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     September 30, 1999      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 11/15/99   13,053,079
         --------------------------                                 ----------


<PAGE>
                           CFW COMMUNICATIONS COMPANY


                                    I N D E X



                                                                          Page
                                                                         Number
                                                                         ------

PART I.  FINANCIAL INFORMATION

         Condensed Consolidated Balance Sheets, September
         30, 1999 and December 31, 1998                                   3-4


         Condensed Consolidated Statements of Income, Three
         and Nine Months Ended September 30, 1999 and 1998                 5


         Condensed Consolidated Statements of Cash Flows,
         Nine Months Ended September 30, 1999 and 1998                     6


         Condensed Consolidated Statements of Shareholders'
         Equity for each of the Calendar Quarters in the
         Nine Months Ended September 30, 1999 and the Year
         Ended December 31,1998                                            7


         Notes to Condensed Consolidated Financial Statements            8-10


         Management's  Discussion  and  Analysis of  Financial
         Condition and Results of Operations                             11-17


PART II. OTHER INFORMATION                                                18


SIGNATURES                                                               19-20



                                       2
<PAGE>
<TABLE>

                                   CFW COMMUNICATIONS COMPANY

                              Condensed Consolidated Balance Sheets
<CAPTION>



                                                                                 September 30, 1999
                                                                                    (Unaudited)              December 31, 1998
                                                                                ---------------------       --------------------
ASSETS
<S>                                                                             <C>                         <C>
Current Assets
     Cash and cash equivalents                                                  $         100,268           $          42,890
     Accounts receivable, net of allowance of $1.0 million ($0.6 million
       in 1998)                                                                        13,674,162                  12,120,985
     Receivable from affiliates                                                         1,138,459                   5,681,978
     Materials and supplies                                                             3,384,865                   2,176,895
     Prepaid expenses and other                                                         1,177,276                     448,775
     Income tax receivable                                                                      -                     691,221
                                                                                ---------------------       --------------------

                                                                                       19,475,030                  21,162,744
                                                                                ---------------------       --------------------

Securities and Investments                                                              7,359,205                  11,671,417
                                                                                ---------------------       --------------------

Property and Equipment
     Land                                                                               2,038,127                   1,957,874
     Buildings and improvements                                                        21,367,697                  19,007,349
     Network plant and equipment                                                      103,161,434                  93,247,587
     Furniture, fixtures and other equipment                                           26,075,825                  20,022,238
     Radio spectrum licenses                                                           15,477,121                  15,468,649
                                                                                ---------------------       --------------------
         Total in service                                                             168,120,204                 149,703,697
     Under construction                                                                 8,060,089                   3,916,819
                                                                                ---------------------       --------------------

                                                                                      176,180,293                 153,620,516
     Less accumulated depreciation                                                     58,765,827                  50,760,242
                                                                                ---------------------       --------------------

                                                                                      117,414,466                 102,860,274
                                                                                ---------------------       --------------------
Other Assets
     Cost in excess of net assets of business acquired, less accumulated
       amortization of $1.8 million ($1.4 million in 1998)                             19,325,939                  12,705,900
     Deferred charges                                                                     433,797                     533,540
     Radio spectrum licenses and license deposits                                       7,805,249                   6,090,791
                                                                                ---------------------       --------------------

                                                                                       27,564,985                  19,330,231
                                                                                ---------------------       --------------------


                                                                                $     171,813,686           $     155,024,666
                                                                                =====================       ====================
</TABLE>


See Notes to Condensed Consolidated Financial Statements.

                                                                3
<PAGE>
<TABLE>

                                   CFW COMMUNICATIONS COMPANY

                              Condensed Consolidated Balance Sheets

<CAPTION>

                                                                       September 30, 1999         December 31,
                                                                          (Unaudited)                 1998
                                                                       -------------------     --------------------
Liabilities and Shareholders' Equity
<S>                                                                    <C>                     <C>
Current Liabilities
     Accounts payable                                                  $       6,131,529       $        7,042,966
     Customers' deposits                                                         419,560                  400,655
     Advance billings                                                          2,558,143                2,303,696
     Accrued payroll                                                             744,811                1,283,083
     Accrued interest                                                            273,197                  623,412
     Income tax payable                                                          480,159                        -
     Other accrued liabilities                                                 3,498,400                2,490,386
     Deferred revenue                                                          1,709,071                1,221,849
                                                                       -------------------     --------------------

                                                                              15,814,870               15,366,047
                                                                       -------------------     --------------------

Long-Term Debt                                                                29,914,814               19,774,262
                                                                       -------------------     --------------------

Long-Term Liabilities
     Deferred income taxes                                                    16,528,842               14,243,872
     Retirement benefits other than pensions                                   9,880,509                9,317,424
     Other                                                                     1,507,210                1,440,157
                                                                       -------------------     --------------------

                                                                              27,916,561               25,001,453
                                                                       -------------------     --------------------

Minority Interests                                                             1,874,092                1,472,419
                                                                       -------------------     --------------------

Commitments

Shareholders' Equity
     Preferred stock, no par                                                           -                        -
     Common stock, no par                                                     43,890,270               43,527,636
     Retained earnings                                                        52,403,079               49,882,849
                                                                       -------------------     --------------------

                                                                              96,293,349               93,410,485
                                                                       -------------------     --------------------


                                                                       $     171,813,686       $      155,024,666
                                                                       ===================     ====================

</TABLE>


See Notes to Condensed Consolidated Financial Statements.

                                                                4
<PAGE>
<TABLE>
                                                    CFW COMMUNICATIONS COMPANY

                                            Condensed Consolidated Statements of Income
                                                            (Unaudited)
<CAPTION>
  --------------------------------------------------------------------------------------------------------------------------------
                                                                Three Months Ended                       Nine Months Ended
                                                          September 30,     September 30,         September 30,     September 30,
                                                               1999             1998                  1999              1998
  --------------------------------------------------------------------------------------------------------------------------------
<S>                                                     <C>              <C>                     <C>              <C>
  Operating Revenues
       Wireline communications                          $    11,378,606  $     9,526,529         $  31,380,122    $  27,989,022
       Wireless communications                                3,600,328        3,526,203            10,582,117       10,006,504
       Directory assistance                                   3,279,913        3,379,243             9,146,547        9,917,092
       Other communications services                          1,107,630          723,684             3,164,590        2,029,595
  --------------------------------------------------------------------------------------------------------------------------------

                                                             19,366,477       17,155,659            54,273,376       49,942,213
                                                     -----------------------------------------------------------------------------

  Operating Expenses
       Maintenance and support                                4,473,510        2,754,780            11,219,609        7,989,006
       Depreciation and amortization                          3,236,276        2,655,921             9,015,403        7,636,712
       Asset impairment charge                                2,713,221                -             2,713,221                -
       Customer operations                                    5,016,179        4,198,668            14,574,061       12,068,200
       Corporate operations                                   2,190,555        1,788,913             5,403,845        5,231,771
  --------------------------------------------------------------------------------------------------------------------------------

