SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549


                                    FORM 10-Q


                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarter ended    June 30, 2000            Commission File No.  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 no.)


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


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


                                      None
--------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)


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
                                       ---    ---

                     (APPLICABLE ONLY TO CORPORATE ISSUERS)

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 8/14/00     13,116,553
         --------------------------


<PAGE>

                           CFW COMMUNICATIONS COMPANY


                                    I N D E X



                                                                           Page
                                                                          Number

PART I. FINANCIAL INFORMATION

         Condensed Consolidated Balance Sheets, June 30, 2000 and
         December 31, 1999                                                 3-4


         Condensed Consolidated Statements of Income, Three and
         Six Months Ended June 30, 2000 and 1999                            5


         Condensed Consolidated Statements of Cash Flows Six
         Months Ended June 30, 2000 and 1999                                6


         Condensed Consolidated Statements of Shareholders'
         Equity, Three and Six Months Ended June 30, 2000 and 1999          7


         Notes to Condensed Consolidated Financial Statements              8-9


         Management's Discussion and Analysis of Financial
         Condition and Results of Operations                              10-14


PART II. OTHER INFORMATION                                                  15


SIGNATURES                                                                16-17


                                       2
<PAGE>
<TABLE>
                                                    CFW COMMUNICATIONS COMPANY

                                              Condensed Consolidated Balance Sheets

<CAPTION>


                                                                                   June 30, 2000
                                                                                    (Unaudited)              December 31, 1999
                                                                                ---------------------       --------------------
ASSETS
<S>                                                                             <C>                         <C>
Current Assets
     Cash and cash equivalents                                                  $         248,754           $         198,240
     Accounts receivable, net of allowance of $1.6 million ($1.1 million
       in 1999)                                                                        13,835,949                  12,212,886
     Receivable from affiliates                                                         1,724,693                   3,824,585
     Materials and supplies                                                             1,095,120                     955,381
     Prepaid expenses and other                                                           976,718                     572,339
     Income tax receivable                                                                      -                   1,999,715
     Assets of discontinued segment                                                     9,764,328                   8,023,326
                                                                                ---------------------       --------------------

                                                                                       27,645,562                  27,786,472
                                                                                ---------------------       --------------------

Securities and Investments                                                             35,100,542                  39,109,476
                                                                                ---------------------       --------------------

Property and Equipment
     Land and building                                                                 23,862,688                  23,526,095
     Network plant and equipment                                                      114,712,693                 100,938,828
     Furniture, fixtures and other equipment                                           24,403,777                  26,158,859
     Radio spectrum licenses                                                           15,476,485                  15,478,079
                                                                                ---------------------       --------------------
         Total in service                                                             178,455,643                 166,101,861
     Under construction                                                                12,530,597                   9,124,046
                                                                                ---------------------       --------------------

                                                                                      190,986,240                 175,225,907
     Less accumulated depreciation                                                     61,381,028                  55,756,282
                                                                                ---------------------       --------------------

                                                                                      129,605,212                 119,469,625
                                                                                ---------------------       --------------------
Other Assets
     Cost in excess of net assets of business acquired, less accumulated
       amortization of $3.3 million ($2.4 million in 1999)                             31,039,878                  23,411,894
     Deferred charges                                                                  12,006,608                     359,294
     Radio spectrum licenses and license deposits                                       7,864,963                   7,864,836
                                                                                ---------------------       --------------------

                                                                                       50,911,449                  31,636,024
                                                                                ---------------------       --------------------


                                                                                $     243,262,765           $     218,001,597
                                                                                =====================       ====================
</TABLE>

See Notes to Condensed Consolidated Financial Statements.

                                                                3
<PAGE>
<TABLE>
                                             CFW COMMUNICATIONS COMPANY

                                        Condensed Consolidated Balance Sheets

<CAPTION>


                                                                         June 30, 2000            December 31,
                                                                          (unaudited)                 1999
                                                                       -------------------     --------------------
Liabilities and Shareholders' Equity
<S>                                                                    <C>                     <C>
Current Liabilities
     Accounts payable                                                  $      20,317,262       $        9,552,592
     Customers' deposits                                                         529,027                  448,995
     Advance billings                                                          2,987,640                2,677,044
     Accrued payroll                                                           1,067,069                1,030,413
     Accrued interest                                                             96,152                  280,151
     Other accrued liabilities                                                 3,423,737                1,617,206
     Accrued income taxes payable                                                122,138                        -
     Deferred revenue                                                          1,518,890                1,835,694
     Liabilities of discontinued segment                                       3,275,045                2,293,799
                                                                       -------------------     --------------------

                                                                              33,336,960               19,735,894
                                                                       -------------------     --------------------

Long-Term Debt                                                                51,567,016               37,684,783
                                                                       -------------------     --------------------

Long-term Liabilities
     Deferred income taxes                                                    29,568,013               31,077,684
     Retirement benefits                                                      10,427,284               10,741,020
     Other                                                                     2,795,177                  797,175
                                                                       -------------------     --------------------

                                                                              42,790,474               42,615,879
                                                                       -------------------     --------------------

Minority Interests                                                             1,419,433                1,781,241
                                                                       -------------------     --------------------

Commitments

Shareholders' Equity
     Preferred stock, no par                                                           -                        -
     Common stock, no par                                                     44,747,385               43,943,136
     Retained earnings                                                        49,269,554               50,385,117
     Unrealized gain on securities available for sale, net                    20,131,943               21,855,547
                                                                       -------------------     --------------------

                                                                             114,148,882              116,183,800
                                                                       -------------------     --------------------


                                                                       $     243,262,765       $      218,001,597
                                                                       ===================     ====================

</TABLE>

See Notes to Condensed Consolidated Financial Statements.

                                                         4
<PAGE>
<TABLE>
                                                     CFW COMMUNICATIONS COMPANY

                                             Condensed Consolidated Statements of Income
                                                             (Unaudited)
<CAPTION>

                                                                    Three Months Ended                    Six Months Ended
                                                             ---------------------------------     --------------------------------
                                                                June 30,          June 30,           June 30,          June 30,
                                                                  2000              1999               2000              1999
                                                             ---------------    --------------     --------------    --------------
<S>                                                          <C>                <C>                <C>               <C>
Operating Revenues
    Wireline communications                                  $ 14,697,395       $  10,199,402      $ 28,572,506      $ 20,001,516
    Wireless communications                                     5,818,465           5,422,466        11,697,822        10,471,538
    Other communications services                               1,001,967           1,012,895         1,857,857         2,056,960
                                                             ---------------    --------------     --------------    --------------

                                                               21,517,827          16,634,763        42,128,185        32,530,014
                                                             ---------------    --------------     --------------    --------------

Operating Expenses
    Cost of sales                                               2,490,271           1,738,617         4,857,047         3,489,749
    Maintenance and support                                     6,181,332           3,146,777        11,687,050         6,136,040
    Depreciation and amortization                               3,408,736           2,667,548         6,751,367         5,198,169
    Customer operations                                         3,792,461           2,863,918         7,390,939         5,441,462
    Corporate operations                                        2,057,649           1,486,327         4,158,220         3,067,124
                                                             ---------------    --------------     --------------    --------------

                                                               17,930,449          11,903,187        34,844,623        23,332,544
                                                             ---------------    --------------     --------------    --------------

Operating Income                                                3,587,378           4,731,576         7,283,562         9,197,470

Other Income (Expenses)
    Other expenses, principally interest                         (550,112)           (293,425)       (1,009,975)         (545,687)
    Equity loss from PCS investees
       VA PCS Alliance                                         (1,315,066)         (1,479,228)       (2,838,564)       (2,838,052)
       WV PCS Alliance                                         (1,672,892)         (1,458,879)       (3,816,908)       (2,431,229)
    Equity income from other wireless investees                    56,629              34,759            98,629            87,766
                                                             ---------------    --------------     --------------    --------------

                                                                  105,937           1,534,803          (283,256)        3,470,268

Income Taxes                                                       84,393             442,192           (87,314)        1,196,238
                                                             ---------------    --------------     --------------    --------------

                                                                   21,544           1,092,611          (195,942)        2,274,030

Minority Interests                                                (31,970)           (129,543)         (105,092)         (218,558)
                                                             ---------------    --------------     --------------    --------------
Income (loss) from continuing operations                          (10,426)            963,068          (301,034)        2,055,472

Income from operation of discontinued segment, net of tax         347,687             332,040           686,705           579,362
                                                             ---------------    --------------     --------------    --------------

Net Income                                                   $    337,261       $   1,295,108      $    385,671      $  2,634,834
                                                             ---------------    --------------     --------------    --------------

Income (loss) from continuing operations per common share -  $          -       $       0.07       $      (0.02)     $      0.16
    basic
Income (loss) from continuing operations per common share -  $          -       $       0.07       $      (0.02)     $      0.16
    diluted

Net income per common share - basic                          $       0.03       $       0.10       $       0.03      $      0.20
Net income per common share - diluted                        $       0.03       $       0.10       $       0.03      $      0.20

Average shares outstanding - basic                             13,100,688          13,040,176        13,083,819        13,031,007
Average shares outstanding - diluted                           13,309,760          13,115,990        13,291,777        13,091,394

                                                             ---------------    --------------     --------------    --------------
Cash dividends per share                                     $          -       $    0.11475       $    0.11475      $    0.22950
                                                             ---------------    --------------     --------------    --------------
</TABLE>

See Notes to Condensed Consolidated Financial Statements.

