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, 1996       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 09/30/96  12,976,853


<PAGE>








                           CFW COMMUNICATIONS COMPANY


                                    I N D E X



                                                                          Page
                                                                         Number

PART  I.         FINANCIAL INFORMATION

                 Condensed Consolidated Balance Sheets,
                 September 30, 1996 and December 31, 1995                 3- 4


                 Condensed Consolidated Statements of
                 Income, Three and Nine Months Ended
                 September 30, 1996 and 1995                                 5


                 Condensed Consolidated Statements of
                 Cash Flows, Nine Months Ended
                 September 30, 1996 and 1995                                 6


                 Notes to Condensed Consolidated
                 Financial Statements                                     7- 8


                 Management's Discussion and Analysis
                 of Financial Condition and Results of
                 Operations                                               9-13


PART II.         OTHER INFORMATION                                          14


SIGNATURES                                                                  15




                                        2


<PAGE>








                          PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements


                           CFW COMMUNICATIONS COMPANY

                      Condensed Consolidated Balance Sheets

                                     ASSETS

                                          September 30, 1996       December 31,
                                              (unaudited)              1995
                                             ------------          ------------
CURRENT ASSETS
  Cash and cash equivalents                  $  3,613,777          $  5,264,986
  Accounts receivable, including
    interest receivable                         8,680,737             8,677,086
  Note receivable                                 129,703               140,231
  Materials and supplies                        2,024,049             1,980,837
  Prepaid expenses                              1,703,036               207,319
  Income taxes receivable                               -                 3,356
                                             ------------          ------------
                                               16,151,302            16,273,815
                                             ------------          ------------

SECURITIES AND INVESTMENTS                     27,994,178            29,471,626
                                             ------------          ------------

PROPERTY AND EQUIPMENT
  In service                                  117,689,733           107,420,864
  Under construction                            4,397,371             4,385,440
                                             ------------          ------------

                                              122,087,104           111,806,304
  Less:  accumulated depreciation              35,683,756            30,713,237
                                             ------------          ------------

                                               86,403,348            81,093,067
                                             ------------          ------------

OTHER ASSETS
  Cost in excess of net assets
    of business acquired, less
    accumulated amortization                   12,778,811            13,268,224
  Deferred charges                              3,776,130             3,144,581
                                             ------------          ------------
                                               16,554,941            16,412,805
                                             ------------          ------------

      TOTAL ASSETS                           $147,103,769          $143,251,313
                                             ============          ============



                                        3


<PAGE>


                           CFW COMMUNICATIONS COMPANY

                      Condensed Consolidated Balance Sheets

                      LIABILITIES AND SHAREHOLDERS' EQUITY

                                          September 30, 1996       December 31,
                                              (unaudited)              1995
                                             ------------          ------------
CURRENT LIABILITIES
  Accounts payable                           $  2,269,118          $  3,674,310
  Customers' deposits                             472,878               477,393
  Advance billings                              1,825,714             1,506,777
  Accrued payroll                                 652,002               833,232
  Accrued interest                                363,000               726,000
  Note payable                                  1,500,000                     -
  Other accrued liabilities                     3,784,942             2,384,774
  Deferred revenue                              1,462,251               972,593
  Income taxes payable                            636,705                     -
                                             ------------          ------------
                                               12,966,610            10,575,079
                                             ------------          ------------

LONG-TERM DEBT                                 22,500,000            20,000,000
                                             ------------          ------------

LONG-TERM LIABILITIES
  Deferred income taxes                        12,447,716            13,866,047
  Retirement benefits other than
    pensions                                    7,584,569             7,149,957
  Other                                         1,324,414             1,543,863
                                             ------------          ------------
                                               21,356,699            22,559,867
                                             ------------          ------------

MINORITY INTERESTS                              1,098,959               874,664
                                             ------------          ------------

SHAREHOLDERS' EQUITY
  Preferred stock, no par                               -                     -
  Common stock, no par                         43,355,988            43,531,164
  Retained earnings                            38,815,723            35,700,859
  Unrealized gain on securities
    available for sale, net                     7,009,790            10,009,680
                                             ------------          ------------

                                               89,181,501            89,241,703
                                             ------------          ------------

      TOTAL LIABILITIES AND
        SHAREHOLDERS' EQUITY                 $147,103,769          $143,251,313
                                             ============          ============



See accompanying notes to condensed consolidated financial statements.

