  so
appointed will open and close the polls, will receive and take charge of proxies
and ballots,  and will decide all questions as to the  qualifications of voters,
validity of proxies and ballots, and the number of votes properly cast.

                                    ARTICLE 2

                                    DIRECTORS

         2.1  General  Powers.  The  property,   affairs  and  business  of  the
Corporation shall be managed under the direction of the Board of Directors, and,
except as otherwise  expressly provided by law, the Articles of Incorporation or
these  By-laws,  all of the  powers of the  Corporation  shall be vested in such
Board.

         2.2  Number  and  Classes  of   Directors.   The  number  of  Directors
constituting  the Board of Directors shall be nine. The Board of Directors shall
be  divided  into  three  equal  classes  having  staggered  terms of  office as
specified in the Articles of Incorporation.

         2.3  Election  and Removal of  Directors;  Quorum.  Directors  shall be
elected at the 1988  annual  meeting of  shareholders  to fill each of the three
classes  of  Directors  for the terms of office  specified  in the  Articles  of
Incorporation.

         Commencing  with the 1989  annual  meeting of  shareholders,  Directors
shall be elected at each annual meeting to succeed those  Directors  whose terms
have  expired and to fill any  vacancies  then  existing.  Each  director who is
re-elected  or elected to succeed a Director  whose term has expired  shall hold
office for the term of three years as specified in the Articles of Incorporation
and until his successor is elected.

         Subject to the Articles of  Incorporation,  any Director may be removed
from  office at a  meeting  called  expressly  for that  purpose  by the vote of
shareholders  holding  more than  66-2/3% of the shares  entitled  to vote at an
election of Directors.

         Subject to the Articles of Incorporation,  any vacancy occurring in the
Board of Directors may be filled by the affirmative  vote of the majority of the
remaining  Directors  though  less than a quorum of the  Board,  and the term of
office of any  Director  so  elected  shall  expire  at the  annual  meeting  of
shareholders  at which  the term of the class to which  they  have been  elected
expires.

         A majority of the number of  Directors  elected and serving at the time
of any meeting shall  constitute a quorum for the  transaction of business.  The
act of a majority of Directors present at a meeting at which a quorum is present
shall be the act of the Board of  Directors.  Less than a quorum may adjourn any
meeting.

         2.4 Meetings of Directors.  An annual meeting of the Board of Directors
shall be held as soon as practicable after the adjournment of the annual meeting
of shareholders at such place as the Board may designate.  Other meetings of the
Board of  Directors  shall be held at  places  within  or  without  the State of
Virginia  and at times  fixed by  resolution  of the Board,  or upon call of the
Chairman of the Board or any four of the  Directors.  The  Secretary  or officer
performing the Secretary's  duties shall give not less than  twenty-four  hours'
notice by letter,  telegraph or telephone  (or in person) of all meetings of the
Board of Directors, provided that notice need not be given of the annual meeting


                                       3
<PAGE>
CFW COMMUNICATIONS COMPANY                                            FORM 10-K

or of regular  meetings  held at times and  places  fixed by  resolution  of the
Board.  Meetings may be held at any time without  notice if all of the Directors
are present,  or if those not present  waive notice in writing  either before or
after the  meeting.  The  notice  of  meetings  of the Board  need not state the
purpose of the meeting.

         2.5 Compensation.  By resolution of the Board, Directors may be allowed
a fee and expenses for  attendance  at all  meetings,  but nothing  herein shall
preclude  Directors  from  serving  the  Corporation  in  other  capacities  and
receiving compensation for such other services.

         2.6  Eligibility  for  Services as  Director.  No person who shall have
attained the age of 70 years shall be eligible for election as a Director of the
Corporation.  Notwithstanding  the  foregoing,  any  person  who is serving as a
Director  of  the  Company  and  who  was  serving  as  a  Director  of  Clifton
Forge-Waynesboro Telephone Company on April 28, 1986 who had attained the age of
70 on such date shall be eligible for  election and to serve until  reaching age
80,  whereupon  such person  shall  retire,  and any person who on such date had
attained  the age of 60 but  was  under  the age of 70  shall  be  eligible  for
election and to serve until reaching age 75, whereupon such person shall retire.

