Exhibit 10.2

            form of letter Amending the 1997 stock compensation plan


                                                              ________ __ , 1999

[Optionee]
[Address]

                           Option Agreement Amendment

Dear  ______________:

             CFW Communications Company (the Company) recognizes that, as is the
case  with many  publicly  held  corporations,  the  possibility  of a change in
control of the Company  exists.  The  possibility of a change in control and the
uncertainty it may cause among  management  employees,  may distract  management
personnel to the detriment of the Company and its stockholders.

             The Company's  Board of Directors has determined  that  appropriate
steps should be taken to encourage  the  continued  dedication  of the company's
senior  management,   including  yourself,  to  their  assigned  duties  without
distraction in the face of a possible change in control of the company.

             Accordingly,  effective  January 1, 2000,  this  letter  amends the
option agreement or agreements by and between the Company and you dated prior to
the date hereof (the  Agreement)  to provide  that the option will become  fully
exercisable  on  (i)  the  date  the  Company  enters  into  an  Agreement,  the
consummation  of which would result in a "Change in  Control";  or (ii) the date
any person (including the Company) publicly announces an intention to take or to
consider  taking  actions  which if  consummated  would  constitute a "Change in
Control".  Notwithstanding  the  preceding  sentence,  no  acceleration  of  the
option's   exercisability  shall  occur  if  the  Company  determines  that  the
acceleration  will have an  adverse  effect on the  availability  of  pooling of
interest  accounting.  The remaining terms of your Agreement are not affected by
this letter and they remain unchanged.

             For purposes of the  Agreement,  a "Change in Control"  will result
from any of the following events:

             (a) any "person," as such term is used in Sections  13(d) and 14(d)
of the Securities  Exchange Act of 1934, as amended (the "Exchange  Act") (other
than the Company,  any trustee or other fiduciary  holding  securities  under an
employee  benefit  plan  of the  Company,  or any  Company  owned,  directly  or
indirectly,  by the  stockholders  of the  Company  in  substantially  the  same
proportions as their ownership of stock of the Company), is or becomes the owner
or  "beneficial  owner"  (as  defined  in Rule 13d-3  under the  Exchange  Act),
directly or indirectly,  of Company securities representing more than 30% of the
combined voting power of the then outstanding securities;

             (b) during any period of two  consecutive  years (not including any
period  prior  to the  execution  of  this  Agreement),  individuals  who at the
beginning  of such period  constitute  the  Company's  board of  directors  (the
Board),  and any new director (other than a director  designated by a person who
has entered into an agreement with the Company to effect a transaction described
in clause (a), (c) or (d) hereof) whose  election by the Board or nomination for
election by the Company's  stockholders  was approved by a vote of a majority of
the  directors  then  still in  office  who  either  (l) were  directors  at the
beginning of such period or (2) were so elected or nominated with such approval,
cease for any reason to constitute at least a majority of the Board;




<PAGE>
CFW COMMUNICATIONS COMPANY                                            FORM 10-K

             (c)  the   stockholders   of  the  Company   approve  a  merger  or
consolidation  of the  Company  with  any  other  Company  and  such  merger  or
consolidation  is consummated,  other than (l) a merger or  consolidation  which
would result in the voting  securities  of the Company  outstanding  immediately
prior thereto  continuing to represent  (either by remaining  outstanding  or by
being converted into voting securities of the surviving entity) more than 50% of
the  combined  voting  power of the  voting  securities  of the  Company or such
surviving entity  outstanding  immediately after such merger or consolidation or
(2) a merger or consolidation  effected to implement a  recapitalization  of the
Company (or similar  transaction) in which no "person" (as hereinabove  defined)
acquires  more  than 30% of the  combined  voting  power of the  Company's  then
outstanding securities; or

             (d) the  stockholders  of the  Company  approve a plan of  complete
liquidation  of the Company or an agreement for the sale or  disposition  by the
Company of all or substantially all of the Company's assets and such liquidation
or sale of assets is consummated.

             If  you  have  any   questions   in  this   regard,   please   call
______________ at _______________.


Sincerely,


James S. Quarforth
President