<PAGE>

                       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   March 31, 2000        Commission File No.    0-16751
                      -------------------                         -------------

                           CFW COMMUNICATIONS COMPANY
-------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


          VIRGINIA                                           54-1443350
-------------------------------------------------------------------------------
(State or other  jurisdiction of                           (I R S employer
incorporation or organization)                             identification no.)


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


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

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


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                                    Yes x   No
                                       ---
                     (APPLICABLE ONLY TO CORPORATE ISSUERS)

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.



Class    COMMON STOCK, NO PAR VALUE        Outstanding 5/15/00     13,094,429
         --------------------------
<PAGE>

                           CFW COMMUNICATIONS COMPANY


                                    I N D E X



                                                                          Page
                                                                         Number
                                                                         ------

PART I. FINANCIAL INFORMATION

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

         Condensed Consolidated Statements of Income, Three Months
         Ended March 31, 2000 and 1999                                        5

         Condensed Consolidated Statements of Cash Flows,
         Three Months Ended March 31, 2000 and 1999                           6


         Condensed Consolidated Statements of Shareholders'
         Equity, Three Months Ended March 31, 2000 and
         Each of the Calendar Quarters in the Year
         Ended December 31, 1999                                              7

         Notes to Condensed Consolidated Financial Statements               8-9


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

PART II. OTHER INFORMATION                                                   15


SIGNATURES                                                                16-17



                                       2
<PAGE>

                           CFW COMMUNICATIONS COMPANY

                      Condensed Consolidated Balance Sheets



<TABLE>
<CAPTION>
                                                                                March 31, 2000
                                                                                    (Unaudited)              December 31, 1999
                                                                                ---------------------       --------------------
<S>  <C>
ASSETS

Current Assets
     Cash and cash equivalents                                             $              311,294     $               198,540
     Accounts receivable, net of allowance of $1.3 million ($1.1 million
       in 1999)                                                                        14,091,119                  13,822,010
     Receivable from affiliates                                                         5,840,873                   3,824,585
     Materials and supplies                                                               959,837                     955,381
     Prepaid expenses and other                                                           882,282                     572,339
     Income tax receivable                                                                      -                   2,002,572
                                                                                ---------------------       --------------------

                                                                                       22,085,405                  21,375,427
                                                                                ---------------------       --------------------

Securities and Investments                                                             36,948,610                  39,109,476
                                                                                ---------------------       --------------------

Property and Equipment
     Land and building                                                                 23,821,944                  23,526,095
     Network plant and equipment                                                      112,987,324                 108,449,567
     Furniture, fixtures and other equipment                                           29,861,999                  28,170,261
     Radio spectrum licenses                                                           15,478,079                  15,478,079
                                                                                ---------------------       --------------------
         Total in service                                                             182,149,346                 175,624,002
     Under construction                                                                 8,910,487                   9,535,642
                                                                                ---------------------       --------------------

                                                                                      191,059,833                 185,159,644
     Less accumulated depreciation                                                     61,912,222                  59,278,974
                                                                                ---------------------       --------------------

                                                                                      129,147,611                 125,880,670
                                                                                ---------------------       --------------------
Other Assets
     Cost in excess of net assets of business acquired, less accumulated
       amortization of $2.9 million ($2.4 million in 1999)                             23,955,931                  23,411,894
     Deferred charges                                                                     606,233                     359,294
     Radio spectrum licenses and license deposits                                       7,864,963                   7,864,836
                                                                                ---------------------       --------------------

                                                                                       32,427,127                  31,636,024
                                                                                ---------------------       --------------------


                                                                           $          220,608,753     $           218,001,597
                                                                                =====================       ====================
</TABLE>


See Notes to Condensed Consolidated Financial Statements.