                                    ARTICLE 3

                                   COMMITTEES

         3.1      Standing Committees.

         (a) Number.  There shall be four  standing  Committees  of the Board of
Directors  which shall be comprised only of Directors.  The standing  committees
are as follows: Executive, Audit, Governance, and Compensation Committee.

         Upon  recommendation  by the Chairman of the Board as to the membership
of each Committee, the Board of Directors, will consider and by resolution adopt
by a majority of the number of Directors fixed by these By-laws, shall elect the
membership of each committee, who shall serve at the pleasure of the Board.

         (b)  Quorum and Manner of  Acting.  A  majority  of the  members of any
Committee  serving at the time of any meeting thereof shall  constitute a quorum
for the  transaction  of business at such  meeting.  The action of a majority of
those members present at a Committee  meeting at which a quorum is present shall
constitute the act of the Committee.

         (c) Conduct of Meetings.  Any action  required or permitted to be taken
by any  Committee may be taken without a meeting if all members of the Committee
consent in writing to the adoption of a resolution  authorizing the action.  The
resolution  and written  consents of the members shall be filed with the minutes
of the proceedings of the Committee.

         (d)  Meetings  and Minutes.  Subject to the  foregoing,  and unless the
Board shall otherwise  decide,  each Committee shall fix its rules of procedure,
determine  its  action  and fix the time  and  place  of its  meetings.  Special
meetings  of a  Committee  may be held at anytime and any place upon the call of
the Chairman of the Board, the Chairman of the Committee,  or any two members of
the Committee.  Each Committee shall keep minutes of all meetings which shall be
at all times  available  to  Directors.  Action  taken by a  Committee  shall be
reported  promptly  to the  Board  of  Directors  but not less  frequently  than
quarterly.

         (e) Term of Office.  Members of any Committee shall be elected as above
provided and shall hold office until their  successors  are elected by the Board
of Directors or until such Committee is dissolved by the Board of Directors.



                                       4
<PAGE>
CFW COMMUNICATIONS COMPANY                                            FORM 10-K

         (f)  Resignation  and Removal.  Any member of a Committee may resign at
any time by giving  written  notice of his intention to do so to the Chairman of
the  Board or the  Secretary  of the  Corporation,  or may be  removed,  with or
without  cause,  at any time by such  vote of the  Board of  Directors  as would
suffice for his election.

         (g) Vacancies.  Any vacancy occurring in a Committee resulting from any
cause  whatever may be filled by a majority of the number of Directors  fixed by
these By-laws.

         3.2      Executive Committee.

         (a) How Constituted.  The Executive Committee shall consist of not less
than three  Directors,  including  the  Chairman  of the  Board.  Except for the
Chairman of the Board,  all members of the Executive  Committee shall be outside
directors.  An outside director shall be a  non-management  director free of any
material  business or  professional  relationship  with the  Corporation  or its
management. The Chairman of the Board shall be Chairman of the Committee. If the
Chairman  of the  Committee  will not be  present  at a  meeting,  he or she may
designate any member of the Committee to preside at the meeting.