                                                             17,629,741       11,398,282            42,926,139       32,925,689
                                                     -----------------------------------------------------------------------------

  Operating Income                                            1,736,736        5,757,377            11,347,237       17,016,524

  Other Income (Expenses)
       Other expenses, principally interest                    (420,345)        (122,874)           (1,105,346)        (483,492)
       Interest and dividend income                              40,816           22,202               242,379           78,987
       Equity loss from PCS investees                        (2,701,184)      (1,547,594)           (7,970,465)      (3,789,224)
       Equity income from other
            wireless investees                                   45,665           59,236               133,431          101,244
       Gain on sale of tower asset and investment             8,366,378                -             8,366,378                -
       Loss on write-down of investment                               -         (353,028)                    -         (623,095)
  --------------------------------------------------------------------------------------------------------------------------------

                                                              7,068,066        3,815,319            11,013,614       12,300,944

  Income Taxes                                                2,568,055        1,462,437             3,660,211        4,728,539
  --------------------------------------------------------------------------------------------------------------------------------

                                                              4,500,011        2,352,882             7,353,403        7,572,405

  Minority Interests                                           (122,586)        (178,998)             (341,144)        (480,417)
  --------------------------------------------------------------------------------------------------------------------------------

  Net Income                                            $     4,377,425  $     2,173,884         $   7,012,259    $   7,091,988
  ================================================================================================================================


  Net income per common share - basic                   $          0.34  $          0.17         $        0.54    $        0.55
  Net income per common share - diluted                 $          0.33  $          0.17         $        0.54    $        0.54

  Average shares outstanding - basic                         13,050,090       13,013,848            13,037,438       13,005,791
  Average shares outstanding - diluted                       13,110,152       13,087,365            13,093,342       13,096,447
  --------------------------------------------------------------------------------------------------------------------------------

  Cash dividends per share                              $       0.11475  $       0.10875         $     0.34425    $     0.32625
  ================================================================================================================================
</TABLE>

See Notes to Condensed Consolidated Financial Statements.


                                                                5
<PAGE>
<TABLE>
                                                    CFW COMMUNICATIONS COMPANY

                                          Condensed Consolidated Statements of Cash Flows
                                                            (Unaudited)
                                                                                                  Nine Months Ended
                                                                                     --------------------------------------------
                                                                                        September 30,            September 30,
                                                                                            1999                      1998
                                                                                     --------------------      ------------------
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                                  <C>                       <C>
Net income                                                                           $       7,012,259         $      7,091,988
Adjustments to reconcile net income
     to net cash provided by operating activities:
     Depreciation                                                                            8,331,575                7,110,968
     Amortization                                                                              683,828                  525,744
     Gain on sale of tower asset and investment                                             (8,317,646)                       -
     Asset impairment charge                                                                 2,713,221                        -
     Deferred taxes                                                                          2,284,970                3,677,721
     Retirement benefits other than pensions                                                   563,085                  535,104
     Other                                                                                     235,132                 (108,488)
     Equity loss from wireless investees                                                     7,837,034                3,687,980
     Minority interests, net of distributions                                                   37,113                   56,237
     Distributions received from investments                                                   132,090                  148,855
     Loss on write-down of investment                                                                -                  623,095
Changes in assets and liabilities from operations:
     (Increase) decrease in accounts receivable                                             (1,158,261)               1,138,484
     (Increase) decrease in materials and supplies                                          (1,207,970)                 221,061
     Increase in other current assets                                                         (728,501)                (354,130)
     Increase (decrease) in income taxes payable                                             1,171,380                 (124,545)
     Decrease in accounts payable                                                           (1,482,928)                 (59,182)
     Increase (decrease) in other accrued liabilities                                          119,527                  (96,744)
     Increase in other current liabilities                                                     273,352                  143,120
                                                                                     --------------------      ------------------

Net cash provided by operating activities                                                   18,499,260               24,217,268
                                                                                     --------------------      ------------------

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment                                                        (24,835,308)              (9,820,763)
Purchase of radio spectrum licenses, net of minority interest                               (1,349,898)                (602,958)
Investments in PCS alliances                                                                (3,892,138)              (2,262,155)
Repayments from PCS alliances                                                                4,543,519                1,510,632
Acquisition of internet subscribers                                                         (1,497,652)                       -
Acquisition of internet company, net of cash acquired                                       (6,000,000)                       -
Investment in national directory assistance database provider                                        -               (1,000,000)
Proceeds from the sale of tower asset and investments                                        9,463,434                  934,146
Maturities and distributions from (contributions to) other investments                          (1,136)                 213,098
                                                                                     --------------------      ------------------

Net cash used in investing activities                                                      (23,569,179)             (11,028,000)
                                                                                     --------------------      ------------------

CASH FLOWS FROM FINANCING ACTIVITIES
Cash dividends                                                                              (4,492,029)              (4,244,700)
Payments on senior notes                                                                    (3,636,364)              (3,749,763)
Additional borrowing (payments) on lines of credit, net                                     12,893,056               (3,000,000)
Net proceeds from exercise of stock options                                                    362,634                   84,084
                                                                                     --------------------      ------------------

Net cash provided by (used in) financing activities                                          5,127,297              (10,910,379)
                                                                                     --------------------      ------------------

Net increase in cash and cash equivalents                                                       57,378                2,278,889

Cash and cash equivalents:
Beginning                                                                                       42,890                1,224,347
                                                                                     --------------------      ------------------

Ending                                                                               $         100,268         $      3,503,236
                                                                                     ====================      ==================
</TABLE>

See Notes to Condensed Consolidated Financial Statements.

                                                                6
<PAGE>
<TABLE>
                                                    CFW COMMUNICATIONS COMPANY

                                     Condensed Consolidated Statement of Shareholders' Equity
<CAPTION>

                                                                                                  Accumulated
                                                                                                     Other              Total
                                                   Common Stock                  Retained        Comprehensive      Shareholders'
                                              Shares          Amount             Earnings           Income             Equity
                                          -------------    ------------      -------------    ---------------    ----------------
<S>              <C>                         <C>           <C>               <C>              <C>                <C>
Balance, January 1, 1998                     12,986,654    $ 43,420,269      $ 47,035,233     $           -      $    90,455,502

Comprehensive income:
     Net Income                                                                 2,449,650
     Comprehensive income                                                                                              2,449,650
Cash dividends                                                                 (1,414,724)                            (1,414,724)
Stock options exercised, net                     22,280              29                                                       29
                                          -------------    ------------      -------------    ---------------    ----------------

Balance, March 31, 1998                      13,008,934      43,420,298        48,070,159                 -           91,490,457