                                                                 5
<PAGE>
<TABLE>
                                               CFW COMMUNICATIONS COMPANY

                                    Condensed Consolidated Statements of Cash Flows
                                                      (Unaudited)
<CAPTION>
                                                                                       Six Months Ended
                                                                          --------------------------------------------
                                                                               June 30,                 June 30,
                                                                                 2000                      1999
                                                                          --------------------      ------------------
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                       <C>                       <C>
Net income                                                                $         385,671         $      2,634,834
Deduct income from operations of discontinued segment                              (686,705)                (579,361)
                                                                          --------------------      ------------------
Income (loss) from continuing operations                                           (301,034)               2,055,473
Adjustments to reconcile net income
     to net cash provided by operating activities:
     Depreciation                                                                 5,870,656                4,839,795
     Amortization                                                                   880,711                  358,374
     Deferred taxes                                                                (412,320)               1,262,979
     Retirement benefits                                                           (313,736)                 439,663
     Equity loss from PCS Alliances                                               6,655,470                5,269,281
     Minority interests, net of distributions                                        74,338                   37,187
     Other                                                                         (685,217)                 349,708
     Equity gains from other investees                                             (494,745)                (231,614)
Changes in assets and liabilities from operations:
     Increase in accounts receivable                                             (1,553,775)              (1,920,376)
     Increase in materials and supplies                                            (139,739)              (1,703,125)
     Increase in other current assets                                              (404,379)                (112,600)
     Changes in income taxes                                                      2,121,853                  148,106
     Increase (decrease) in accounts payable                                       (634,285)                 459,106
     Increase (decrease) in other accrued liabilities                               517,793                 (311,736)
     Increase in other current liabilities                                          390,628                  157,105
                                                                          --------------------      ------------------
Net cash provided by continuing operations                                       11,572,219               11,097,326
Net cash provided by (used in) discontinued operations                              (73,051)              (1,069,396)
                                                                          --------------------      ------------------
Net cash provided by operating activities                                        11,499,168               10,027,930
                                                                          --------------------      ------------------

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment                                             (17,182,335)             (15,460,720)
Acquisition/disposition costs                                                      (394,747)                       -
Purchase of minority interest in RSA6                                            (7,400,000)                       -
Investments in PCS alliances                                                     (3,892,138)              (3,892,138)
Repayments from PCS Alliances                                                     2,099,892                2,767,544
Proceeds from sale of towers                                                      3,200,000                        -
Acquisition of Internet company and subscribers                                  (1,356,373)              (2,097,652)
Deposit on radio spectrum licenses, net                                            (100,000)                 (76,500)
Purchase of radio spectrum licenses, net of minority interest                             -                 (856,450)
Maturities and distributions from other investments                                 391,799                  175,506
                                                                          --------------------      ------------------

Net cash used in investing activities                                           (24,633,902)             (19,440,410)
                                                                          --------------------      ------------------

CASH FLOWS FROM FINANCING ACTIVITIES
Cash dividends                                                                   (1,501,234)              (2,994,005)
Payments on senior notes                                                        (12,727,272)              (3,636,364)
Additional borrowing on lines of credit, net                                     26,609,505               16,289,084
Net proceeds from exercise of stock options                                         804,249                  151,759
                                                                          --------------------      ------------------

Net cash provided by financing activities                                        13,185,248                9,810,474
                                                                          --------------------      ------------------

Increase (decrease) in cash and cash equivalents                                     50,514                  397,994

Cash and cash equivalents:
Beginning                                                                           198,240                   42,590
                                                                          --------------------      ------------------

Ending                                                                    $         248,754         $        440,584
                                                                          ====================      ==================
See Notes to Condensed Consolidated Financial Statements.
</TABLE>

                                                           6
<PAGE>
<TABLE>
                                                     CFW COMMUNICATIONS COMPANY

                                Condensed Consolidated Statement of Shareholders' Equity (unaudited)
<CAPTION>

                                                                                                   Accumulated
                                                                                                      Other              Total
                                                                                   Retained       Comprehensive      Shareholders'
                                                         Common Stock              Earnings           Income            Equity
                                                   Shares           Amount
                                                 ------------    -------------  ---------------- -----------------  ----------------
<S>                                              <C>             <C>            <C>              <C>                <C>
Balance, December 31, 1998                       13,016,988      $43,527,636    $ 49,882,849     $         -        $ 93,410,485

Comprehensive income:
   Net Income                                                                      1,339,726
   Unrealized gain on securities available for
     sale, net of $1.0 million of deferred tax
     obligation                                                                                      1,580,294
   Comprehensive income                                                                                                2,920,020
Cash dividends                                                                    (1,495,905)                         (1,495,905)
Stock options exercised, net                         19,428           75,022                                              75,022
                                                 ------------    -------------  ---------------- -----------------  ----------------

Balance, March 31, 1999                          13,036,416       43,602,658      49,726,670         1,580,294        94,909,622

Comprehensive income:
   Net Income                                                                      1,295,108
   Unrealized gain on securities available for
     sale, net of $1.7 million of deferred tax
     obligation                                                                                      2,719,995
   Comprehensive income                                                                                                4,015,103
Cash dividends                                                                    (1,498,100)                         (1,498,100)
Stock options exercised, net                          5,663           76,737                                              76,737
                                                 ------------    -------------  ---------------- -----------------  ----------------

Balance, June 30, 1999                           13,042,079      $43,679,395    $ 49,523,678     $   4,300,289      $ 97,503,362
                                                 ============    =============  ================ =================  ================


Balance, December 31, 1999                       13,060,386      $43,943,136    $ 50,385,117     $  21,855,547      $116,183,800

Comprehensive income:
   Net Income                                                                         48,410
   Unrealized loss on securities available for
     sale, net of $1.0 million deferred tax
     benefit                                                                                        (2,409,118)
   Comprehensive income                                                                                               (2,360,708)
Cash dividends                                                                    (1,501,234)                         (1,501,234)
Stock options exercised, net                         34,043          382,356                                             382,356
                                                 ------------    -------------  ---------------- -----------------  ----------------

Balance, March 31, 2000                          13,094,429       44,325,492      48,932,293        19,446,429       112,704,214
                                                 ------------    -------------  ---------------- -----------------  ----------------

Comprehensive income:
   Net Income                                                                        337,261
   Unrealized gain on securities available for
     sale, net of $1.0 million deferred tax
     obligation                                                                                        685,514
   Comprehensive income                                                                                                1,022,775
Stock options exercised, net                         22,124          421,893                                             421,893
                                                 ------------    -------------  ---------------- -----------------  ----------------

Balance, June 30, 2000                           13,116,553      $44,747,385    $ 49,269,554     $  20,131,943      $114,148,882
                                                 ============    =============  ================ =================  ================
</TABLE>

See Notes to Condensed Consolidated Financial Statements.

                                                                 7
<PAGE>
                           CFW COMMUNICATIONS COMPANY
              Notes to Condensed Consolidated Financial Statements


(1)     In the opinion of the Company, the accompanying  condensed  consolidated
        financial  statements  which are  unaudited,  except  for the  condensed
        consolidated  balance  sheet dated  December 31, 1999,  which is derived
        from audited financial statements,  contain all adjustments  (consisting
        of only  normal  recurring  accruals)  necessary  to present  fairly the
        financial  position  as of June 30, 2000 and  December  31, 1999 and the
        results of  operations  for the three and six months ended June 30, 2000
        and 1999 and cash flows for the six months ended June 30, 2000 and 1999.
        The results of  operations  for the three and six months  ended June 30,
        2000  and 1999  are not  necessarily  indicative  of the  results  to be
        expected for the full year.

        Certain  amounts  on the  prior  year  financial  statements  have  been
        reclassified,   with  no  effect  on  net   income,   to  conform   with
        classifications adopted in 2000.