         (b) Primary  Responsibilities.  When the Board of  Directors  is not in
session,  the  Executive  Committee  shall have all power vested in the Board of
Directors  by law,  by the  Articles  of  Incorporation,  or by  these  By-laws,
provided  that the  Executive  Committee  shall not have power to (i) approve or
recommend  to  shareholders  action  that the  Virginia  Stock  Corporation  Act
requires to be approved by shareholders;  (ii) fill vacancies on the Board or on
any of its  committees;  (iii) amend the Articles of  Incorporation  pursuant to
Section 13.1-706 of the Virginia Code; (iv) adopt, amend, or repeal the By-laws;
(v) approve a plan of merger not requiring shareholder approval;  (vi) authorize
or  approve a  distribution,  except  according  to a general  formula or method
prescribed by the Board of Directors; or (vii) authorize or approve the issuance
or sale or  contract  for sale of  shares,  or  determine  the  designation  and
relative  rights,  preferences,  and limitations of a class or series of shares,
except  that the Board of  Directors  may  authorize  a  committee,  or a senior
executive  officer  of the  Corporation,  to do so  within  limits  specifically
prescribed by the Board of Directors.  The Executive  Committee  shall report at
the next regular or special  meeting of the Board of Directors  all action which
the  Executive  Committee  may have taken on behalf of the Board  since the last
regular or special meeting of the Board of Directors.

         3.3      Audit Committee.

         (a) How Constituted. The Audit Committee shall consist of not less than
two outside  Directors,  as defined in Section 3.2(a) above. The Chairman of the
Committee  shall be appointed by the Board of Directors.  If the Chairman of the
Committee  will not be present at a meeting,  he or she may designate any member
of the Committee to preside at the meeting. The Chairman of the Board, who shall
not be a  member  of the  Committee,  may  attend  Committee  meetings  upon the
invitation of the Chairman of the Committee.

         (b) Primary Responsibilities. The primary responsibilities of the Audit
Committee   shall  consist  of:   recommending   the  selection  of  independent
accountants  and  auditors;  reviewing the scope of the  accountant's  audit and
approval  of  any  non-audit   services  to  be  performed  by  the  independent
accountants; and reviewing annual audits and accounting practices.

         3.4      Governance Committee.

         (a) How Constituted. The Governance Committee shall consist of not less
than three  outside  Directors,  as defined in  Section  3.2(a)  above,  and the


                                       5
<PAGE>
CFW COMMUNICATIONS COMPANY                                            FORM 10-K

Chairman of the Board.  The Chairman of the  Committee  shall be appointed  from
among its outside  Directors by the Board of  Directors.  If the Chairman of the
Committee  will not be present at a meeting,  he or she may designate any member
of the Committee to preside at the meeting.

         (b)  Primary  Responsibilities.  The  primary  responsibilities  of the
Governance  Committee  shall include:  reviewing the composition of the Board of
Directors  to  insure  that  there  is  a  balance  of  appropriate  skills  and
characteristics  reflected on the Board including age, diversity and experience;
developing  criteria for Director  searches  and making  recommendations  to the
Board  for the  addition  of any new  Board  members  after  proper  search  and
investigation;  reviewing,  in consultation with the Chairman of the Board, each
Director's  continuation  on the Board every three years prior to their standing
for re-election; monitoring procedures for corporate decision-making; evaluating
shareholder proposals;  reviewing public policy issues which affect the image of
the Corporation  within the Corporation's  customer service areas;  recommending
actions to increase the Board's effectiveness; and reviewing annually the format
used by the Corporation's management to report to the Board. The Chairman of the
Board  shall  consult  with  the  Chairman  of  the  Governance  Committee  when
developing agendas for meetings of the Board of Directors and on other issues as
appropriate.

         3.5      Compensation Committee.

         (a) How Constituted.  The  Compensation  Committee shall consist of not
less than three  outside  Directors,  as defined in Section  3.2(a)  above.  The
Chairman  shall be appointed by the Board of  Directors.  If the Chairman of the
Committee  will not be present at a meeting,  he or she may designate any member
of the Committee to preside at the meeting. The Chairman of the Board, who shall
not be a  member  of the  Committee,  may  attend  Committee  meetings  upon the
invitation of the Chairman of the Committee.