Comprehensive income:
     Net Income                                                                 2,468,454
     Comprehensive income                                                                                              2,468,454
Cash dividends                                                                 (1,414,721)                            (1,414,721)
Stock options exercised, net                      4,914          84,055                                                   84,055
                                          -------------    ------------      -------------    ---------------    ----------------

Balance, June 30, 1998                       13,013,848      43,504,353        49,123,892                 -           92,628,245

Comprehensive income:
     Net Income                                                                 2,173,884
     Comprehensive income                                                                                              2,173,884
Cash dividends                                                                 (1,415,255)                            (1,415,255)
                                          -------------    ------------      -------------    ---------------    ----------------

Balance, September 30, 1998                  13,013,848      43,504,353        49,882,521                 -           93,386,874

Comprehensive income:
     Net Income                                                                 1,415,652
     Comprehensive income                                                                                              1,415,652
Cash dividends                                                                 (1,415,324)                            (1,415,324)
Stock options exercised, net                      3,140          23,283                                                   23,283
                                          -------------    ------------      -------------    ---------------    ----------------

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 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 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

Comprehensive income:
     Net Income                                                                 4,377,425
     Reversal of unrealized gain on
       securities sold, net of $2.6
       million deferred tax obligation                                                           (4,300,289)
     Comprehensive income                                                                                                 77,136
Cash dividends                                                                 (1,498,024)                            (1,498,024)
Stock options exercised, net                     11,000         210,875                                                  210,875
                                          -------------    ------------      -------------    ---------------    ----------------

Balance, September 30, 1999                  13,053,079    $ 43,890,270      $ 52,403,079     $           -      $    96,293,349
                                          =============    ============      =============    ===============    ================
</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,  1998,  contain  all
        adjustments  (consisting of only normal recurring accruals) necessary to
        present  fairly the  financial  position  as of  September  30, 1999 and
        December 31, 1998 and the results of  operations  for the three and nine
        months  ended  September  30,  1999 and 1998 and cash flows for the nine
        months ended  September 30, 1999 and 1998. The results of operations for
        the three and nine  months  ended  September  30,  1999 and 1998 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 1999.

(2)     The Company  has six  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  1998 Annual  Report.  Summarized  financial  information
        concerning the Company's  reportable  segments is shown in the following
        table.
<TABLE>
<CAPTION>
                         Telephone      Network &     Internet    Wireless    Directory      Cable        Other        Total
(in thousands)                             CLEC                               Assistance
---------------------------------------------------------------------------------------------------------------------------------
As of and for the nine months ended September 30, 1999
<S>                       <C>             <C>          <C>          <C>        <C>           <C>          <C>         <C>
Revenues                  $23,428         $3,928       $2,818       $8,489     $9,147        $2,094       $4,369      $54,273
EBITDA                     16,396            837         (872)       3,578      1,130           316        1,690       23,075
Depreciation &
   amortization             2,755            879          611          696        929         1,797        1,348        9,015
Asset impairment
   charge                       -              -            -            -          -         2,713            -        2,713
                                                                                                                    -------------
Operating Income                                                                                                       11,347
---------------------------------------------------------------------------------------------------------------------------------
Total segment
   assets                  42,305         21,532       11,427        8,616     15,500        20,785       12,935      133,100
Corporate assets                                                                                                       38,714
                                                                                                                    -------------
Total Assets                                                                                                         $171,814
---------------------------------------------------------------------------------------------------------------------------------
As of and for the nine months ended September 30, 1998
Revenues                  $22,835         $2,974         $974       $7,806     $9,917        $2,200       $3,236      $49,942
EBITDA                     16,286          1,534         (202)       3,831      2,309           186          710       24,654
Depreciation &
   amortization             2,476            701          186          425        771         2,027        1,051        7,637
                                                                                                                    -------------
Operating Income                                                                                                       17,017
---------------------------------------------------------------------------------------------------------------------------------
Total segment
   assets                  41,255         12,951        1,023        6,528     10,561        26,494       14,156      112,968
Corporate assets                                                                                                       37,796
                                                                                                                    -------------
Total Assets                                                                                                         $150,764
---------------------------------------------------------------------------------------------------------------------------------
For the three months ended September 30, 1999
Revenues                   $7,917         $1,508       $1,551       $2,949     $3,281          $652       $1,508      $19,366
EBITDA                      5,372            335         (264)       1,237        450            30          526        7,686
Depreciation &
   amortization               933            329          376          249        348           517          484        3,236
Asset impairment
   charge                       -              -            -            -          -         2,713            -        2,713
                                                                                                                    -------------
Operating Income                                                                                                        1,737
----------------------------------------------------------------------------------------------------------------------------------
For the three months ended September 30, 1998
Revenues                   $7,763           $986         $371       $2,827     $3,379          $699       $1,131      $17,156
EBITDA                      5,574            425          (40)       1,364        774            20          296        8,413
Depreciation &
   amortization               832            257           88          144        257           679          399        2,656
                                                                                                                    -------------
Operating Income                                                                                                        5,757
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(3)     In  September   1999  the  Company  sold  its   investment  in  American
        Telecasting, Inc. for $7.9 million in cash and recognized a gain of $7.6
        million  ($4.7  million  after  tax).  In 1998 and 1997 the  Company had
        recognized  losses from  write-down of this investment to reflect market
        values at that time.



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


(4)     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 60,062 and
        73,517  shares for the three months ended  September  30, 1999 and 1998,
        respectively,  and by 55,904 and 90,656 shares for the nine months ended
        September  30,  1999 and 1998,  respectively,  to  reflect  the  assumed
        conversion of dilutive stock options.  The Company currently has 543,386
        options  outstanding to acquire shares of common stock, of which 253,089
        are currently exercisable.

(5)     The  Company  has  a 21%  common  ownership  interest  in  Virginia  PCS
        Alliance,  L.C. ("VA Alliance"),  a provider of personal  communications
        services  (PCS)  serving a 1.6  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.

        The Company has a 45% common ownership interest in the West Virginia PCS
        Alliance, L.C. ("WV Alliance"),  a provider of PCS 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 third quarter of 1999.

        Combined  summarized  financial  information  for the VA Alliance and WV
        Alliance ("Alliances"), both of which are accounted for under the equity
        method, are as follows (dollar amounts in millions):

                                       September 30, 1999    December 31, 1998
                                       ------------------    -----------------
        Current assets                     $  17.1               $  4.1
        Noncurrent assets                    151.8                131.3
        Current liabilities                   18.0                 22.7
        Noncurrent liabilities               161.2                 98.4
        Redeemable preferred stock            12.9                 14.3
<TABLE>
<CAPTION>
                                                  For the Three Months Ended,                    For the Nine Months Ended,
                                                  ---------------------------                    --------------------------
                                           September 30, 1999     September 30, 1998     September 30, 1999     September 30, 1998
                                           ------------------     ------------------     ------------------     ------------------
        <S>                                     <C>                     <C>                   <C>                     <C>
        Net sales                               $  4.3                  $  0.9                $  10.4                 $  1.8
        Gross profit (loss)                        1.8                     0.2                    4.1                   (0.0)
        Net loss applicable to common
            owners                                (9.4)                   (6.7)                 (28.5)                 (17.2)
        Company's share of net loss               (2.7)                   (1.5)                  (8.0)                  (3.8)
</TABLE>
        The Company has 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. At September 30,
        1999,  the  Company  has  guaranteed  $59.4  million  of the  Alliances'
        obligations.