(2)     The Company has five  primary  business  segments  which have  separable
        management focus and  infrastructures  and that offer different products
        and services.  These  segments are described in more detail in Note 2 of
        the Company's 1999 Annual Report to Shareholders.  Summarized  financial
        information  concerning the Company's reportable  segments,  as adjusted
        for all periods for the effect of the Company's discontinued  operations
        (Note 10), is shown in the following table.
<TABLE>
<CAPTION>
                                       Telephone     Network &     Internet     Wireless      Cable        Other        Total
(in thousands)                                          CLEC
---------------------------------------------------------------------------------------------------------------------------------
As of and for the three months ended June 30, 2000
<S>                                      <C>           <C>          <C>          <C>            <C>        <C>         <C>
Revenues                                 $8,022        $2,342       $3,939       $5,220         $598       $1,397      $21,518
EBITDA                                    5,486          (208)         290          758          118          552        6,996
Depreciation &
   Amortization                           1,042           504          779          287          319          478        3,409

As of and for the three months ended June 30, 1999
Revenues                                 $7,810        $1,220         $763       $4,709         $714       $1,419      $16,635
EBITDA                                    5,625           191         (345)       1,300          147          481        7,399
Depreciation &
   amortization                             921           284          147          235          636          445        2,668

As of and for the six months ended June 30, 2000
Revenues                                 $15,991        $4,376       $7,412      $10,460       $1,238       $2,651      $42,128
EBITDA                                    10,979          (277)         392        1,814          257          870       14,035
Depreciation &
   Amortization                            2,067           950        1,507          606          662          959        6,751
Total segment
   Assets                                 47,244        29,321       21,302        9,023       19,554       11,731      138,175
Corporate assets                                                                                                         95,324
Assets of discontinued operation                                                                                          9,764
                                                                                                                      ------------
Total Assets                                                                                                           $243,263
                                                                                                                      ============

As of and for the six months ended June 30, 1999
Revenues                                 $15,511        $2,422       $1,266       $9,030       $1,442       $2,859      $32,530
EBITDA                                    11,024           503         (609)       2,341          286          851       14,396
Depreciation &
   amortization                            1,822           551          234          445        1,280          866        5,198
Total segment
   assets                                 43,134        19,929        3,831        8,551       24,898       12,476      112,819
Corporate assets                                                                                                         55,136
Assets of discontinued operation                                                                                          8,112
                                                                                                                      ------------
Total Assets                                                                                                           $176,067
                                                                                                                      ============
</TABLE>

(3)     The weighted average number of common shares outstanding, which was used
        to  compute  diluted  net  income  per  share in  accordance  with  FASB
        Statement  No. 128,  Earnings Per Share,  were  increased by 337,260 and
        75,815  shares,  and by  385,672  and 60,717 for the three and six month
        periods  ended June 30,  2000 and 1999,  respectively,  to  reflect  the
        assumed conversion of dilutive stock options.  The Company currently has
        637,930 options  outstanding to acquire shares of common stock, of which
        257,310 are currently exercisable.

                                       8
<PAGE>
                           CFW COMMUNICATIONS COMPANY
              Notes to Condensed Consolidated Financial Statements
                                    Continued


(4)     As of June 30, 2000, the Company had a 21% common ownership  interest in
        Virginia  PCS  Alliance,  L.C.  (VA  Alliance),  a provider  of personal
        communications  services  (PCS) serving a 1.7 million  populated area in
        central and western  Virginia.  The Company is managing  such  build-out
        pursuant to a service  agreement.  PCS operations  began  throughout the
        Virginia region in the fourth quarter of 1997.

        As of June 30, 2000, the Company had a 45% common ownership  interest in
        the West  Virginia  PCS  Alliance,  L.C. (WV  Alliance),  a PCS provider
        serving  a 2.0  million  populated  area in West  Virginia  and parts of
        eastern Kentucky, southwestern Virginia and eastern Ohio. The Company is
        managing this build-out pursuant to a service agreement. The WV Alliance
        commenced  operations in the fourth quarter of 1998,  offering  services
        along  the  Charleston  and  Huntington  corridor  and  expanded  to the
        northern corridor of West Virginia,  including the cities of Clarksburg,
        Fairmont and Morgantown in the second quarter of 1999.

        Summarized  financial  information  for the VA Alliance  and WV Alliance
        ("Alliances"),  both of which are accounted for under the equity method,
        are as follows:
<TABLE>
<CAPTION>
                                                             VA Alliance                                 WV Alliance
    (in thousands)                              June 30, 2000       December 31, 1999      June 30, 2000        December 31, 1999
    --------------                              -------------       -----------------      -------------        -----------------
<S>                                           <C>                  <C>                   <C>                 <C>
    Current assets                            $        21,060      $           9,241     $         14,212    $            2,367
    Noncurrent assets                                  94,849                111,601               52,493                51,130
    Current liabilities                                 3,161                  7,633               10,367                 3,076
    Long-term debt                                    129,653                131,478               64,176                51,125
    Redeemable preferred interest                      12,892                 15,192                    -                     -

<CAPTION>
                                                             VA Alliance                                 WV Alliance
                                                     For the Three Months Ended,                 For the Three Months Ended,
                                                     ---------------------------                 ---------------------------
    (in thousands)                              June 30, 2000        June 30, 1999         June 30, 2000          June 30, 1999
                                                -------------        -------------         -------------          -------------
    Net sales                                 $          5,726   $            3,007      $         3,635     $              376
    Gross profit (loss)                                  3,243                1,830                1,349                    (82)
    Net loss applicable to common owners                (6,323)              (7,112)              (3,749)                (3,269)
    Company's share of net loss                         (1,315)              (1,479)              (1,672)                (1,458)

                                                             VA Alliance                                 WV Alliance
                                                      For the Six Months Ended,                   For the Six Months Ended,
                                                      -------------------------                   -------------------------
    (in thousands)                              June 30, 2000         June 30, 1999        June 30, 2000          June 30, 1999
                                                -------------         -------------        -------------          -------------
    Net sales                                 $        10,206     $            5,424      $         6,260     $              632
    Gross profit (loss)                                 5,407                  2,414                1,640                   (100)
    Net loss applicable to common owners              (13,648)               (13,645)              (8,554)                (5,448)
    Company's share of net loss                        (2,838)                (2,838)              (3,816)                (2,431)
</TABLE>

        As of June 30, 2000,  the Company had entered into  guaranty  agreements
        whereby the Company is  committed to provide  guarantees  of up to $71.0
        million of the  Alliance's  debt and redeemable  preferred  obligations.
        Such  guarantees  become  effective as  obligations  are incurred by the
        Alliances.  Subsequent  to June 30,  2000,  the Company  refinanced  the
        Alliance debt (Note 7)

(5)     In February 2000, the Company  acquired 4,400 Internet  subscribers from
        Twin  County  Internet  Access  ("TCIA")  for a  purchase  price of $1.0
        million.  TCIA is located in Galax,  VA and serves parts of Southwestern
        Virginia and Northern North Carolina.  In May 2000, the Company acquired
        2,195 Internet subscribers from Heart of Virginia  Communications,  Inc.
        ("HOVAC")  for a  purchase  price of $0.3  million.  HOVAC is located in
        Farmville, VA.

        In March  2000,  the  Company  sold 10 towers for $3.2  million  and the
        Alliances  sold a total of 123 towers for $38.5  million to Crown Castle
        International Corp ("Crown").  In April 2000, the Alliances sold a total
        of 18  towers  for $5.7  million  to Crown.  In  connection  with  these
        transactions,  the  Company  has  certain  future  leaseback  and  other
        commitments. Accordingly, gains on the sales have been deferred for book
        purposes and will be amortized over the life of the leaseback agreement.

                                       9
<PAGE>
                           CFW COMMUNICATIONS COMPANY
              Notes to Condensed Consolidated Financial Statements
                                    Continued


        The effective tax rate for the Company changed significantly, from 29.3%
        for the six months ended June 30, 1999 to 47.7% for the six months ended
        June 30, 2000.  The effective  tax rate for the results from  continuing
        operations was a tax obligation of 37% for the six months ended June 30,
        1999 as compared  to a tax benefit of 22% for the six months  ended June
        30, 2000.  The  increases in the  effective tax rates are a result of an
        increase in non-deductible goodwill from the Internet acquisitions which
        occurred  over the last 18  months  and other  non-deductible  goodwill,
        applied against a lower pretax income (thus having a greater  percentage
        effect).  Also, the presence of prior year tax credits and the favorable
        treatment of a  significant  charitable  contribution  made in the prior
        year caused the prior year rate to be below statutory rates. In addition
        to the increased  effective tax rate, the Company is  anticipating  that
        its current  tax  provision  will be  significantly  greater  than prior
        periods as a result of the  recognition of the entire tower gain for tax
        purposes,  as well as the gains on sale of the directory  assistance and
        cellular analog  businesses  (Note 7 and 10). The current year effective
        tax rate will be reduced  from the rates  noted above as a result of the
        gains  from  these  transactions  due to the  fact  that  non-deductible
        goodwill  will make up a smaller  percent of a  significantly  increased
        taxable income.

(6)     In prior periods,  the Company reported wireless revenues net of cost of
        sales,  primarily handsets.  On June 1, 2000, the Company  retroactively
        revised its  reporting  to no longer net the cost of sales for  handsets
        and to  present  these  amounts  as a separate  component  of  operating
        expenses.  Operating revenues for wireless communications were increased
        by an identical amount.  This revision was made because,  in the opinion
        of management,  it more appropriately reflects the revenues and costs of
        its wireless operations in accordance with industry practice.