                                        4


<PAGE>
<TABLE>
                                                    CFW COMMUNICATIONS COMPANY

                                           Condensed Consolidated Statements of Income

<CAPTION>
                                                            (Unaudited)

                                                        Three Months Ended                            Nine Months Ended
                                                 -----------------------------------         -----------------------------------
<S> <C>
                                                   Sept. 30,            Sept. 30,              Sept. 30,             Sept. 30,
                                                      1996                 1995                   1996                  1995
                                                 -------------         -------------         -------------          ------------
Operating revenues
  Local service                                   $ 2,367,737           $ 1,868,162           $ 6,864,972            $ 5,567,888
  Access and toll service                           3,461,486             3,887,959            10,835,924             10,756,056
  Wireless communications and
    other                                           6,819,249             6,175,204            19,701,026             14,941,834
                                                 -------------         -------------         -------------          ------------
                                                   12,648,472            11,931,325            37,401,922             31,265,778
                                                 -------------         -------------         -------------          ------------

Operating expenses
  Maintenance and support                           2,383,022             2,216,823             6,970,219              6,039,228
  Depreciation                                      1,760,557             1,553,115             4,990,287              4,377,014
  Amortization                                        247,150               122,272               731,582                359,883
  Customer operations                               2,722,200             2,563,691             8,230,484              6,742,900
  Corporate operations                              1,178,274             1,150,517             3,567,112              3,568,672
  Taxes other than income                             198,343               219,856               610,360                582,903
                                                 -------------         -------------         -------------          ------------
                                                    8,489,546             7,826,274            25,100,044             21,670,600
                                                 -------------         -------------         -------------          ------------

Operating income                                    4,158,926             4,105,051            12,301,878              9,595,178

Other expenses,
  principally interest                                336,133               423,985             1,084,008              1,103,290
Interest and dividend income                          106,496               131,434               409,384                468,053
Gain on sale of investment                                  -                     -                     -                926,702
                                                 -------------         -------------         -------------          ------------

Income before income taxes
  and minority interests                            3,929,289             3,812,500            11,627,254              9,886,643

Income taxes                                        1,451,581             1,398,765             4,327,150              3,559,207
                                                 -------------         -------------         -------------           ------------

Income before minority interests                    2,477,708             2,413,735             7,300,104              6,327,436

Minority interests                               (    185,786)         (    107,144)         (    370,049)          (    335,888)
                                                 -------------         -------------         -------------          -------------

Net income                                        $ 2,291,922           $ 2,306,591           $ 6,930,055            $ 5,991,548
                                                 =============         =============         =============          ============



Net income per common share:
  Income before minority
    interests                                     $     0.189           $     0.185           $     0.559            $     0.492
  Minority interests                             (      0.014)         (      0.008)         (      0.028)          (      0.026)
                                                 -------------         -------------         -------------          -------------

  Net income per common share                     $     0.175           $     0.177           $     0.531            $     0.466
                                                 =============         =============         =============          ============

Weighted average shares
  outstanding                                      13,071,149            13,046,951            13,052,528             12,851,719
                                                 =============         =============         =============          ============

Cash dividends per share                          $     0.098           $   0.09475           $     0.294            $   0.28425
                                                 =============         =============         =============          ============

</TABLE>

See accompanying notes to condensed consolidated financial statements.

                                        5


<PAGE>

<TABLE>

                                      CFW COMMUNICATIONS COMPANY

                           Condensed Consolidated Statements of Cash Flows

                                             (Unaudited)
<CAPTION>
<S> <C>
                                                                             Nine Months Ended
                                                                  ----------------------------------
                                                                    Sept. 30,             Sept. 30,
                                                                       1996                  1995
                                                                  -------------         ------------
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income                                                       $ 6,930,055           $ 5,991,548
    Adjustments to reconcile net income
      to net cash provided by operating
      activities:
      Depreciation and amortization                                  5,721,869             4,736,897
      Deferred taxes and tax credit
        amortization                                                   524,171          (     92,196)
      Retirement benefits other than
        pensions                                                       434,612               476,179
      Other                                                       (    418,391)         (    244,894)
      Distributions received from
        investments                                                    155,141                     -
      Share of equity investees income                            (    440,552)                    -
      Minority interests                                               224,295                16,075
      Gain on sale of investment                                             -          (    926,702)
  Changes in assets and liabilities from operations:
    Increase in accounts receivable                               (     26,913)         (  2,641,567)
    (Increase) decrease in materials
      and supplies                                                (     43,212)              154,344
    (Increase) decrease in other
      current assets                                              (  1,481,833)            1,057,322
    Decrease in accounts payable                                  (  1,405,192)         (  2,235,032)
    Increase in other accrued liabilities                              855,938               814,158
    Increase in other current liabilities                              951,127               811,762
                                                                  -------------         ------------