(6)      Acquisitions and investments

        In October 1999,  the Company  announced  that it acquired the assets of
        Cornerstone  Networks,  Inc.  (Cornerstone),  a leading Internet service
        provider serving central and southern Virginia,  for $4.5 million plus a
        contingent  payment  in 2001,  based on  Cornerstone  achieving  certain
        defined year 2000 revenue and earnings levels.  At closing,  Cornerstone
        had over 9,000 Internet subscribers.

        In July 1999, the Company  completed  it's purchase of common  ownership
        interest in NetAccess , Inc.  (NetAccess),  an internet service provider
        serving a 1.5 million  populated area in East Tennessee and Southwestern
        Virginia. The Company made an investment in NetAccess of $0.6 million in
        February  1999 and in July 1999,  exercised  its option to purchase  the
        remainder of the outstanding stock of NetAccess for $5.4 million, plus a
        contingent payment in 2001, based on NetAccess achieving certain defined
        year  2000  earnings  levels.  At  closing,  NetAccess  had over  13,500
        internet subscribers.

        In July 1999,  the Company  sold a tower  property  located in Richmond,
        Virginia  for $1.6 million in cash,  recognizing  a gain of $0.7 million
        ($0.4 million after tax).



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


        In May 1999,  the  Company  acquired  4,500  internet  subscribers  from
        Charleston, WV based NewWave Communications for $1.2 million. Similarly,
        in March 1999,  the Company  acquired 1,400  internet  subscribers  from
        Charleston, WV based WVInter.net for a purchase price of $0.3 million.

(7)     Asset impairment

        In September  1999, the Company  recognized an asset  impairment  charge
        relating to certain  wireless  analog  cable  equipment  of $2.7 million
        ($1.7 million after tax).  The Company  provides  wireless  analog cable
        services  over MMDS  spectrum.  Acquisitions  of MMDS spectrum by Sprint
        Corp. and MCI WorldCom is expected to accelerate  development of digital
        equipment for high speed digital data, and possibly voice, applications.
        As a result of these  actions,  an analysis of cash flows in each market
        and an assessment of the alternative uses for this spectrum, the Company
        determined  that the  carrying  value of certain  wireless  analog cable
        equipment was impaired and recognized the asset write-down. The wireless
        analog cable  equipment,  which was deemed to be impaired in value,  was
        written-down to estimated net realizable  value of $0.3 million based on
        the Company's assessment of fair value of similar used equipment.

(8)     Income taxes

        The Company  anticipates  an effective  tax rate for fiscal year 1999 of
        34%  versus  the  effective  rate  for 1998 of 40%.  Rehabilitation  tax
        credits and job  employment  credits  account for 4% of the 6% decrease.
        The  remaining  2% relates to  favorable  tax  treatment of a charitable
        contribution of an appreciated  asset.  Other reconciling items from the
        statutory rate of 38% are consistent with those of the prior year.

(9)     Subsequent events

        In October 1999,  Illuminet,  Inc.  completed an initial public offering
        and began  trading on NASDAQ  under the symbol ILUM.  The Company  holds
        approximated  0.7 million  shares of  Illuminet,  Inc. at a cost of $1.8
        million. The Company will classify this security as  available-for-sale.
        The closing price for  Illuminet,  Inc. on November 12, 1999 was $54.75.
        At this price,  the Company's  investment in  Illuminet,  Inc.  would be
        valued at $38 million.


                                       10
<PAGE>
                           CFW COMMUNICATIONS COMPANY

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


Three and Nine Months Ended September 30, 1999 and 1998


OVERVIEW

CFW   Communications   Company   ("CFW"  or  the  "Company")  is  a  diversified
communications  company  providing  a broad range of  products  and  services to
business and  residential  customers  primarily  in Virginia and West  Virginia.
These  communications  products  and  services  include  local  telephone,  long
distance, cellular, personal communications services (PCS), paging, wireless and
wireline cable  television,  directory  assistance,  competitive  access,  local
internet access, and alarm monitoring and installation.

The  Company's   strategy  is  to  be  a  regional   full-service   provider  of
communications  products and services to customers  within an expanding  service
area.  The  Company  has  implemented   this  strategy   through   acquisitions,
investments in spectrum licenses and internal growth through capital  investment
and geographic  expansion.  In addition,  the Company has leveraged its existing
switching  platform and fiber optic network by introducing  new services such as
long distance  directory  assistance,  long distance services to local telephone
customers and surrounding communities,  cable television, local internet access,
and various  enhanced  services such as Call Waiting and Caller  Identification.
These  activities  continue to contribute  to growth in the Company's  operating
revenues.  In addition to these activities,  the Company has commenced offering,
in selected markets within Virginia,  a competitive  local telephone service and
digital  subscriber line (DSL) internet  service.  Further,  the Company will be
expanding  its  operations  base and its service  offerings in Virginia and West
Virginia through the remainder of 1999 and into 2000.  Finally,  the Company has
expanded  into  new  national  directory  assistance  offerings  to  offset  the
significant call volume decline in the base directory assistance business.

As a  result  of the  Company's  increasing  focus  on and  growth  in  wireless
communications  and  other  competitive  communications  related  businesses,  a
significant portion of the Company's operating revenues and operating cash flows
(operating  cash flow is defined as operating  income  before  depreciation  and
amortization)  are being generated by businesses other than the mature telephone
operations. Throughout 1999, management expects continued growth in revenue from
its current consolidated operations.  However, the Company is experiencing lower
operating  margins due to start-up  costs of newer  businesses  associated  with
expansion into new markets and introduction of new service offerings  throughout
the region. This is expected to continue.

As mentioned above, the Company  references  operating cash flows as one measure
of  operating  performance.   Management  believes  operating  cash  flow  is  a
meaningful  indicator of the  Company's  performance.  Operating  cash flows are
commonly used in the wireless  communications industry and by financial analysts
and others who follow the industry to measure operating  performance.  Operating
cash flows should not be construed as an alternative to operating income or cash
flows from operating activities (both of which are determined in accordance with
generally accepted accounting principles) or as a measure of liquidity.