         (b)  Primary  Responsibilities.  The  primary  responsibilities  of the
Compensation  Committee shall consist of: reviewing Board compensation  policies
and  evaluating  the  compensation  of the CEO and  senior  management  based on
criteria as set forth below;  evaluating annually the performance of the CEO and
reviewing  senior  management  performance  evaluations,  using such criteria as
performance of the business,  accomplishments of long-term strategic  objectives
and  management   development   and  any  other  criteria  the  Committee  deems
appropriate;  reviewing and reporting to the Board the recommended  compensation
of all officers of the  Corporation;  reviewing total  compensation  and benefit
designs and practices for all Corporation employees;  and reviewing stock option
programs.

         3.6      Other Committees.

         The Board of  Directors,  by  resolution  adopted by a majority  of the
number of Directors fixed by these By-laws, may establish such other standing or
special committees of the Board as it may deem advisable, consisting of not less
than two  Directors;  and the members,  terms and  authority of such  committees
shall be as set forth in the resolutions establishing the same.

         The Chairman of the Board may establish  such other special  committees
of the Board of Directors as he deems advisable,  and may appoint the members of
such  committees.  Any such  committees  shall have the  authority  to consider,
review,  advise and  recommend to the Chairman of the Board with respect to such
matters as may be referred to it by the Chairman of the Board, but shall have no
authority to act for the Corporation except with the prior approval of the Board
of Directors.



                                       6
<PAGE>
CFW COMMUNICATIONS COMPANY                                            FORM 10-K

                                    ARTICLE 4

                                    OFFICERS

         4.1 Election of Officers;  Terms. The officers of the Corporation shall
consist of the Chairman of the Board, the President, a Secretary and a Treasurer
and one or more Market Presidents, and one or more Executive Vice Presidents and
Senior Vice Presidents, as shall be determined by the Board of Directors.  Other
officers may be appointed by the Chairman of the Board.  All officers shall hold
office  until the next annual  meeting of the Board of  Directors or until their
successors  are elected.  Any two officers may be combined in the same person as
the Board of Directors may determine, except the President and Secretary may not
be the same person.

         4.2 Removal of Officers;  Vacancies. Any officer of the Corporation may
be  removed  summarily  with or  without  cause,  at any  time,  by the Board of
Directors. Vacancies may be filled by the Board of Directors.

         4.3 Duties of the  Chairman.  The  Chairman  of the Board  shall be the
chief executive  officer of the  Corporation and shall be primarily  responsible
for the  implementation  of  policies of the Board of  Directors.  He shall have
authority  over  the  general  management  and  direction  of the  business  and
operations of the  Corporation  and its divisions,  if any,  subject only to the
ultimate authority of the Board of Directors.  He shall preside at all corporate
meetings, including meetings of the stockholders, the Board of Directors and the
Executive   Committee.   The  Chairman  shall  have  the  power  to  sign  share
certificates,  deeds,  mortgages,  bonds,  contracts  or  other  instruments  in
connection  with the  business  of the  Corporation,  except in cases  where the
signing and  execution  thereof  shall be  expressly  delegated  by the Board of
Directors or by these By-laws to some other officer or agent of the  Corporation
or shall be required by law otherwise to be signed or executed.  In addition, he
shall perform all duties incident to the office of the Chairman of the Board and
such other  duties as from time to time may be  assigned  to him by the Board of
Directors.

         4.4 Duties of the President. The President may, if so designated by the
Board of Directors, be the chief operating officer of the Corporation.  He shall
participate  in  the  general  management  and  direction  of the  business  and
operations of the  Corporation  and its divisions,  if any,  subject only to the
authority of the Chairman of the Board and the Board of Directors. He shall be a
Director and, in the absence of the Chairman of the Board,  the President  shall
preside at all meetings of the  Corporation.  The President  shall have the same
power  to sign for the  Corporation  as  prescribed  in  these  By-laws  for the
Chairman of the Board. In addition,  he shall perform all duties incident to the
office  of the  President  and such  other  duties  as from  time to time may be
assigned to him by the Board of Directors or the Chairman of the Board.