  Net cash provided by operating activities                         11,981,115             7,917,894
                                                                  -------------         ------------

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of property and equipment                              ( 10,485,686)         (  7,283,759)
  Cash flows from securities and
    investments                                                   (  3,156,270)            2,183,255
                                                                  -------------         ------------

  Net cash used in investing activities                           ( 13,641,956)         (  5,100,504)
                                                                  -------------         -------------

CASH FLOWS FROM FINANCING ACTIVITIES
  Stock redeemed                                                  (    175,313)         (  2,509,625)
  Cash dividends                                                  (  3,815,191)         (  3,622,156)
  Proceeds from borrowings                                           4,000,000                     -
  Other, net                                                               136               193,511
                                                                  -------------         ------------

  Net cash provided by (used in)
    financing activities                                                 9,632          (  5,938,270)
                                                                  -------------         -------------

Decrease in cash and cash equivalents                             (  1,651,209)         (  3,120,880)

Cash and cash equivalents:
  Beginning                                                          5,264,986             8,558,886
                                                                  -------------         ------------

  Ending                                                           $ 3,613,777           $ 5,438,006
                                                                  =============         ============
</TABLE>

See accompanying notes to condensed consolidated financial statements.

                                        6


<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,  1995,  contain  all
         adjustments (consisting of only normal recurring accruals) necessary to
         present  fairly the  financial  position as of  September  30, 1996 and
         December 31, 1995 and the results of operations  for the three and nine
         month periods ended September 30, 1996 and September 30, 1995, and cash
         flows for the nine months ended September 30, 1996 and 1995.

(2)      The results of operations for the three and nine months ended September
         30, 1996 and 1995 are not  necessarily  indicative of the results to be
         expected for the full year.

(3)      The Company has currently outstanding 329,096 options to acquire shares
         of common stock, of which 178,172 are currently exercisable.

         The  earnings per common  share were  computed on the weighted  average
         number of shares  outstanding.  The common stock equivalents  resulting
         from  the  options  mentioned  in the  preceding  paragraph  have  been
         included in the computation as outstanding shares.

(4)      Decrease  in common  shares is due to shares  purchased  by the Company
         under a plan  approved  by the  Board of  Directors  authorizing  up to
         230,000  shares to be  purchased.  The decrease is partially  offset by
         issuances of common stock pursuant to the Company's stock option plan.

(5)      In April,  1996 the Company  announced  that the Virginia PCS Alliance,
         L.C. (Alliance),  a consortium of ten independent  telephone companies,
         had signed an agreement to acquire from PCS PrimeCo,  L.P. a portion of
         its 30 MHz personal communication services (PCS) radio spectrum license
         covering the central and western  portions of Virginia.  In July,  1996
         the Federal  Communications  Commission  (FCC) approved the transfer of
         the partitioned license to the Alliance.  The acquisition price for the
         partitioned license is approximately $16 million.

         In May, 1996 the FCC announced the  conclusion of the Block "C" auction
         of the 30 MHz PCS radio  spectrum  licenses.  The Alliance was the high
         bidder for 30 MHz PCS radio  spectrum  license for the  Charlottesville
         and  Winchester  Basic Trading Areas (BTAs) for a net purchase price of
         approximately  $12  million.  In  August,  1996  the FCC  approved  the
         transfer of these licenses to the Alliance.

         At  September  30,  1996,   the  Company  had  made  an  investment  of
         approximately  $5 million in the  Alliance in  exchange  for common and
         convertible preferred ownership interests. The Company will account for
         its  investment  in the Alliance  under the equity method of accounting
         and anticipates holding a 20% common ownership interest in the Alliance
         by year end. The Company will manage the build-out of the PCS system in
         accordance with a services agreement with the Alliance. The Company has
         guaranteed  a  short-term  loan on  behalf  of the  Alliance  and  also
         anticipates providing additional support to the Alliance in the form of
         guarantees and commitments to contribute additional capital pursuant to
         capital calls to the Alliance partners.