Through the Virginia PCS Alliance,  L.C. ("VA  Alliance")  and West Virginia PCS
Alliance,  L.C. ("WV Alliance"),  and other PCS joint ventures,  the Company has
acquired radio spectrum  licenses for personal  communications  services ("PCS")
for markets with an aggregate  population of five million people. These licenses
have enabled the Company,  as managing member of both  Alliances,  to deploy PCS
services in central and western  Virginia  and central  West  Virginia  and will
enable the Company to provide services in additional  markets in Virginia,  West
Virginia and parts of Maryland, Ohio, Pennsylvania,  Kentucky and Tennessee. The
VA  Alliance  completed  its  first  full year of  operation  in 1998 and the WV
Alliance  commenced  offering PCS services in the Charleston and Huntington,  WV
corridor in the fourth quarter of 1998. The WV Alliance  commenced  offering PCS
services  in the  Clarksburg,  Fairmont  and  Morgantown  corridor in the second
quarter of 1999.  Due to start-up costs  resulting  from the  Alliances'  market
expansion and subsidies  taken on the sale of the Alliances'  digital  products,
the  Alliances  are  generating  significant  operating  losses.  The  Company's
recognition of its share of these losses  associated with its investments in the
Alliances is expected to be significant in 1999 as the Company recognizes a full
year of operating  losses from both the Virginia  and West  Virginia  Alliances.
These losses from equity  investments  are expected to exceed net income  growth
from  consolidated  operations and will likely result in consolidated net income
levels  below  amounts  reported  in recent  years.  These  losses  from  equity
investments  are also expected to continue into future years until  build-out is
completed and a sufficient customer base is established.

The Company wishes to caution readers that these forward-looking  statements and
any other  forward-looking  statements made by the Company are based on a number
of  assumptions,  estimates  and  projections  including  but  not  limited  to,
continuation   of  economic   growth  and  demand  for   wireless  and  wireline
communications  services;  continuation of current level of services for certain
material  customers;  reform  initiatives  being  considered  by the  FCC  being
relatively revenue neutral;  significant  competition in the Company's telephone
service  area not  emerging  in 1999;  the  impact on capital  requirements  and
earnings  from new  business  opportunities,  expansions  into new  markets  and
anticipated  competitive  activity not being greater than  anticipated;  and the
achievement of build-out,  operational,  capital,  financing and marketing plans


                                       11
<PAGE>
                           CFW COMMUNICATIONS COMPANY

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


relating to deployment of PCS  services.  Investors are cautioned  that any such
forward-looking  statements are not guarantees of future performance and involve
risks  and  uncertainties,  and  that  any  significant  deviations  from  these
assumptions  could cause actual results to differ  materially  from those in the
above and other forward-looking statements.  Forward-looking statements included
herein are as of the date hereof and the Company  undertakes  no  obligation  to
revise or update such  statements to reflect events or  circumstances  after the
date hereof or to reflect the occurrence of unanticipated events.


RESULTS OF OPERATIONS

The Company had net income of $4.4  million,  or $0.33 per share,  for the third
quarter 1999, an increase of 101% from net income of $2.2 million,  or $0.17 per
share for the third quarter 1998. Net income for the nine months ended September
30, 1999 and 1998 was $7.0 and $7.1  million,  respectively.  Net income for the
third  quarter  of  1999  included  a  $2.7  million  loss  ($1.7  million  loss
after-tax),  up from $1.5 million  ($0.9  million loss  after-tax)  in the third
quarter  of  1998,  relating  to the  Company's  share  of  losses  from our PCS
investments which provides Personal Communications Services (PCS) throughout the
Company's Virginia and West Virginia marketplace.  The company's share of losses
from our PCS investment  for the nine months ending  September 30, 1999 and 1998
were $8.0 million  ($5.0 million after tax) and $3.8 million ($2.3 million after
tax), respectively.  For the quarter ending September 30, 1999, the Company also
recorded  $7.6 million  ($4.7  million after tax) and $0.7 million ($0.4 million
after tax) in gains on the sale of an investment and the sale of tower property,
respectively (Note 6), and recognized an asset impairment charge of $2.7 million
($1.7 million after tax) to write-down  certain  wireless analog cable equipment
(Note 7). In the prior year, the Company recorded a permanent  write-down of its
ATEL  investment of $0.4 million ($0.2 million after tax) and $0.6 million ($0.4
million  after tax) for the three and nine months  ending  September  30,  1998,
respectively  (Note 6).  Excluding the gains and losses noted above,  net income
for the three and nine months  ending  September  30, 1999 was $2.6  million and
$8.5 million,  respectively,  versus $3.3 million and $9.8 million for the prior
year comparable periods.

Operating  revenues were $19.4 million for the three months ended  September 30,
1999 which is a $2.2 million or 13% increase  over  operating  revenues of $17.2
million for the three  months ended  September  30, 1998 and a $1.5 million (8%)
increase over the second  quarter 1999.  Operating  revenues for the nine months
ended  September  30,  1999 and 1998  were  $54.3  million  and  $49.9  million,
respectively. Operating cash flows for the three and nine months ended September
30, 1999 were $7.7 million (a 9% decrease over third quarter 1998 operating cash
flows of $8.4  million)  and $23.1  million (a 6% decrease  over the nine months
ended  1998 of $24.7  million),  respectively.  Operating  income  for the three
months  ended  September  30, 1999 was $1.7  million,  which  included the asset
impairment  charge of $2.7 million,  versus  operating income for the prior year
comparable  period  of $5.8  million.  Excluding  the asset  impairment  charge,
operating  income was down $1.3  million or 23% for these  three  month  current
versus  prior  year  periods.  Similarly,  operating  income  for the nine month
periods ending  September 30, 1999 and 1998 was $11.3 million and $17.0 million,
respectively.  Exclusive of the asset impairment charge,  this is a $3.0 million
or 18% year over year decrease.

These results reflect customer growth with our wireless  products of 20%, as the
combined  wireless  subscribers  exceeded 43,000,  internet customer growth from
6,500 as of  September  30,  1998 to 31,500 as of  September  30,  1999  through
acquisitions and internal growth in existing and new geographic markets, and the
addition of 4,000 new CLEC customers.  Operating cash flows and operating income
were significantly  impacted by a decline in year over year directory assistance
call volume,  by the start-up costs  associated with new products and new market
introductions,  and by  increased  phone  subsidies  due to an  increase  in the
wireless customer growth rate.

OPERATING REVENUES

Total operating  revenue  increased $2.2 million (13%) and $4.3 million (9%) for
the three and nine months ended  September  30, 1999 versus 1998,  respectively.
This was driven  primarily  by an increase in the network  (primarily  CLEC) and
internet customer growth noted above, wireless customer growth and revenues from
other  communication  services  for asset and  service  fees  charged to related
parties. The network growth was primarily due to a $0.8 million increase in CLEC
revenue and a $1.8  million  increase  in  internet  revenue for the nine months
ended September 30, 1999 versus 1998.  Wireless's total subscriber revenues grew
$1.7 million for the nine months ended  September 30, 1999 versus the comparable
prior year period primarily from access and airtime.  This was offset to a large
extent by the related  phone  subsidy  increases  of $1.2  million over the same
periods.  In relation  to gross  sales,  phone  subsidies  in the  current  year
exceeded  those of the prior year due to a higher  percentage of wireless  sales
coming from the higher  subsidies on digital PCS phones versus  analog  cellular
phones.  Through the third quarter 1999, directory assistance operating revenues
declined  $0.8 million or 8% due to an 18%  reduction  in call volume  partially
offset by higher prices associated with the national directory service product.