         4.5 Duties of the Treasurer.  The Treasurer shall have charge of and be
responsible  for  all  funds,  securities,  receipts  and  disbursements  of the
Corporation,  and shall deposit all monies and securities of the  Corporation in
such banks and depositories as shall be designated by the Board of Directors. He
shall be responsible (i) for maintaining adequate financial accounts and records
in  accordance  with  generally  accepted  accounting  practices;  (ii)  for the
preparation of appropriate operating budgets and financial statements; (iii) for
the preparation and filing of all tax returns  required by law; and (iv) for the
performance  of all duties  incident to the office of  Treasurer  and such other
duties  as from  time to  time  may be  assigned  to him by the  President.  The
Treasurer  may  sign  and  execute  in  the  name  of  the   Corporation   share
certificates, deeds, mortgages, bonds, contracts or other instruments, except in
cases where the signing and the execution  thereof shall be expressly  delegated
by the Board of Directors or by these  By-laws to some other officer or agent of
the  Corporation  or shall be  required  by law or  otherwise  to be  signed  or
executed.



                                       7
<PAGE>
CFW COMMUNICATIONS COMPANY                                            FORM 10-K

         4.6 Duties of the  Secretary.  The Secretary  shall act as secretary of
all meetings of the Board of Directors and shareholders of the Corporation. When
requested,  he shall also act as secretary of the meetings of the  committees of
the Board.  He shall keep and  preserve  the  minutes  of all such  meetings  in
permanent  books.  He shall  see that all  notices  required  to be given by the
Corporation  are duly given and  served;  shall have  custody of the seal of the
Corporation  and  shall  affix the seal or cause it to be  affixed  to all share
certificates  of the  Corporation and to all documents the execution of which on
behalf  of the  Corporation  under  its  corporate  seal is duly  authorized  in
accordance  with law or the provisions of these  By-laws;  shall have custody of
all deeds, leases, contracts and other important corporate documents; shall have
charge of the books,  records  and  papers of the  Corporation  relating  to its
organization  and  management  as a  Corporation;  shall  see that all  reports,
statements and other documents required by law (except tax returns) are properly
filed;  and shall in general  perform  all the duties  incident to the office of
Secretary  and such other  duties as from time to time may be assigned to him by
the President.

         4.7 Powers and Duties of Other  Officers.  The powers and duties of all
other  officers of the  Corporation  shall be those usually  pertaining to their
respective  offices,  subject  to the  direction  and  control  of the  Board of
Directors  and as otherwise  provided in these  Bylaws,  or as prescribed by the
Chairman of the Board.

                                    ARTICLE 5

                                  CAPITAL STOCK


         5.1 Certificates.  The shares of capital stock of the Corporation shall
be evidenced by certificates  in forms  prescribed by the Board of Directors and
executed  in any manner  permitted  by law and stating  thereon the  information
required by law.  Transfer  agents and/or  registrars for one or more classes of
shares of the  Corporation may be appointed by the Board of Directors and may be
required  to  countersign  certificates  representing  shares  of such  class or
classes.  If any officer  whose  signature or facsimile  thereof shall have been
used on a share  certificate  shall for any reason cease to be an officer of the
Corporation  and such  certificate  shall not then have  been  delivered  by the
Corporation,  the Board of Directors may nevertheless adopt such certificate and
it may then be issued and  delivered  as though such person had not ceased to be
an officer of the Corporation.

         5.2 Lost, Destroyed and Mutilated  Certificates.  Holders of the shares
of the  Corporation  shall  immediately  notify  the  Corporation  of any  loss,
destruction  or  mutilation  of the  certificate  therefor,  and  the  Board  of
Directors may in its discretion  cause one or more new certificates for the same
number of  shares in the  aggregate  to be issued to such  shareholder  upon the
surrender of the mutilated  certificate or upon satisfactory  proof of such loss
or destruction,  and the deposit of a bond in such form and amount and with such
surety as the Board of Directors may require.