(7)     On July 26,  2000,  the  Company  closed on the  acquisition  of PrimeCo
        Personal Communications, L.P. PCS licenses, assets and operations in the
        Richmond and Hampton Roads areas of Virginia  ("PrimeCo VA") for cash of
        $408.6 million,  the assumption of approximately  $20.0 million of lease
        obligations and the transfer of a limited  partnership  interest and the
        assets, licenses and operations of our analog wireless operation, with a
        combined value of approximately $78.5 million.

        The Company  obtained  financing  through  issuance of unsecured  Senior
        Notes for $280  million,  Subordinated  Notes for $95 million,  a Senior
        Secured  Credit  Facility of up to $325  million  and various  preferred
        stock  offerings of $250 million.  These financing  transactions  closed
        concurrent with or just prior to the PrimeCo VA acquisition. The Company
        used the  proceeds  of the  financing  vehicles  to fund the  PrimeCo VA
        acquisition, to repay substantially all of its existing indebtedness and
        that of the Alliances, and for future expansion.

        The Senior  Notes were issued at 98.61% of par value and contain a 13.0%
        coupon rate (13.25%  yield).  They mature in August 2010.  Approximately
        $69.1  million was placed in escrow to pre-fund the first four  interest
        payments. The Senior Notes are redeemable early at a redemption price of
        up to  106.5%,  reducing  to 100% by  August  2008 and  contain  various
        financial covenants. Additionally, these notes were issued with warrants
        to purchase an aggregate of 504,000 shares of the Company's common stock
        at a price of $47.58 per share.  The warrants are  exercisable  one year
        from July 2000 and expire August 2010. The Senior Notes will be recorded
        net of the $3.9 million discount  associated with the issue price,  $6.9
        million of the estimated  fair value of the warrants  attached and other
        associated closing costs.

        The  Subordinated  Notes were issued at par and  contain a 13.5%  coupon
        rate.  They mature in February 2011.  These notes are subordinate to all
        senior  indebtedness,  including the senior  notes.  These notes contain
        early  redemption  features  similar to the senior notes. The notes were
        issued with  warrants to purchase an aggregate of 300,000  shares of the
        Company's common stock at a price of $0.01 per share. These warrants are
        also  exercisable  one year from July 2000 and expire February 2011. The
        Subordinated  Notes will be recorded net of the $12.2 million  estimated
        fair value of the warrants attached and other associated closing costs.

        The preferred stock offering contained Series B convertible,  redeemable
        preferred  stock of $112.5  million,  Series C  convertible,  redeemable
        preferred  stock of $60.3  million,  and Series D  redeemable  preferred
        stock of $77.2 million.  The Series B preferred stock converts to common
        stock at $41 per share,  contains  warrants to purchase an  aggregate of
        500,000 shares of the Company's common stock at a price of $50 per share
        and pays an 8.5% per  annum  dividend.  The  Series  C  preferred  stock
        converts  to  common  stock at $43 per  share and pays an 8.5% per annum
        dividend.  The Series C  conversion  price goes to $45 per share and the
        dividend rate goes to 5.5% upon shareholder approval.  The Series D pays
        an 18%  per  annum  dividend.  However,  upon  shareholder  approval  as
        required within the terms of the Series D preferred  stock, the Series D
        is converible to Series C with a conversion price of $45 per share and a
        dividend rate of 5.5%.

        In July 2000,  the Company  borrowed  $150  million of the $325  million
        senior  secured term loans.  The loans  contain a tranche A term loan of
        $50 million, tranche B term loan of $100 million, tranche C term loan of
        $75 million and a revolving credit facility of $100 million. These loans

                                       10
<PAGE>
                           CFW COMMUNICATIONS COMPANY
              Notes to Condensed Consolidated Financial Statements
                                    Continued


        begin maturing in four years with final maturities occurring in seven to
        eight  years.  The  loans  bear  interest  at rates  3% to 4% above  the
        Eurodollar  rate or 2.5% to 3% above the federal funds rates.  The loans
        contain certain financial covenants and restrictions as to their use.

        Concurrent with closing the PrimeCo VA acquisition and above  financing,
        $149.4  million of the amount  borrowed  under the senior term loans was
        loaned to the Alliances,  which they used to repay their indebtedness to
        the Rural Telephone Finance Cooperative ("RTFC").  Additionally,  of the
        total  proceeds  obtained from all financing  sources,  the Company paid
        $408.6 million to PrimeCo as part of the acquisition consideration, paid
        $43.0 million of their outstanding  borrowings under previously existing
        lines of credit,  placed $69.1  million in escrow to be used to fund the
        first four interest  payments on the senior notes,  acquired  additional
        common ownership interest in the VA Alliance for $11.4 million, and will
        pay  approximately $40 million in transaction fees and expenses relating
        to all of the transactions  discussed  herein.  Of the total transaction
        fees and expenses,  approximately  $10 to $12 million will be recognized
        in financing related, non-recurring charges.

(8)     Concurrent  with the  closing  of the  PrimeCo  VA  acquisition  and the
        aforementioned  debt and equity financing,  the VA Alliance redeemed its
        series A preferred  membership interest for $16.8 million.  This payment
        included  consideration  for  redemption  of $12.9 million in principle,
        $2.8 million in accrued  interest  and $1.1 million in early  redemption
        fees. The Company then exercised its right to fund $11.4 million of this
        redemption in exchange for additional  common ownership  interest in the
        VA  Alliance.  The  Company  also  elected  to convert  its  convertible
        preferred  ownership  interest in the VA Alliance into common  ownership
        interest.  These  redemptions  and  conversions  increased the Company's
        common  ownership   interest  in  the  VA  Alliance  from  21%  to  65%.
        Accordingly,  beginning in the third  quarter of 2000,  the Company will
        consolidate the operations of the VA Alliance.

(9)     On June 16, 2000, the Company's Board of Directors approved an agreement
        and plan of merger  with R&B  Communications,  Inc.  ("R&B").  Under the
        terms of that  agreement,  the  Company  will  issue  approximately  3.7
        million  shares  of its  common  stock  in  exchange  for  100% of R&B's
        outstanding  common stock. This transaction is subject to regulatory and
        shareholder approval and will be accounted for using the purchase method
        of accounting.

        R&B is an Integrated  Communications  Provider (ICP) supplying local and
        long distance  telephone  service,  and dial-up and high-speed  Internet
        service to business and residential  customers in Roanoke,  Virginia and
        the surrounding area, as well as in the New River Valley of Virginia.

        R&B has a 26 % ownership  interest  in the VA Alliance  and a 34% common
        ownership  interest in the WV Alliance.  Upon  completion  of the merger
        with R&B, R&B's  contribution of additional common equity capital to the
        VA  Alliance  and  their  conversion  of Series B  preferred  membership
        interests,  the Company  will own 91% and 79% of the VA Alliance  and WV
        Alliance,  respectively.  Accordingly,  the WV  Alliance  will  also  be
        consolidated pursuant to the merger.

(10)    Effective July 11, 2000,  pursuant to a stock purchase  agreement  dated
        May  17,  2000  with   telegate  AG,  a  Federal   Republic  of  Germany
        corporation,  the  Company  sold the  capital  stock of CFW  Information
        Services,  Inc.,  through  which  directory  assistance  operations  are
        conducted.  In exchange,  the Company received $32.0 million in cash and
        $3.5  million  in  stock  from  telegate  AG.  As  such,  the  directory
        assistance  operation was treated as a  discontinued  operation in these
        financial  statements.   Accordingly,  the  overhead  costs  which  were
        allocated  to  this  business   segment  which  were  not   specifically
        identified and incremental to the directory  assistance  operations were
        reclassified  as corporate  expenses and included as "other" in the Note
        2. These  costs  totaled  $.4 million and $.3 million for the six months
        ended June 30,  2000 and 1999,  respectively,  and $.2  million  and $.1
        million for the three months ended June 30, 2000 and 1999, respectively.