                                        7


<PAGE>

                           CFW COMMUNICATIONS COMPANY

              Notes To Condensed Consolidated Financial Statements
                                    Continued


(6)      On  October  25,  1996,  the  Company  and  R&B  Communications,   Inc.
         (R&B)signed  agreements to acquire from GTE Wireless  (GTE) part of its
         30 MHz PCS radio spectrum  license  within the Cincinnati  Metropolitan
         Trading  Area,  including  most of West  Virginia  and parts of eastern
         Kentucky,  southwestern  Virginia and eastern Ohio. The Company's share
         of the acquisition  price for the partitioned  license is approximately
         $4.25  million.  In  addition,  GTE would  purchase the  Company's  30%
         limited   interest  in  the  Roanoke  MSA  Cellular   Partnership   for
         approximately $6.6 million.  The Company also entered into an agreement
         to acquire  from GTE its 10%  limited  interest  in the  Virginia  RSA6
         Cellular  Partnership  for  approximately  $1.3  million.  The  Company
         currently has a 75.7% ownership  interest in the Virginia RSA6 Cellular
         Partnership.  These  transactions  are all  subject to  approval by the
         Federal Communications Commission (FCC).

         For the three and nine month  periods  ended  September  30, 1996,  the
         Company recognized  earnings under the equity method of accounting from
         the Roanoke  MSA  Cellular  Partnership  of  approximately  $83,000 and
         $453,000,  respectively ($209,000 and $529,000,  respectively,  for the
         three and nine month periods ended September 30,1995).





                                        8


<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, 1996 and 1995

OVERVIEW

         The  Company  provides  wireline  services,  such  as  local  telephone
exchange,  long distance and cable television services;  wireless services, such
as cellular  telephone,  cable  television  and paging  services;  and directory
assistance services. The Company also provides other telecommunications  related
services,  such as directory advertising,  security alarm monitoring and billing
and collection services.

         The  Company  derives  the  majority of its  revenues  from  charges to
customers for use of the  Company's  wireline and wireless  network,  including:
telephone  revenues derived from local service and toll access charges;  network
service revenues from charges to long distance and other carriers for use of the
Company's  fiber optic network;  cellular  monthly  service  charges,  including
roaming and long distance charges and equipment sales; cable television revenues
from installation charges and monthly subscription fees, including basic service
charges and charges for premium  channels;  directory  assistance  revenues from
providing long distance  directory listings for a four state region; and various
other  revenues from services such as directory  advertising  sales,  paging and
enhanced services such as call waiting and caller identification.  The Company's
expenses come primarily from the  maintenance  and support of its local exchange
and interexchange network and its cellular and cable television facilities,  its
directory assistance support, and general and administrative expenses.

         Historically,  the Company has derived  most of its  revenues  from its
base local exchange telephone  business.  However,  as a result of the Company's
increasing   focus  on  wireless   telecommunications   and  other   competitive
communications related businesses, more than 50% of the Company's revenues and a
larger  percentage of operating cash flow is being generated by businesses other
than local exchange.  (Operating cash flow is defined as operating income before
depreciation and amortization.) Accordingly,  management believes operating cash
flow is a meaningful indicator of the Company's performance. Operating cash flow
is commonly  used in the wireless  telecommunications  industry and by financial
analysts and others who follow the industry to measure operating performance.

         Operating  cash flow for third  quarter 1996 was $6.2  million,  a 6.7%
increase over third quarter 1995 operating cash flow of $5.8 million.  Operating
cash flow for the nine months  ended  September  30, 1996 was $18.0  million,  a
25.8%  increase over the $14.3 million for the prior year's  comparable  period.
These results reflect  continued  growth in access and toll minutes and cellular
and wireless cable customer growth of 42% and 29%,  respectively,  over the same
period  last year,  coupled  with the  non-recurrence  of heavy  start-up  costs
incurred in 1995 related to launching  directory  assistance.  Offsetting  these
increases were start-up losses associated with Richmond cable and expanded cable
channel  lineups in the  Shenandoah  Valley and Alleghany  County.  In addition,
repairs and clean-up  costs  associated  with Hurricane Fran led to higher costs
during third quarter 1996.