                                       12
<PAGE>
                           CFW COMMUNICATIONS COMPANY

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


WIRELINE COMMUNICATIONS

Revenues  from  the  Company's  wireline  operations,  which  include  telephone
revenues, CLEC long distance and Internet service revenues,  fiber optic network
usage and wireline cable  revenues,  increased $1.9 million or 19% for the three
months  ended  September  30,  1999 versus the  comparable  1998 period and $3.4
million or 12% for the nine months  ended  September  30, 1999 versus  1998.  As
mentioned above,  network revenues  hereinafter  referred to as  "network/CLEC",
which include  revenues from carrier access,  CLEC and long distance,  increased
$0.5  million for the third  quarter  1999 versus 1998 and $1.0  million for the
nine  months  ended  September  30,  1999  versus  1998.  Again,  this is due to
significant  additions of CLEC business lines in the Company's four markets that
were in service  throughout  1999.  CLEC  revenues  are  expected to increase in
future  periods  due  to   commencement  of  CLEC  offerings  in  Lynchburg  and
Winchester,  VA at the end of the  third  quarter  of 1999  and  Charleston  and
Huntington, West Virginia in the fourth quarter of 1999. Internet increased $1.2
million for the third  quarter  1999  versus 1998 and $1.8  million for the nine
months  ending  September 30, 1999 versus 1998 due to internet  customer  growth
from 6,500 at the prior year comparable period end to 31,500 as of September 30,
1999. This is due to internal growth (6,000 customers) and acquisitions  (19,000
customers)(Note  6). The Company now provides Internet access services through a
local presence in 48 markets.  Telephone revenues,  which include local service,
access and toll services,  directory  advertising and calling  feature  revenues
were up $0.2 million or 2% for the third quarter 1999 over 1998 and $0.6 million
or 3% for the nine month  periods  ended  September  30, 1999 versus 1998 due to
growth in telephone access minutes and lines of 7% and 2%, respectively.

WIRELESS COMMUNICATIONS

Wireless  communications  is  comprised of cellular,  digital PCS,  paging,  and
voicemail  (collectively  referred to as wireless herein),  other  miscellaneous
wireless revenues and wireless cable.  Revenues from these operations  increased
$0.1 million or 2% for the three months ended September 30, 1999 versus 1998 and
$0.6  million or 6% for the nine  months  ended  September  30,  1999 versus the
comparable 1998 period.  Excluding the effect of additional phone subsidies from
a higher  customer  growth  rate and the  change in the  product  sales mix to a
higher percentage of digital PCS phones, this revenue stream was up $0.4 million
and $1.4  million  for the three  and nine  months  ended  September  30,  1999,
respectively, versus the prior year comparable periods.

DIRECTORY ASSISTANCE

Directory  assistance  revenue  declined $0.1 million (3%) and $0.8 million (8%)
for the three and nine months ended September 30, 1999, respectively,  over that
of the prior year. Over the three and nine months ended September 30, 1999, call
volume declined 17% and 18%,  respectively.  This was attributable to the impact
of call around plans  versus  traditional  directory  assistance  traffic  being
handled at our two call centers  without  sufficient  new business to offset the
continued  base  business  decline.  The year over year  volume  decline  of 17%
experienced in the third quarter is an improvement  over the second quarter year
over year volume decline of 22%.  Additionally,  while the volume  declined 17%,
operating  revenues  declined  only 3%. The new  national  directory  assistance
offerings are closing the rate of call volume decline from the original contract
business  and are more  rapidly  closing  the rate of  revenue  decline as these
products involve a higher level of service and price.

OTHER COMMUNICATIONS SERVICES

Other  communications  services revenues are derived from building and equipment
rentals  charged to affiliates,  sales,  installation  and  maintenance of phone
systems, and sales,  installation and service of alarm monitoring systems.  This
revenue  stream  increased  $0.4  million for the third  quarter 1999 versus the
third quarter of 1998 and $1.1 million for the comparable  nine month periods in
1999 and 1998. The Company receives  rentals  primarily for company owned assets
which are being used by the PCS Alliances. These revenues increased $1.0 million
in the nine months ended  September  30, 1999 versus 1998,  primarily due to CFW
owned retail store additions and the addition of the WV headquarters facility.





                                       13
<PAGE>
                           CFW COMMUNICATIONS COMPANY

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


OPERATING EXPENSES

Excluding  the asset  impairment  charge of $2.7  million  (Note 7) in the third
quarter of 1999,  operating expenses increased $3.5 million or 31% for the three
month period ended September 30, 1999 as compared to the same period in 1998 and
increased  $7.3  million or 22% for the nine  months  ended  September  30, 1999
versus  the 1998  comparable  period.  Of  these  increases,  approximately  42%
represent  a period  to  period  increase  in the  operating  expenses  from the
internet  business,  almost half of which  relate to the  operating  expenses of
NetAccess  that  was  acquired  in  August  1999  (Note  6).  Other  significant
contributors to the increase in internet  operating  expenses include  operating
expenses  related to customer  acquisitions,  access  expense and other start-up
related costs of bringing on new internet  customers and entering new geographic
markets.  Another  significant  contributor to the Company's cost escalations in
excess of revenue growth is in the network/CLEC  business segment.  The costs in
this business  segment rose 114% for the nine months  ending  September 30, 1999
versus the same prior year period while the related  revenues  grew 32% over the
same period. This is due to start-up costs associated with rapid customer growth
and market  expansion noted above.  To the extent that the networking  functions
related to both  network/CLEC and the internet business segments can be migrated
onto  Company  owned  facilities,  these costs are being  reduced,  with further
reductions  expected in the fourth quarter of 1999 and continuing  into 2000. In
addition to the network/CLEC and internet  operating expense increase,  wireless
operating  expenses  increased  $0.2  million and $0.9 million for the three and
nine  months  ended  September  30,  1999,  respectively,   which  accounts  for
approximately 16% of the total operating  expense  increase.  This represents an
increase in wireless  operating  expenses as a percent of sales from 51% to 58%.
More  than 75% of these  increases  are  customer  operations  related  expenses
incurred  to  support  the  significant  customer  growth.  Finally,   directory
assistance  operating expenses increased $0.4 million for the nine months ending
September 30, 1999 versus 1998, despite lower call volumes,  due to training and
development  costs  incurred  in  taking  on new  national  database  contracts,
start-up costs  associated with the new call center opened in Winchester,  VA in
the  second  quarter  of 1999 and the  commencement  of new  national  directory
contracts.  Finally,  depreciation  expense  accounted  for  19%  of  the  total
operating expense increase.