        Components of amounts  pertaining  to the  discontinued  operations  are
        reflected in the financial statements and are presented in the following
        table:

<TABLE>
<CAPTION>


                                                              Three Months Ended                       Six Months Ended
      (In thousands; unaudited)                       June 30, 2000       June 30, 1999        June 30, 2000      June 30, 1999
      --------------------------------------------- ------------------ --------------------- ------------------ -------------------
<S>                                                    <C>                 <C>                  <C>                 <C>
      Operating revenues                               $    3,431          $    2,993           $    6,763          $    5,867
      Operating income                                        555                 185                1,132                 413
      Income tax expense                                      223                (121)                 439                (101)
      Income from operations of discontinued           $      348          $      332           $      687          $      579
      segment
      --------------------------------------------- ----- ------------ ------ -------------- ----- ------------ ------ ------------

                                       11
<PAGE>
                           CFW COMMUNICATIONS COMPANY
              Notes to Condensed Consolidated Financial Statements
                                    Continued

<CAPTION>
      (In thousands; unaudited)                       June 30, 2000     December 31, 1999
      --------------------------------------------- ------------------ ---------------------
      Net assets of discontinued operations:
      Current assets                                   $    3,179          $    1,612
      Property and equipment, net                          10,781              12,655
      Other assets                                             43                   -
                                                          ------------        --------------
      Assets of discontinued segment                   $   14,003          $   14,267
                                                          ------------        --------------
      Current liabilities                                   1,476               1,654
      Deferred taxes                                          793                 527
      Retirement benefits                                   1,006                 113
                                                          ------------        --------------
      Liabilities of discontinued operations           $    3,275          $    2,294
                                                          ------------        --------------
</TABLE>



                                       12
<PAGE>
                           CFW COMMUNICATIONS COMPANY

Item 2.               Management's Discussion And Analysis
                Of Financial Conditions And Results Of Operations

Overview

         CFW  Communications  Company  (the  "Company")  is a  leading  regional
integrated  communications  provider  offering  a broad  range of  wireless  and
wireline  products  and  services  to  business  and  residential  customers  in
Virginia, West Virginia,  Kentucky, Tennessee and North Carolina. We own our own
digital PCS licenses,  fiber optic network,  switches and routers, which enables
us to offer our customers end-to-end  connectivity in the regions that we serve.
This facilities-based approach allows us to control product quality and generate
operating efficiencies.  As of June 30, 2000, the Company,  combined with the VA
Alliance and WV Alliance,  had approximately  62,500 digital PCS subscribers and
approximately  51,500 combined ILEC (Incumbent local exchange  carrier) and CLEC
(Competitive  local  exchange  carrier)  access  lines  installed.   PrimeCo  VA
operations had approximately 88,000 subscribers.

         Historically,  we have derived much of our revenues from our ILEC. As a
result of our increasing focus on and growth in digital PCS, Internet access and
CLEC  services,  a  significant  portion of our  operating  revenues  and EBITDA
(earnings  before interest,  taxes,  depreciation  and  amortization)  are being
generated  by  businesses  other  than our ILEC.  These  newer  businesses  have
generated  lower  operating  margins  due  to  start-up  costs  associated  with
expansion into new markets and introduction of new service offerings  throughout
the  region.   As  we  expand  our  markets  through  start-up   activities  and
acquisitions of new businesses and introduce new products, we expect these lower
operating margins to continue.

         We have  recently  significantly  expanded the scope of the  geographic
markets that we serve and focused our growth efforts on our core  communications
services,  primarily digital PCS services, Internet access, including dedicated,
high-speed DSL and dial-up  services,  high-speed  data  transmission  and local
telephone services. Through July 2000, we have completed the following:

     o    acquisition of the wireless licenses, assets and operations of PrimeCo
          Personal Communications,  L.P. (`PrimeCo") in the Richmond and Hampton
          Roads, Virginia markets ("PrimeCo VA");
     o    issuance  and sale of $375  million  of debt  securities  in a private
          placement;
     o    closing  on $325  million  in new senior  credit  facility,  with $150
          million borrowed on the date of the PrimeCo VA closing;
     o    payment of existing  senior  indebtedness  and  refinanced the VA & WV
          Alliance debt obligations;
     o    issuance and sale of Series B, Series C and Series D Preferred Stock;
     o    acquisition of certain PCS licenses  currently owned by AT&T that will
          add 2.5 million POPs in certain markets in Maryland and Pennsylvania;
     o    redemption  of the series A  preferred  membership  interest in the VA
          Alliance and conversion of series B preferred membership interest into
          common interest;
     o    dispositions of RSA 5 and the analog assets and operations of RSA 6 in
          connection with the transaction with PrimeCo;
     o    disposition of our directory assistance operations; and
     o    execution of a merger agreement with R&B Communications, an integrated
          communications  provider in a geographic  market  contiguous  to ours.
          This agreement is subject to shareholder  and regulatory  approval and
          is expected to close by the fourth quarter of 2000.

Collectively  these  events are referred to as the  "Transactions"  elsewhere in
this document.

Due to the disposition of the directory  assistance  operation in July 2000, the
Company has accounted for the directory  assistance  operation as a discontinued
operation  and,  therefore,  the  directory  assistance  operating  results  are
separated in the financial statements from the results of continuing  operations
and are separately discussed after the income taxes section below.

As a result  of the  Transactions  (Note 8 and 10),  third  and  fourth  quarter
results will differ  significantly from the second quarter and year to date June
30, 2000 results discussed herein.  The Company will report  significant  losses
from  operations  due to  consolidation  of the  Alliance  results,  significant
goodwill amortization and the significant increases in interest related costs.

The  discussion  and  analysis  herein  should be read in  conjunction  with the
financial  statements  and  the  notes  thereto  included  herein.  Much  of the
discussion  in this  section  involves  forward-looking  statements.  Our actual
results  may  differ   significantly   from  the  results   suggested  by  these
forward-looking  statements.  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, changes in industry  conditions created by federal
and state legislation and regulations;  successful  integration of acquisitions;
the  achievement  of build-out,  operational,  capital,  financing and marketing
plans relating to deployment of PCS services; retention of our existing customer
base and service levels and our ability to attract new  customers;  continuation
of economic growth and demand for wireless and wireline communications services;
rapid changes in technology;  the competitive  nature of the wireless  telephone
and other communications services industries; the effects of inflation and price
changes not being greater than anticipated, adverse changes in the roaming rates

                                       13
<PAGE>
                           CFW COMMUNICATIONS COMPANY

Item 2.               Management's Discussion And Analysis
                Of Financial Conditions And Results Of Operations
                                    Continued


we charge and pay; the capital intensity of the wireless  telephone business and
our debt structure;  our substantial debt obligations and our ability to service
those obligations;  the cash flow and financial performance of our subsidiaries;
restrictive  covenants and  consequences  of default  contained in our financing
arrangements;  completion of our anticipated merger with R&B Communications; our
opportunities for growth through acquisitions and investments and our ability to
manage this growth;  the level of demand for competitive local exchange services
in smaller  markets;  our ability to manage and monitor  billing;  and  possible
health effects of radio frequency transmission. 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

         Revenues

         Our revenues are generated from the following categories:

     o    wireless  communications,  including cellular,  paging, voice mail and
          wireless cable, which consists primarily of video services;

     o    wireline  communications,  including telephone  revenues,  fiber optic
          network usage, or carrier's  carrier  services,  Internet,  CLEC, long
          distance and cable television revenues; and

     o    other  communications  services revenues,  including revenues from our
          sale  and  lease  of  communications   equipment  and  security  alarm
          monitoring  and  installation  and rental of  property  and  equipment
          primarily to the Alliances.

         Operating Expenses

         Our  operating  expenses  are  generally  incurred  from the  following
categories:

     o    maintenance and support expenses,  including costs related to specific
          property and equipment,  as well as indirect costs such as engineering
          and general administration of property and equipment;

     o    depreciation and amortization, including amortization of goodwill from
          acquired  assets and  capital  outlays to support  continued  business
          expansion;

     o    asset impairment charges, if applicable;

     o    customer operations expenses, including marketing, product management,
          product  advertising,  sales,  publication  of  a  regional  telephone
          directory, customer services and directory services;

     o    corporate  operations  expenses,  including  taxes other than  income,
          executive,  accounting,  legal,  purchasing,  information  management,
          human resources and other general and administrative expenses; and

     o    cost of  goods  sold,  which  represents  our cost of  purchasing  PCS
          phones.  We sell  these to our  customers  at a price  below our cost.
          Previously, we have netted this discount against our revenues. We have
          reclassified  prior  periods  to  conform  them to our new  policy  of
          separately reporting cost of goods sold.

         Other Income (Expenses)
         Our other income  (expenses)  are  generated  (incurred)  from interest
income and expense,  dividend  income,  equity income or loss from RSA 5, equity
income or loss from the Virginia  Alliance and West Virginia  Alliance,  gain on
sale of investments and assets and loss on write-down of investments. Our income
statements refer to RSA 5 as the "other wireless investees" and to the Alliances
as the "PCS investees."

         Income Taxes
         Our income tax liability and effective tax rate  increases or decreases
based upon changes in a number of factors, including our pre-tax income or loss,
losses   sustained  by  the   Alliances,   net  operating   losses  and  related
carryforwards, alternative minimum tax credit carryforwards, gain or loss on the
sale  of  assets  and   investments,   write-down  of  assets  and  investments,
non-deductible   amortization,   tax  and  employment  credits,  and  charitable
contributions and other tax deductible amounts.

                                       14
<PAGE>
                           CFW COMMUNICATIONS COMPANY

Item 2.               Management's Discussion And Analysis
                Of Financial Conditions And Results Of Operations
                                    Continued


Results of Operations


Six Months Ended June 30, 2000 Compared to Six Months Ended June 30, 1999


     Overview


         Revenue  increased  $4.9  million,  or 29%, from $16.6 million to $21.5
million,  and $9.6 million,  or 30%, from $32.5 million to $42.1 million for the
respective  three and six month periods ended June 30, 2000 as compared to 1999.
EBITDA  decreased $.4 million,  or 5%, from $7.4 million to $7.0 million and $.4
million,  or 3%, from $14.4 million to $14.0 million,  for the respective  three
and six month periods ended June 30, 2000 over 1999.  Operating income decreased
$1.1 million,  or 24%, from $4.7 million to $3.6 million,  and $1.9 million,  or
21%,  from $9.2 million to $7.3 million for the  respective  three and six month
periods ended June 30, 2000 and 1999.