                                        9


<PAGE>
                           CFW COMMUNICATIONS COMPANY

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

OPERATING REVENUES

         Total operating  revenues  increased $0.7 million or 6.0% for the three
months  ended  September  30, 1996 and $6.1 million or 19.6% for the nine months
then ended as compared to the same periods in 1995.  Revenues from the Company's
telephone operations,  which include local and access and toll service revenues,
increased $73,100 or 1.3% for the three months ended September 30, 1996 and $1.4
million or 8.4% for the nine month  period  then ended as  compared  to the same
time periods for 1995.  Revenues from the Company's wireless  communications and
other operations,  which include cellular,  directory  advertising,  billing and
collection,  wireless cable, fiber optic leases, directory assistance, sales and
lease of equipment and other miscellaneous  revenues,  increased $0.6 million or
10.4% for the three  months and $4.8  million or 31.9% for the nine months ended
September 30, 1996.

         TELEPHONE REVENUES

         Local service revenues  increased $499,600 or 26.7% and $1.3 million or
23.3% for the three and nine months ended September 30, 1996. The January,  1996
implementation of an extended area calling plan for Waynesboro customers,  which
enables local calling or reduced per-call charges to an extended area, accounted
for $349,300 of the three month increase and $918,300 of the nine month increase
in local  service  revenues.  Revenues  from toll  minutes  for  calling  to the
extended area were classified as access and toll revenues in 1995. Other factors
contributing  to the increase were increased  access lines,  service  connection
charges,  and demand for custom  calling  features,  such as call waiting,  call
forwarding  and  caller  identification.  The  Company  has  not  had a  general
telephone rate increase since November 1, 1981.

         Access and toll  service  revenues  decreased  $426,500  or 11% for the
three months ended  September 30, 1996 and remained  constant for the nine month
period as compared to 1995.  The decrease in the three month  revenues  were due
primarily to  classification  of revenues from the extended area calling plan as
local services  revenues in 1996. The nine month period was offset by additional
access  revenues  realized  due to the  Company's  exit in July,  1995  from the
National  Exchange Carrier  Association's  (NECA's) average schedule  interstate
access  revenue  pool in favor of billing  its own  interstate  access  rates to
interexchange carriers and retaining the revenues.

         WIRELESS COMMUNICATIONS AND OTHER REVENUES

         Directory  assistance  service,  which became  operational  late in the
first  quarter  of 1995,  remained  constant  for the  three  month  period  and
generated an  additional  $2.0 or 41.2% in revenues for the nine month period of
1996 as compared  to the same  periods for 1995.  Cellular  revenues,  including
access,  airtime and roaming  charges,  increased  by $397,800 or 24.3% and $1.0
million or 22.9% for the three and nine month periods ended  September 30, 1996.
These increases are primarily due to a 42% growth in the RSA6 cellular  customer
base over the first nine months of 1995.  Wireless cable customer  growth of 29%
is  responsible  for $90,900 or 15.6% of the three month  revenue  increase  and
$276,600  or 16.3% of the nine month  increase in  wireless  communications  and
other  operations  for the periods ended  September 30, 1996. The cable customer
growth  reflects  continued  penetration in the  Charlottesville  and Shenandoah
Valley  markets and  commencement  of wireless  cable  services in the  Richmond
market in December,  1995.  Revenues  from  wireline  cable,  which was acquired
during June,


                                       10


<PAGE>
                           CFW COMMUNICATIONS COMPANY

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

1995,  remained  constant for the third quarter 1996 and increased  $704,400 for
the nine months  ended  September  30,  1996.  Revenues  from leased fiber optic
capacity  increased  $116,900  or 13.8% and  $449,700 or 21.6% for the three and
nine months ended  September 30, 1996  primarily due to a 27% increase in DS-3's
leased.