MAINTENANCE AND SUPPORT EXPENSE

Maintenance  and  support  expense,   which  includes   property  and  equipment
maintenance, general engineering and general administration of plant operations,
increased  $1.7  million  or 62% and $3.2  million or 40% for the three and nine
months ended September 30, 1999 versus comparable  periods in the prior year. Of
the total increase, approximately 90% is the result of network/CLEC and internet
maintenance  and support expense  increases.  This is due primarily to increased
access  and other  related  costs in  support of  revenue  growth  coupled  with
start-up costs incurred  relative to launching CLEC and internet services in new
geographic markets and expanding our internet service offerings.


DEPRECIATION AND AMORTIZATION EXPENSE

Depreciation  and  amortization  expense  increased $0.6 million or 22% and $1.4
million or 18% for the three and nine months ended September 30, 1999 versus the
comparable  period in 1998.  This is due to a period to period  increase  in the
property and equipment asset base of approximately  20%, from $147 million as of
September 30, 1998 to $176 million as of September 30, 1999.  Depreciation  as a
percent of the related  assets  decreased  nominally,  from 5.2% to 5.1% for the
respective  periods.  The property and  equipment  increase was primarily due to
digital  switching  hardware and other network  infrastructure  assets and, to a
lesser extent, additions supporting back office functions.

In  addition  to normal  depreciation  and  amortization  expenses,  the Company
recognized a $2.7 million asset  impairment  charge in the third quarter of 1999
(Note 7).


CUSTOMER OPERATIONS EXPENSE

Customer  operations  expense,  which includes  marketing,  product  management,
product  advertising,  sales,  publication  of a regional  telephone  directory,
customer services,  and directory  assistance services increased $0.8 million or
19% and $2.5 million or 21% for the three and nine month periods ended September
30, 1999 versus the same periods of the prior year.  Cellular  and  network/CLEC
accounted for $1.9 million of the nine month  increase and directory  assistance
accounted for another $0.6 million. These increases are due largely to growth of
support  functions,  primarily  customer  care,  needed to support  customer and
revenue growth. As mentioned above, directory assistance incurred start-up costs
associated with the new national  database  services and the new Winchester call
center.




                                       14
<PAGE>
                           CFW COMMUNICATIONS COMPANY

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


CORPORATE OPERATIONS EXPENSE

Corporate operations expense, which includes taxes other than income, executive,
planning,  accounting,   external  relations,  legal,  purchasing,   information
management,  human  resources  and other  general  and  administrative  expenses
increased $0.2 million for the nine month period ended September 30, 1999 versus
the nine month  period ended  September  30, 1998.  This  increase  represents a
decrease  in such  costs as a  percentage  of  revenue.  This is  reflective  of
favorable  claims  experience  with  respect  to medical  insurance  costs and a
reduction in earnings performance based incentive compensation.

EQUITY LOSS FROM PCS INVESTEES

The Company's  share of losses from the VA and WV PCS Alliances was $2.7 million
and $8.0  million  for the three  and nine  months  ended  September  30,  1999,
respectively,  versus 1998 losses for the comparable periods of $1.5 million and
$3.8 million, respectively.

The  Company  has a 21%  common  ownership  interest  in  the VA  Alliance.  The
Company's share of losses from the VA Alliance was $1.3 million and $4.1 million
for the three and nine months  ended  September  30,  1999,  respectively.  This
compares to losses of $1.2  million and $3.4 million for  comparable  periods in
the prior year. The Company expects the VA Alliance  losses to begin  decreasing
in 2000 as it reaches  critical  mass in  customers  and  revenues  necessary to
support the capital and operational investments. The VA Alliance ended the third
quarter of 1999 with 24,800 customers,  an increase of 17,800 customers over the
prior year third quarter.

The  Company  has a 45%  common  ownership  interest  in the WV  Alliance  which
commenced  operations  in the  latter  part of the third  quarter  of 1998.  The
Company  experienced  losses  from the WV  Alliance in the three and nine months
ended  September 30, 1999 of $1.4 million and $3.8 million,  respectively.  This
compares to losses of $0.3 million and $0.4 million for the  comparable  periods
of the prior year.  Losses from the WV Alliance  are  expected to increase as it
builds the customer base,  recognizes start-up related losses from the operation
of the northern corridor of West Virginia which commenced  providing services in
the second quarter of 1999, and continues its network  build-out  throughout its
license  area.  The WV  Alliance  ended the  third  quarter  of 1999 with  5,700
customers, all of which were added in the last 12 months.

OTHER EXPENSES, PRINCIPALLY INTEREST

Other expenses, principally interest increased $0.3 million and $0.6 million for
the three and nine month periods ending September 30, 1999, respectively, versus
comparable periods in the prior year. This is primarily due to a net increase in
borrowings of $10.1 million to support the Company's cash  requirements  for its
investing  activities  during the nine months ended  September  30, 1999,  which
totaled  $23.6  million  (versus $11.0 million for the same period in the period
year). During this same period, cash provided by operating  activities decreased
$5.7 million.

INCOME TAXES

Income taxes increased $1.1 million and decreased $1.1 million for the three and
nine months ended September 30, 1999 versus 1998, respectively.  The increase in
the  current  quarter  versus  the prior year  comparable  quarter is due to the
non-operating  gains  totaling  $8.3 (Note 6) for the third  quarter of 1999 but
partially  offset by the $2.7  million  asset  impairment  charge  (Note 7). The
decrease over the comparable nine month period is due primarily to lower pre-tax
income  for  the  first  nine   months  of  1999  versus   1998.   Additionally,
rehabilitation  tax credits and job employment credits totaling $0.5 million and
a favorable  tax  treatment  of a $0.3  million  charitable  contribution  of an
appreciated  asset  reduced the total 1999 tax expense and  effective  tax rate.
These  factors were  partially  offset by the  non-recurring  third quarter 1999
activity  mentioned  above.  The effective tax rate for the first nine months of
1999 excluding the tax credits would approximate the tax rate for 1998.

LIQUIDITY AND CAPITAL RESOURCES

In the nine months  ended  September  30, 1999,  net cash  provided by operating
activities  was  $18.5  million.  Principal  changes  in  operating  assets  and
liabilities were as follows:  Accounts receivable  increased $1.2 million due to
the timing of receipts from a significant customer and the overall sales growth.
Materials and supplies  increased $1.2 million which relates to the increases in
digital handset inventories  necessary to support the sales growth. Income taxes
increased $1.2 million,  as the Company went from a taxes receivable position of
$0.7  million to a  payables  position  of $0.5  million,  primarily  due to the
non-recurring net gain activity discussed in the income taxes section above.