         These  results  reflect  customer  growth from our  wireless,  CLEC and
Internet  businesses,  with customers from these services totaling 101,900 as of
June 30, 2000, a 55,500,  or 120%,  customer  increase from June 30, 1999.  This
growth came from internal  growth and expansion  throughout  our markets in PCS,
Internet and CLEC and from Internet  acquisitions.  EBITDA decreased due to CLEC
start-up  losses,  which  were  significant  in our new West  Virginia  markets.
Operating income decreased from the prior year comparable  quarter and six month
period due to the noted  decrease in EBITDA  coupled  with the higher  levels of
depreciation and goodwill amortization  generated from Internet acquisitions and
from capital  investments in our growth  businesses  and  underlying  supporting
infrastructure.

         Net  income for the three and six  months  ended June 30,  2000 was $.3
million and $.4 million,  respectively.  This included a $3.0 million loss ($1.9
million loss  after-tax) and $6.7 million loss ($4.1 million loss after tax) for
the three and six month periods,  respectively,  relating to our equity share of
losses  from  our  investments  in the  Alliances,  which  provide  PCS  service
throughout our Virginia and West Virginia marketplace.

         Net income for the three and six  months  ended June 30,  1999 was $1.3
million and $2.6 million, respectively.  This included a $2.9 million loss ($1.8
million loss  after-tax) and $5.3 million loss ($3.3 million loss after tax) for
the three and six month periods,  respectively,  relating to our equity share of
losses  from  our  investments  in the  Alliances,  which  provide  PCS  service
throughout our Virginia and West Virginia marketplace.

         Operating Revenues

         Operating revenues  increased $4.9 million,  or 29%, from $16.6 million
for the three months  ended June 30, 1999 to $21.5  million for the three months
ended June 30, 2000.  Operating  revenues  increased $9.6 million,  or 30%, from
$32.5  million for the six months  ended June 30, 1999 to $42.1  million for the
six months ended June 30, 2000.

         Wireless  Communications  Revenues.  Wireless  communications  revenues
increased $.4 million, or 7%, and $1.2 million, or 12%, for the respective three
and six month periods ended June 30, 2000 as compared to June 30, 1999. Wireless
communications  revenues  were $5.8 million and $11.7  million for the three and
six months  ended June 30, 2000,  as compared to $5.4 million and $10.5  million
for the three and six months ended June 30, 1999.

     o    Digital and Analog Cellular,  Paging and Voicemail  Revenue.  Revenues
          for digital and analog cellular,  paging, and voicemail  increased $.5
          million, or 11%, from $4.7 million for the three months ended June 30,
          1999 to $5.2  million  for the three  months  ended June 30,  2000 and
          increased  $1.5 million,  or 16%, from $9.0 million for the six months
          ended June 30, 1999 to $10.5 million for the six months ended June 30,
          2000. The increase was primarily  attributable to customer growth. The
          Company  had  46,900  combined  digital,  analog  cellular  and paging
          customers as of June 30, 2000, which represented a 13% increase in the
          number of wireless customers from June 1999. Access,  airtime and toll
          revenues increased $.5 million,  or 87%, and $1.1 million, or 105% for
          the  respective  three and six month  periods ended June 30, 2000 over
          1999.  This was  partially  offset by both the related  direct cost of
          sales and a $.2 million  increase in handset  subsidies due to reduced
          prices for the six months ended June 30, 2000 over 1999.

     o    Wireless  Cable  Revenues.   Wireless  cable  revenues  decreased  $.1
          million,  or 16%, from $.7 million for the three months ended June 30,
          1999 to $.6  million  for the three  months  ended  June 30,  2000 and
          decreased  $.2 million,  or 14%,  from $1.4 million for the six months
          ended June 30, 1999 to $1.2  million for the six months ended June 30,
          2000.

                                       15
<PAGE>
                           CFW COMMUNICATIONS COMPANY

Item 2.               Management's Discussion And Analysis
                Of Financial Conditions And Results Of Operations
                                    Continued


         Wireline  Communications  Revenues.  Wireline  communications  revenues
increased $4.5 million,  or 44%, and $8.6 million, or 43%, for the three and six
month  periods  ended June 30, 2000 as compared to June 30, 1999,  respectively.
Wireline  communications  revenues  were $14.7 million and $28.6 million for the
three and six  months  ended  June 30,  2000 and were  $10.2  million  and $20.0
million for the three and six months ended June 30, 1999.

     o    Telephone Revenues.  Telephone revenues,  which include local service,
          access and toll services,  directory  advertising  and calling feature
          revenues,  increased  $.2  million,  or 3%, from $7.8  million for the
          three  months ended June 30, 1999 to $8.0 million for the three months
          ended June 30,  2000 and  increased  $.5  million,  or 3%,  from $15.5
          million for the six months  ended June 30,  1999 to $16.0  million for
          the six  months  ended  June  30,  2000.  The  increase  was due to an
          increase in access  minutes of 17%,  toll  minutes of 10%,  and access
          lines of 5%.

     o    Fiber Optic Network Usage and CLEC Revenues. Revenues from fiber optic
          network  usage for  carrier's  carrier  services  and CLEC  operations
          increased $1.1 million, or 92%, from $1.2 million for the three months
          ended June 30, 1999 to $2.3  million for the three  months  ended June
          30, 2000 and increased $2.0 million, or 81%, from $2.4 million for the
          six months  ended  June 30,  1999 to $4.4  million  for the six months
          ended June 30,  2000.  Approximately  $1.1 million and $2.0 million of
          these increases for the three and six month related periods was due to
          the growth in CLEC customers and revenues.  As of June 30, 2000,  CLEC
          customers  totaled 12,400,  an increase of 10,000  customers from June
          30, 1999.

     o    Internet  Revenues.  Revenues from Internet  services  increased  $3.2
          million  from $.8 million for the three  months ended June 30, 1999 to
          $4.0 million for the three  months  ended June 30, 2000 and  increased
          $6.1  million from $1.3 million for the six months ended June 30, 1999
          to $7.4 million for the six months  ended June 30, 2000.  This revenue
          growth was attributable to acquisitions,  internal customer growth and
          improved unit revenues. This growth in Internet services comprised the
          largest  single  component  of  wireline  revenue  growth in the three
          months ended June 30,  2000,  as Internet  and DSL  customers  grew to
          57,300 as of June 30, 2000, an increase of 40,600  customers from June
          30, 1999.  Internet  customer growth from  acquisitions  accounted for
          35,700 of this total, and 9,600 was from internal growth.

     o    Wireline Cable Revenues. Wireline cable revenues remained unchanged at
          $.4 million  and $.8  million for the three and six months  ended June
          30, 2000 and 1999,  respectively.  This revenue  stream is not growing
          due to a  decrease  in the  level of  marketing  and  sales  and other
          resources deployed to support the operation.

         Other Communications  Services Revenues.  Other communications services
revenues remained  unchanged at $1.0 million for the three months ended June 30,
1999 and 2000. Other communications services revenues decreased $.2 million from
$2.1  million for the six months ended June 30, 1999 to $1.9 million for the six
months  ended June 30,  2000.  Revenues  from phone  systems  sales and services
decreased  $.2 million due to a shift in marketing  and sales  efforts from this
business.  Our revenues from rentals,  primarily for company owned assets, which
are being used by the Alliances, remained unchanged.

         Operating Expenses

         Total  Operating  Expenses.  Total  operating  expenses  increased $6.0
million,  or 51%, from $11.9 million for the three months ended June 30, 1999 to
$17.9  million for the three  months  ended June 30,  2000.  Operating  expenses
increased  $11.5  million,  or 49%,  from $23.3 million for the six months ended
June 30. 1999 to $34.8  million  for the six months  ended June 30,  2000.  This
increase  was  primarily  attributable  to a $4.4  million  and an $8.4  million
increase in the operating  expenses of the wireline  businesses  for these three
and six month  periods,  respectively,  and a $1.0  million  and a $1.8  million
increase in the  operating  expenses  of our  wireless  business  for these same
periods,  respectively.  Within the  wireline  business,  Internet  and  network
comprised $2.5 million and $1.5 million,  respectively,  of the increase for the
three months ended June 30, 1999 as compared to June 30, 2000,  and $5.1 million
and  $2.7  million,   respectively,  for  the  six  month  periods  then  ended.
Approximately  $2.0 million of the three month  increase and $3.8 million of the
six month  increase came from  operations  acquired  after the second quarter of
1999. The remaining increase in Internet operating expenses is from acquisitions
which occurred during the first six months of 1999 and internal expansion within
existing markets and into new markets. The fiber optic network operating expense
increased as a result of the expenses  associated with increased fiber build-out
and  start-up  costs  associated  with  launching  or  preparing  to launch CLEC
operations in new Virginia and West Virginia markets.