OPERATING EXPENSES

         Operating  expenses  increased  $663,300  or 8.5% for the  three  month
period  ended  September  30, 1996 and $3.4 million or 15.8% for the nine months
then  ended as  compared  to the same time  periods  in 1995.  Depreciation  and
amortization  expense  increased  $332,300  and  $985,000 for the three and nine
months ended  September 30, 1996 as a result of capital  additions and the June,
1995 wireline cable acquisition.  Cellular operating expenses increased $131,800
or 19% and  $775,600 or 42% for the three and nine months  ended  September  30,
1996,  primarily  due to a 42% year over year customer  growth.  During the nine
month period ended September 30, 1996, commissions paid for the sale of cellular
phones  increased  $253,500 or 58% due to a 75% increase in phones sold compared
to  1995.  Wireline  cable  operating  expenses,   excluding   depreciation  and
amortization, increased $346,200 for the nine months ended September 30, 1996 as
compared to the same period for 1995,  reflecting  the Company  ownership  since
June, 1995.

         As a percentage of total operating  revenues,  total operating expenses
increased  slightly from 65.6% to 67.1% for the three months and decreased  from
69.3% to 67.1% for the nine months ended September 30, 1996. Continued operating
efficiencies  in directory  assistance  operations,  since its start-up in early
1995, have contributed to reduced staffing levels and improved operating margins
for the nine months ended September 30, 1996.

         MAINTENANCE AND SUPPORT EXPENSE

         Maintenance and support expense,  which includes property and equipment
maintenance, general engineering and general administration of plant operations,
increased  $166,200 or 7.5% for the three  months ended  September  30, 1996 and
$931,000 or 15.4% for the nine months then ended.  These increases are primarily
attributable to Company growth and property and equipment  expansion offset by a
reduction in leased facility access charges.

         DEPRECIATION AND AMORTIZATION EXPENSE

         Depreciation and amortization  expense increased  $332,300 or 19.8% and
$985,900 or 21% for the three and nine month periods  ended  September 30, 1996.
This increase was due to  commencement of wireless cable services in Richmond in
December,  1995 and the June,  1995  acquisition of a wireline cable  operation.
Property and equipment  additions to meet  continuing  customer growth have also
contributed to this increase.

         CUSTOMER OPERATIONS EXPENSE

         Customer   operations  expense,   which  includes  marketing,   product
management,  product  advertising,  sales,  publication of a regional  telephone
directory,  customer services, directory assistance services and local directory
services  increased $158,500 or 6.2% and $1.5 million or 22.1% for the three and
nine month  periods,  reflecting  an increase in staffing for cellular and cable
and additional sales commissions,  primarily related to sales of cellular phones
and service. In addition,  the new directory  assistance  service,  which became
fully  operational in June,  1995,  added $297,900  during the nine months ended
September 30, 1996 as compared to 1995. 

                                       11


<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, such as executive,  planning, accounting,
external relations, legal, purchasing,  information management,  human resources
and other general and administrative  expenses increased $27,800 or 2.4% for the
three month period and remained  flat for the nine months  ended  September  30,
1996.

         TAXES, OTHER THAN INCOME

         Taxes, other than income, which include property and special assessment
taxes,  decreased $21,500 or 9.8% for the three month period ended September 30,
1996,  and  increased  $27,500 or 4.7% for the nine month  period as a result of
taxes on additional property and equipment.

OTHER EXPENSES, PRINCIPALLY INTEREST

         Other expenses,  principally  interest,  decreased $87,900 or 20.7% and
$19,300 or 1.7% for the three and nine months ended  September  30, 1996.  These
decreases are primarily  attributable to an increase in capitalized interest due
to additional  construction  activity  during 1996 offset by a loss on sale of a
security and investment.

INTEREST AND DIVIDEND INCOME

         Interest and  dividend  income  decreased  $24,900 or 19% for the three
months ended  September 30, 1996 and $58,700 or 12.5% for the nine month period.
These decreases are a result of cash expenditures for capital expansion.

GAIN ON SALE OF INVESTMENT

         In the first  quarter of 1995 the Company sold its  Virginia  MetroTel,
Inc. investment in exchange for $65,600 and stock of the acquiring company which
is publicly traded on a national exchange.  A gain of $787,600 resulted from the
sale.  Stock  of the  acquiring  company  was  sold  for an  additional  gain of
$128,300.

INCOME TAXES

         Income  taxes  increased  $52,800  for  the  third  quarter  of 1996 as
compared  to the same  period in 1995.  Income  taxes for the nine month  period
ended September 30, 1996 increased $767,900 or 21.6%. These increases are due to
an increase in taxable  income from  operations.  The effective rate for 1996 is
38.4%  as  compared  to  37.3%  for  1995.  Additional  non-deductible  goodwill
amortization  related to business  acquisitions  is the  primary  reason for the
increased effective tax rate.