         5.3  Transfer  of  Shares.  The  shares  of the  Corporation  shall  be
transferable or assignable only on the books of the Corporation by the holder in
person or by  attorney  on  surrender  of the  certificate  for such shares duly
endorsed and, if sought to be transferred by attorney,  accompanied by a written
power of attorney to have the same  transferred on the books of the Corporation.
The  Corporation  will  recognize,  however,  the exclusive  right of the person
registered on its books as the owner of shares to receive  dividends and to vote
as such owner.



                                       8
<PAGE>
CFW COMMUNICATIONS COMPANY                                            FORM 10-K

         5.4 Fixing  Record Date.  For the purpose of  determining  shareholders
entitled  to  notice  of or to  vote  at  any  meeting  of  shareholders  or any
adjournment thereof, or entitled to receive payment of any dividend, or in order
to make a determination of shareholders for any other proper purpose,  the Board
of  Directors  may  fix in  advance  a date as the  record  date  for  any  such
determination of shareholders, such date in any case to be not more than seventy
days  prior  to  the  date  on  which  the  particular  action,  requiring  such
determination  of  shareholders,  is to be taken. If no record date is fixed for
the determination of shareholders  entitled to notice of or to vote at a meeting
of shareholders,  or shareholders entitled to receive payment of a dividend, the
date on which  notices  of the  meeting  are  mailed  or the  date on which  the
resolution of the Board of Directors  declaring such dividend is adopted, as the
case may be, shall be the record date for such  determination  of  shareholders.
When a  determination  of  shareholders  entitled  to  vote  at any  meeting  of
shareholders has been made as provided in this section, such determination shall
apply to any  adjournment  thereof  unless  the Board of  Directors  fixes a new
record  date,  which it shall do if the meeting is adjourned to a date more than
120 days after the date fixed for the original meeting.

                                    ARTICLE 6

                            MISCELLANEOUS PROVISIONS

         6.1 Seal. The seal of the  Corporation  shall consist of two concentric
circles,  between  which shall be  inscribed  the name of the Company and in the
center shall be inserted "Seal."

         6.2 Fiscal Year.  The fiscal year of the  Corporation  shall end on the
last day of December of each year as may be fixed by the Board of Directors.

         6.3 Checks,  Notes and Drafts.  Checks,  notes, drafts and other orders
for the  payment  of money  shall be  signed  by such  persons  as the  Board of
Directors  from  time to time may  authorize.  When the  Board of  Directors  so
authorizes, however, the signature of any such person may be a facsimile.

         6.4  Amendment  of  By-laws.  Unless  proscribed  by  the  Articles  of
Incorporation,  these  By-laws  may be amended or altered at any  meeting of the
Board of Directors by affirmative  vote of a majority of the number of Directors
fixed by these  By-laws.  The  shareholders  entitled  to vote in respect of the
election of Directors, however, shall have the power to rescind, amend, alter or
repeal any By-laws and to enact By-laws which, if expressly so provided, may not
be amended, altered or repealed by the Board of Directors.

         6.5 Voting of Shares Held.  Unless otherwise  provided by resolution of
the Board of Directors or of the Executive Committee,  if any, the President may
from time to time  appoint an  attorney or  attorneys  or agent or agents of the
Corporation,  in the name and on  behalf  of the  Corporation,  to cast the vote
which the  Corporation  may be entitled to cast as a shareholder or otherwise in
any other  corporation,  any of whose securities may be held by the Corporation,
at  meetings  of the  holders  of the shares or other  securities  of such other
corporation,  or to  consent  in  writing  to  any  action  by  any  such  other
corporation; and the President shall instruct the person or persons so appointed
as to the manner of casting such votes or giving such consent and may execute or
cause to be executed on behalf of the Corporation,  and under its corporate seal
or otherwise,  such written proxies,  consents,  waivers or other instruments as
may be  necessary or proper in the  premises.  In lieu of such  appointment  the
President  may  himself  attend any  meetings  of the holders of shares or other
securities of any such other  corporation  and there vote or exercise any or all
power of the  Corporation  as the holder of such shares or other  securities  of
such other corporation.


                                       9