                                       16
<PAGE>
                           CFW COMMUNICATIONS COMPANY

Item 2.               Management's Discussion And Analysis
                Of Financial Conditions And Results Of Operations
                                    Continued


         Cost of Goods Sold.  Cost of goods sold increased $.8 million,  or 43%,
from $1.7  million for the three  months ended June 30, 1999 to $2.5 million for
the three months ended June 30, 2000 and increased  $1.4  million,  or 39%, from
$3.5  million for the six months ended June 30, 1999 to $4.9 million for the six
months ended June 30,  2000.  Roaming and access  accounted  for $.6 million and
$1.1 million of the increase for the three and six month periods, respectively.

         Maintenance  and Support  Expenses.  Maintenance  and support  expenses
increased  $3.0  million,  or 96%,  from $3.2 million for the three months ended
June 30,  1999 to $6.2  million  for the three  months  ended June 30,  2000 and
increased $5.6 million,  or 90%, from $6.1 million for the six months ended June
30, 1999 to $11.7 million for the six months ended June 30, 2000.  This increase
was primarily attributable to a $1.7 million and a $3.2 million increase for the
three and six month  comparable  periods from  Internet  acquisitions  occurring
after June 30,  1999.  Additionally,  network and CLEC  maintenance  and support
expenses  increased  $.9  million  and $1.6  million for the three and six month
comparable  periods  resulting from CLEC rollout and  engineering and operations
support growth.  Wireless  maintenance and support is up $.3 million for the six
month period ended June 30, 2000 versus 1999 due to the rent of tower sites sold
in March  2000.  Other  increases  in  maintenance  and  support  expenses  were
consistent with customer and revenue growth.

         Depreciation and Amortization  Expenses.  Depreciation and amortization
expense  increased  $.7 million,  or 28%, from $2.7 million for the three months
ended June 30, 1999 to $3.4 million for the three months ended June 30, 2000 and
increased $1.6 million,  or 30%, from $5.2 million for the six months ended June
30, 1999 to $6.8 million for the six months ended June 30, 2000.  This  increase
was due to an increase in property and equipment of approximately 16%, from $162
million as of June 30, 1999 to $188  million as of June 30,  2000.  In addition,
goodwill increased $17.9 million from $13.1 million as of June 30, 1999 to $31.0
million  as of June  30,  2000 due to  Internet  acquisitions,  which  increased
goodwill  amortization  by $.9  million  over  these  same  six  month  periods.
Depreciation  and amortization as a percent of the related assets increased from
3.0% for the six  months  ended June 30,  1999 to 3.1% for the six months  ended
June 30, 2000.  This increase is due to a shift in the  composition of the asset
base to  network  plant  and  equipment  and a higher  amount of  goodwill  from
Internet acquisitions, both of which carry shorter lives.

         Customer Operations Expenses. Customer operations expense increased $.9
million,  or 32%,  from $2.9 million for the three months ended June 30, 1999 to
$3.8  million  for the three  months  ended  June 30,  2000 and  increased  $1.9
million,  or 36%,  from $5.5  million for the six months  ended June 30, 1999 to
$7.4  million  for  the six  months  ended  June  30,  2000.  Primary  areas  of
fluctuations  were in the  Internet  and network and CLEC  operations.  Internet
operations  increased  $.6 million and $1.2 million for the three and six months
ended June 30, 2000 over 1999,  primarily from acquisitions during 1999. Network
and CLEC operations  increased $.5 million and $.9 million for the three and six
months ended June 30, 2000 over 1999. The growth in this area relates  primarily
to marketing and sales  activities and customer care costs primarily  associated
with adding new customers.

         Corporate Operations  Expenses.  Corporate operations expense increased
$.6 million,  or 38%, from $1.5 million for the three months ended June 30, 1999
to $2.1  million for the three  months  ended June 30, 2000 and  increased  $1.1
million,  or 36%,  from $3.1  million for the six months  ended June 30, 1999 to
$4.2  million for the six months  ended June 30,  2000.  Of this  increase,  $.3
million and $.6  million  for the three and six months  ended June 30, 2000 over
1999,  respectively,  related to acquired Internet  operations and the remaining
increases represent growth in the corporate  infrastructure  associated with the
significant customer growth and the Company's geographic expansion.

         Other Income (Expenses)

         Total other income (expenses)  increased $.3 million,  or 9%, from $3.2
million for the three  months  ended June 30, 1999 to $3.5 million for the three
months ended June 30, 2000. Other income (expenses)  increased $1.9 million,  or
32%,  from $5.7  million for the six months  ended June 30, 1999 to $7.6 million
for the six months ended June 30, 2000.

         Other  expenses,  principally  interest,  increased $.3 million and $.5
million for the three and six months  ended June 30, 2000 versus the  comparable
prior year periods.  These increases were due to additional borrowings under our
lines of credit, with total debt increasing by $19.2 million, from $32.4 million
as of June 30,  1999 to $51.6  million as of June 30,  2000.  As a result of the
acquisition and related financing  transactions (Note 7), we expect our interest
expenses to significantly increase in the future.

         Our share of losses from the Virginia  Alliance  decreased $.2 million,
or 11%,  from $1.5  million  for the three  months  ended June 30,  1999 to $1.3
million for the three months ended June 30, 2000 and remained  unchanged at $2.8
million  for the six months  ended June 30,  1999 and 2000.  Our share of losses
from the West Virginia Alliance,  which commenced  operations in the latter part
of the third quarter of 1998 and expanded significantly in the second quarter of
1999,  increased  $.2  million,  or 15%,  from $1.5 million for the three months
ended June 30, 1999 to $1.7 million for the three months ended June 30, 2000 and
increased $1.4 million,  or 57%, from $2.4 million for the six months ended June
30, 1999 to $3.8 million for the six months ended June 30, 2000.

                                       17
<PAGE>
                           CFW COMMUNICATIONS COMPANY

Item 2.               Management's Discussion And Analysis
                Of Financial Conditions And Results Of Operations
                                    Continued


         Combined  customer  growth for the  Alliances  during the three and six
months ended June 30, 2000 totaled 8,300 and 19,200 customers,  respectively, as
total  customers  exceeded 62,500 as of June 30, 2000. This compares to combined
customer  growth in the three and six months  ended  June 30,  1999 of 5,100 and
11,300  customers,  respectively.  Net sales and gross profit increased 172% and
205%, respectively, for the six months ended June 30, 2000 (Note 4). During this
same  timeframe,  the Alliances  experienced  higher handset  trade-in  activity
associated with the introduction of next generation,  dual mode and data capable
handset models. This, coupled with the increase in new customers and the related
phone  sales  volume,  resulted in higher  phone  subsidies  of $4.5  million as
compared  to $1.6  million  for the six  months  ended  June 30,  2000 and 1999,
respectively.

         In July 2000, upon the Company's  exercise of an option to invest $11.4
million in exchange for additional common ownership  interest in the VA Alliance
and the Company's conversion of its series B preferred ownership interest in the
VA Alliance to common  interest,  the Company's  ownership  percentage of the VA
Alliance  increased  from 21% to 65%.  Based on this,  the VA  Alliance  will be
consolidated  into the Company's  financial  statements in future  periods.  The
Company's ownership interests in the VA and WV Alliance will increase to 91% and
79%, respectively, upon completion of the R&B merger (Note 9), which is expected
to be  completed  by the fourth  quarter  of 2000.  After  this  transaction  is
completed, both Alliances will be consolidated into our financial statements.

         Equity  income from RSA 5 was not material for the three and six months
ended June 30, 1999 and 2000. In July 2000,  the Company's 22% limited  interest
in RSA5 was sold to Verizon  (previously  PrimeCo) as part of consideration  for
the PrimeCo VA acquisition.

         Income Taxes

         Income taxes  decreased  $.3 million,  or 81%, from $.4 million for the
three  months ended June 30, 1999 to $.1 million for the three months ended June
30, 2000 and decreased $1.3 million,  from $1.2 million for the six months ended
June 30, 1999 to a tax benefit of $.1 million for the six months  ended June 30,
2000.  These  decreases  were due to the  change in the  pre-tax  income for the
comparable  periods.  Additionally,  the  effective  rate changed from a 37% tax
obligation  for the six months  ended June 30, 1999 to a 22% tax benefit for the
six months  ended June 30,  2000.  The  effective  tax rate change is due to the
continuing   operations   results   turning   from  a  profit  to  a  loss  with
non-deductible  goodwill from 1999 Internet acquisitions being added back to the
pretax  loss and  thus,  resulting  in a tax  benefit  significantly  below  the
statutory rate.

         Discontinued Operations

         In  May  2000,  the  Company  announced  that  it  had  entered  into a
definitive  agreement to sell its directory assistance  operations.  The Company
sold its directory assistance  operations in July 2000. All periods presented on
the income  statement  have been  restated  to reflect  the  accounting  for the
directory  assistance  segment  as  discontinued   operations.   Non-incremental
corporate  overhead of $.2 million  for the three month  periods  ended June 30,
2000 and 1999,  and $.4 million and $.3 million for the six month  periods ended
June 30, 2000 and 1999,  respectively,  which was  previously  allocated to this
business  segment,  have been recognized as charges to other operating  expenses
cash flows in the following segment presentation.