                                       15
<PAGE>
                           CFW COMMUNICATIONS COMPANY

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


The Company's investing  activities for the nine months ended September 30, 1999
included $24.8 million for the purchase of property and equipment, $10.5 million
of which is for network  plant and  equipment  additions  relating  primarily to
network/CLEC,  internet, switching equipment, network fiber builds and directory
assistance  digital  equipment,  $4.9 million which  represents  the  Winchester
directory  assistance center building and related assets,  and $6.8 for computer
hardware and software.  These  investments were necessary for service  expansion
and  enhancements.  The Company also invested an additional  $3.9 million in the
Alliances and received  repayments from the Alliances against affiliate advances
totaling  $4.5  million.   Additionally,  the  Company  acquired  NetAccess  and
purchased Internet  subscribers for an aggregate price of $7.5 million (Note 6),
acquired PCS radio spectrum  licenses for $1.3 million,  received  proceeds from
the sale of an investment  and a tower property of $7.9 million and $1.6 million
(Note 6), respectively.

Net cash provided by financing  activities  for the nine months ended  September
30, 1999 aggregated $5.1 million which primarily represents payment of dividends
on  outstanding  capital stock of $4.5 million,  payment on senior notes of $3.6
million and the additional borrowing under lines of credit of $12.9 million.

Funds required for dividends, capital expenditures,  interest and debt principal
payments,  and  partnership  contributions  are  expected  to be  provided  from
internal sources and borrowings drawn against available credit  facilities.  The
Company has entered into certain guarantee agreements relating to its investment
in the  Alliances  (Note 5).  Management  anticipates  that funds  required  for
additional  capital  contributions  to  the  Alliances  will  be  provided  from
increased  cash flow  resulting  from lower  estimated tax payments  (income tax
payments were $0.3 million for the first nine months of 1999) due to the Company
recognizing  its  proportionate  share  of  the  tax  losses  generated  by  the
Alliances,  both limited  liability  companies,  cash flows from  operations and
borrowings  under existing lines of credit.  The Company has committed  lines of
credit  facilities of $45.0  million in the  aggregate  and  borrowings of $15.7
million under such lines of credit at September 30, 1999.

IMPACT OF YEAR 2000

The year 2000 issue is the result of computer  programs  being written using two
digits  rather than four to define the  applicable  year.  Any of the  Company's
computer programs that have  time-sensitive  software may recognize a date using
"00" as the year 1900 rather than the year 2000.  This could  result in a system
failure or miscalculations  causing disruptions of operations  including,  among
other things, a temporary inability to process  transactions,  send invoices, or
engage in similar normal business activities.

The  Company  has  addressed  this issue with a plan  which is  centered  around
several key components: (1) system inventory, (2) third party confirmation,  (3)
internal  systems  review,  (4) compliance  implementation,  (5) testing and (6)
contingency  planning.  Regarding the first component,  the Company  completed a
comprehensive inventory of all its systems (hardware and software) in July 1998.
At the same time,  formal  communication,  through a confirmation  process,  was
initiated with all of the Company's significant suppliers and large customers to
determine the extent to which the Company's  interface systems are vulnerable to
those third parties  failure to resolve their own year 2000 issues.  The Company
has received  responses from  approximately  96% of the  confirmations  sent and
continues to follow-up on  non-responses  and instances where  potential  issues
were  noted.  Regarding  the  third  component,  the  Company  has  completed  a
comprehensive  review of its computer  systems to identify the internal  systems
that could be  impacted  by the year 2000  issue.  Based on  findings  from this
review,  the Company has developed an  implementation  plan to resolve potential
issues and is in the late stage of implementing such a plan. Both the second and
third  components  were  further  broken  down by  category  of system  (network
systems,   information   technology  systems  and  other  supporting   systems).
Significant  focal areas are the Company's  network/switching  related equipment
and the corporate billing,  customer  provisioning and accounting  systems.  The
final components are testing and contingency planning.  Testing, where feasible,
will span both the internal  systems and systems  interface  with third parties.
Contingency planning is necessary in the event that conversion efforts, customer
compliance  or  any  other   conditions  arise  that  prevent  planned  critical
application  upgrades.  The  Company's  year 2000  project  is  complete  in all
material respects.  There are a few areas where testing is not 100% complete and
a few areas where the Company is working through post conversion  issues.  While
the Company does not anticipate any significant  problems in these areas, should
the Company  encounter  problems,  implementation  of any contingency plan could
cause the project's cost to be effected.

Based on its findings and assessment to date, the Company has performed  certain
planned telephone  switching  software upgrades and computer software and system
upgrades,  which were performed primarily to better meet the business and growth
needs of the Company.  The total year 2000 project  costs have not been material
to the Company's business  operations or financial  condition.  The Company will
review and update this  estimate  through  resolution  of the  remaining  issues
mentioned above.



                                       16
<PAGE>
                           CFW COMMUNICATIONS COMPANY

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


As noted previously,  the Company's year 2000 project is substantially complete.
It should be noted that the  Company  has  devoted  all  resources  required  to
resolve  significant  year 2000  issues  and we believe  the items  that  remain
outstanding  are not material.  However,  if the final testing and completion of
system  conversion  issues results in problems not  anticipated  and contingency
plans were to falter,  the year 2000 issue  could have a material  impact on the
operations of the Company.  Also,  there can be no assurance that the systems of
other companies on which the Company's  systems rely will be timely converted or
that any such  failure to convert by another  company  would not have an adverse
effect on the Company's systems or costs of upgrades. The material impact on the
operations of the Company could include,  but not be limited to, interruption of
telecommunications  services,  interruption,  error or failure of the  Company's
customer  care  services,  including  customer  billing,  and  failures  of  the
Company's other information  systems and other  date-sensitive  equipment.  Such
failures could result in substantial customer claims as well as lost revenue due
to service interruption, significant delays in the billing process and increased
expense associated with stabilizing operations following such failures.

The costs of the program have been based on management's  best estimates,  which
were derived  utilizing  numerous  assumptions of future  events,  including the
continued  availability of certain resources and other factors.  However,  there
can be no guarantee  that these  estimates  will be achieved and actual  results
could differ  materially  from those  anticipated.  Specific  factors that might
cause  such  material   differences   include,  but  are  not  limited  to,  the
availability  and cost of personnel  trained in this area,  compliance  by third
parties which  interact with the  Company's  systems,  the ability to locate and
correct all relevant computer codes and similar uncertainties.



                                       17
<PAGE>
                           CFW COMMUNICATIONS COMPANY

                           PART II. OTHER INFORMATION


Item 1.  Legal Proceedings

                 Not applicable

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

                 Not applicable

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 - No  reports  on Form 8-K have  been
                     filed during the quarter ended September 30, 1999


                                       18
<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


November 15, 1999            s/J. S. Quarforth
                             ---------------------------------------------
                             J. S. Quarforth, Chairman and Chief Executive
                             Officer








November 15, 1999            s/M. B. Moneymaker
                             ---------------------------------------------
                             M. B. Moneymaker, Vice President and
                             Chief Financial Officer, Treasurer, and Secretary

                                       19