MINORITY INTERESTS

         Minority  interests  increased  $78,600  or 73.4% for the  three  month
period  and  $34,200 or 10.2% for the nine month  period,  reflecting  continued
growth of cellular customers.





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<PAGE>
                           CFW COMMUNICATIONS COMPANY

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

NET INCOME

         Net  income  increased  $938,500  or 15.7%  for the nine  months  ended
September 30, 1996 and was comparable to the third quarter of 1995.  Results for
1995 included a gain of $568,300  ($915,600 pre-tax) from the first quarter sale
of an  investment.  Excluding  this gain,  net income for the nine  months  from
operations  increased $1.5 million or 27.8%,  reflecting strong growth in access
and toll  minutes  coupled  with the  non-recurrence  of  heavy  start-up  costs
incurred in 1995  related to launching  directory  assistance  and  expansion of
wireless cable.

LIQUIDITY AND CAPITAL RESOURCES

         In the nine months  ended  September  30,  1996,  net cash  provided by
operating  activities was $11.9 million.  Principal  changes in operating assets
and  liabilities  included  a $1.6  million  increase  in  current  assets and a
$401,900  increase  in current  liabilities.  The  increase  in  current  assets
resulted  from an increase in prepaid  expenses  for a deposit made to allow the
Company to  participate in the bidding for  additional  wireless  channels being
auctioned by the Federal Communications Company. Operating liabilities decreased
due to a decrease in accounts payable,  primarily related to payments on capital
projects.  The Company's  investing  activities  included  $10.5 million for the
purchase of property  and  equipment,  including  $762,200  for fiber  expansion
related to competitive  access  services,  $1.3 million for  improvements to the
wireline cable service,  $2.3 million for expenditures  related to equipment for
additional  wireless cable subscribers,  $434,100 for a computer systems upgrade
to the AS400, and $533,400 for additional AT&T 5ESS switching capabilities.  Net
cash  provided by  financing  activities  included  $4.0 million  received  from
available  credit  lines,  $3.8  million used to pay  dividends  on  outstanding
capital stock, and $175,300 used to retire common shares.

         For the first  nine  months of 1996,  working  capital  decreased  $2.5
million.  Capital  expenditures for the remainder of the year are anticipated to
be approximately $4 million for market expansion of the wireless cable and fiber
optics systems and  improvements  to the wireline cable system.  The Company has
guaranteed  a short-term  loan on behalf of the  Alliance  and also  anticipates
providing  additional  support to the  Alliance  in the form of  guarantees  and
commitments to contribute  additional  capital  pursuant to capital calls to the
partners.  During the fourth quarter of 1996, the Company anticipates finalizing
the  terms  and  conditions  of such  support  concurrent  with  the  Alliance's
finalizing  its debt  and  equity  instruments  associated  with its  purchasing
network equipment and licenses. During the fourth quarter 1996, the Company will
be seeking FCC approval of the purchase of the PCS partitioned license,  sale of
its 30% limited interest in the Roanoke MSA Cellular Partnership and purchase of
an  additional  10%  interest  in its  majority  owned  Virginia  RSA6  Cellular
Partnership.  (See Note 6.) The Company  anticipates  the FCC would act on these
transactions  in 1997.  Funds  required for the investment in and support of the
Alliance,  dividends,  investment  in  aforementioned  PCS license and  cellular
partnership interest, capital expenditures, partnership contributions and annual
interest  payments on long-term  debt are expected to be provided from available
cash,  cash  generated  from  operations  and  borrowings  available  under  the
Company's lines of credit.






                                       13


<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 - None






                                       14


<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



                                        s/J. S. Quarforth
                                        ----------------------------------
                                        J. S. Quarforth, President
November 13, 1996                       and Chief Executive Officer


                                        s/C. S. Smith
                                        ----------------------------------
                                        C. S. Smith, V P - Administration,
November 13, 1996                       Treasurer and Secretary


                                        s/M. B. Moneymaker
                                        ----------------------------------
                                        M. B. Moneymaker
November 13, 1996                       Vice President - Finance





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