        Liquidity and Capital Resources

         The  company has funded its working  capital  requirements  and capital
expenditures  from net cash provided from  operating  activities  and borrowings
under credit facilities. After closing on the PrimeCo VA operations (Note 7) and
the  related  financing,  the  Company  had $175  million  in unused  borrowings
available under its senior credit facility.

         Operating Cash Flows

         In the six months ended June 30, 2000,  net cash  provided by operating
activities  was  $11.5  million.  Principal  changes  in  operating  assets  and
liabilities  were  as  follows:   accounts  receivable  increased  $1.6  million
resulting  from the timing of our  receipt  of  significant  customer  billings,
increased  billings and an overall  increase of our  receivables  aging;  income
taxes changed from a $2.0 million receivable  position at December 31, 1999 to a
$.1  million  payable  position at June 30,  2000  primarily  as a result of the
Company's  share of taxable income  associated  with the Alliances sale of tower
assets (Note 5); and accounts  payable  decreased  $.6 million from December 31,
1999 due to the timing of payments.

                                       18
<PAGE>
                           CFW COMMUNICATIONS COMPANY

Item 2.               Management's Discussion And Analysis
                Of Financial Conditions And Results Of Operations
                                    Continued


        The Company's cash flows used in investing activities for the six months
ended June 30, 2000 aggregated  $24.6 million and included $17.2 million for the
purchase of property and equipment, $9.5 million of which represents significant
telephone,   network  and  Internet  circuit  and  network  related   electronic
equipment,  $1.3 million relates to significant  building and landscape projects
and $1.6 million relates to billing software. The remainder is primarily network
equipment additions.  In connection with the Transactions,  the Company recorded
$11.6 million of debt financing fees and other  professional  service costs.  Of
this amount,  $11.2 million was accrued as of June 30, 2000, as noted above, and
will be recognized as a cash outlay for investment  and financing  activities in
the  consolidated  statement  of cash flows in the period such amounts are paid.
Also in  connection  with  the  Transactions,  the  Company  purchased  minority
ownership interest in RSA6 for $7.4 million,  bringing its ownership interest in
RSA6 to 95% and,  subsequent  to June 30,  2000 but  prior to the  Transactions,
purchased  the  remainder  of the  minority  interest in RSA6.  The Company also
invested an additional $3.9 million in the Alliances and received  repayment for
$2.1 million of advances.  Also, the Company received $3.2 million from the sale
of 10 towers  (Note 5).  Finally,  the Company  acquired  customers  and certain
assets of two Internet companies (Note 5) for $1.4 million.

         Net cash used for  financing  activities  for the six months ended June
30, 2000  aggregated  $13.2  million  which  represents  payment of dividends on
outstanding  capital stock of $1.5 million,  a redemption  payment on the senior
notes of $12.7 million (see Note 5 in the 1999 Annual  Report to  Shareholders),
additional  borrowing  under lines of credit totaling $26.6 million and proceeds
from the exercise of stock options totaling $.8 million.

         Under restrictions  related to the new debt financing (Note 7), we have
discontinued  payment of  dividends  to common  shareholders  effective  for the
quarter  ending  June 30,  2000.  This will allow the  Company to retain  future
earnings,  if any, to fund the  development  and growth of its businesses and to
service its debt obligations.

         After the completion of the  Transactions,  our liquidity needs will be
influenced by numerous factors including:

     o    significantly  reduced or  negative  EBITDA that we expect to continue
          until at least into 2001, as a result of acquiring  capital  intensive
          businesses in their early  stages,  entering new markets and disposing
          of businesses that generate positive EBITDA;
     o    increased  capital  expenditures to support planned PCS network growth
          and  expansion,  much of  which is  discretionary  in  nature,  and to
          support planned customer growth;
     o    our own continuing capital expenditures due to our ongoing strategy of
          offering  our  services  in  new  markets,  adding  new  products  and
          services, and enhancing organic growth;
     o    significant    capital    expenditures   to   become   an   integrated
          communications  provider in many of our existing,  newly  acquired and
          other  potential  markets by offering a broader  range of products and
          services;
     o    capital  expenditures  for the  Richmond  and  Hampton  Roads  markets
          (PrimeCo  VA  acquisition)   and  R&B   Communications;   o  continued
          investment   in  the   Alliances;   o  future   acquisitions;   and  o
          significantly increased interest expense.

     After the  completion  of the  Transactions,  our  liquidity  sources  will
include:

     o    cash flow from operations, if any;
     o    approximately  $69.1  million  held in the escrow  account to fund the
          first four interest payments on the senior notes;
     o    $175.0  million  available  under our new credit  facility  subject to
          certain conditions;
     o    public and private debt and equity markets;
     o    disposition  of additional  non-core  businesses  and assets,  such as
          additional cell towers received from Richmond-Norfolk PCS and wireline
          cable operations, and investments; and
     o    interest on the escrow account.

     We  expect  capital  expenditures  for the  last six  months  of 2000 to be
between  $50 and $70  million and for the year 2001 to be between $80 million to
$100 million. We expect these capital expenditures to be used to:

     o    support continued expansion of CLEC and Internet access services;
     o    add another building to support employee  additions  commensurate with
          the growth in digital PCS, Internet and CLEC customers; and
     o    support the expansion of Richmond-Norfolk PCS' and R&B Communications'
          core businesses.

                                       19
<PAGE>
                           CFW COMMUNICATIONS COMPANY

Item 2.               Management's Discussion And Analysis
                Of Financial Conditions And Results Of Operations
                                    Continued


     Richmond-Norfolk  PCS and the Alliances have substantially  satisfied their
FCC build-out requirements.  Consequently,  the expenditures above are generally
discretionary, permitting us to maintain significant flexibility in our business
plans  and  capital  expenditures.   Since  these  are  generally  discretionary
expenditures,  we cannot assure you when, if ever,  these  proposed uses will be
initiated or completed.

     Based on our  assumptions  about the future of our operating  results,  our
capital expenditure needs, many of which are discretionary, and the availability
of borrowings  under our new credit facility and our other sources of liquidity,
we  believe  that we will  have  sufficient  capital  resources  until  we begin
generating significant positive EBITDA. However, if any of our assumptions prove
incorrect  or if we make  additional  acquisitions,  we may not have  sufficient
capital  resources.  If so,  we  may  have  to  delay  or  abandon  some  of our
anticipated capital  expenditures and our ability to make interest and principal
payments on the notes will be significantly impaired.





                                       20
<PAGE>
                           CFW COMMUNICATIONS COMPANY

                           PART II. OTHER INFORMATION


Item 1.  Legal Proceedings

        For a description  of Legal  Proceeding,  see the Form 10-Q filed by the
        Company for the quarter ended March 31, 2000.

Item 2.  Changes In Securities

         Not applicable

Item 3.  Defaults Upon Senior Securities

         Not applicable

Item 4.  Submission Of Matters To A Vote Of Security Holders

         At the regular Annual Meeting of the Shareholders  held April 25, 2000,
         Class III Directors P.H. Arnold,  J.N. Neff, and W.W. Gibbs,  being the
         same as the nominees in the proxy solicitation, were elected.

         The following  votes were cast for each of the  following  nominees for
Director or were withheld with respect to such nominees:
<TABLE>
<CAPTION>
                                                                                            VOTES FOR VS. TOTAL SHARES
           NOMINEE                          FOR                        AGAINST                     OUTSTANDING
------------------------------- ---------------------------- ---------------------------- -------------------------------
<S>                                     <C>                               <C>                         <C>
P.H. Arnold                             10,481,705                        73,505                      99.3%
W.W. Gibbs                              10,509,396                        45,814                      99.6%
J.N. Neff                                9,635,583                       919,628                      91.3%
</TABLE>

        The following  continued in their capacity as directors:  C.W.  McNeely,
        C.A. Rosberg,  J.B.  Mitchell,  and J.S.  Quarforth.  C.P. Barger's term
        expired  April 27, 1999 and R.S.  Yeago term  expired on April 25, 2000,
        coincident with his planned retirement as a Director.

Item 5.  Other Information

         Not applicable

Item 6.  Exhibits and Reports on Form 8-K

         (A) Exhibits

             (27) Financial Data Schedule

         (B) Reports on Form 8-K - Form 8-K dated March 25, 2000,  pertaining to
             the letter agreement with R&B Communications,  Inc. for the planned
             merger,  the asset exchange  agreement with PrimeCo and the related
             financing plans.





                                       21
<PAGE>

                                   SIGNATURES


         Pursuant to the  requirements  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


August 14, 2000            /s/J. S. Quarforth
                           -----------------------------------
                           J. S. Quarforth, Chairman and Chief Executive Officer








August 14, 2000            /s/M. B. Moneymaker
                           -----------------------------------
                           M. B. Moneymaker, Senior Vice President and
                           Chief Financial Officer, Treasurer, and Secretary