                                       3
<PAGE>

                           CFW COMMUNICATIONS COMPANY

                      Condensed Consolidated Balance Sheets


<TABLE>
<CAPTION>
                                                                         March 31, 2000           December 31,
                                                                          (unaudited)                 1999
                                                                       -------------------     --------------------
<S> <C>
Liabilities and Shareholders' Equity

Current Liabilities
     Accounts payable                                               $          8,600,580    $           9,809,268
     Customers' deposits                                                         502,691                  448,995
     Advance billings                                                          2,827,413                2,677,044
     Accrued payroll                                                             890,051                1,156,120
     Accrued interest                                                             68,565                  280,151
     Other accrued liabilities                                                 4,073,400                2,888,530
     Accrued income taxes payable                                              1,308,389                        -
     Deferred revenue                                                          1,624,197                1,835,694
                                                                       -------------------     --------------------

                                                                              19,895,286               19,095,802
                                                                       -------------------     --------------------

Long-Term Debt                                                                44,361,556               37,684,783
                                                                       -------------------     --------------------

Long-term Liabilities
     Deferred income taxes                                                    27,684,291               31,604,744
     Retirement benefits                                                      11,155,246               10,854,052
     Other                                                                     2,961,360                  797,175
                                                                       -------------------     --------------------

                                                                              41,800,897               43,255,971
                                                                       -------------------     --------------------

Minority Interests                                                             1,846,800                1,781,241
                                                                       -------------------     --------------------

Commitments

Shareholders' Equity
     Preferred stock, no par                                                           -                        -
     Common stock, no par                                                     44,325,492               43,943,136
     Retained earnings                                                        48,932,293               50,385,117
     Unrealized gain on securities available for sale, net                    19,446,429               21,855,547
                                                                       -------------------     --------------------

                                                                             112,704,214              116,183,800
                                                                       -------------------     --------------------


                                                                    $        220,608,753    $         218,001,597
                                                                       ===================     ====================
</TABLE>


See Notes to Condensed Consolidated Financial Statements.


                                       4
<PAGE>

                           CFW COMMUNICATIONS COMPANY

                   Condensed Consolidated Statements of Income
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                          Three Months Ended
                                                                              -------------------------------------------
                                                                                  March 31,                March 31,
                                                                                     2000                     1999
                                                                              -------------------       -----------------
<S>  <C>
Operating Revenues
     Wireline communications                                               $       13,875,111     $           9,802,114
     Wireless communications                                                        3,512,581                 3,297,940
     Directory assistance                                                           3,332,289                 2,873,508
     Other communications services                                                    855,890                 1,044,065
                                                                              -------------------       -----------------

                                                                                   21,575,871                17,017,627
                                                                              -------------------       -----------------

Operating Expenses
     Maintenance and support                                                        5,877,059                 3,296,103
     Depreciation and amortization                                                  3,705,681                 2,810,792
     Customer operations                                                            5,361,216                 4,567,246
     Corporate operations                                                           2,358,927                 1,650,033
                                                                              -------------------       -----------------

                                                                                   17,302,883                12,324,174
                                                                              -------------------       -----------------

Operating Income                                                                    4,272,988                 4,693,453

Other Income (Expenses)
     Other expenses, principally interest                                            (481,810)                 (212,462)
     Equity loss from PCS investees
         VA PCS Alliance                                                           (1,523,498)               (1,358,824)
         WV PCS Alliance                                                           (2,144,016)                 (972,350)
     Equity income from other wireless investees                                       42,000                    53,007
                                                                              -------------------       -----------------

                                                                                      165,664                 2,202,824

Income Taxes                                                                           44,132                   774,083
                                                                              -------------------       -----------------

                                                                                      121,532                 1,428,741

Minority Interests                                                                    (73,122)                  (89,015)
                                                                              -------------------       -----------------

Net Income                                                                 $           48,410     $           1,339,726
-------------------------------------------------------------------------- -- ------------------- ----- -----------------

Net income per common share - basic                                        $            0.004     $               0.103
Net income per common share - diluted                                      $            0.004     $               0.102

Average shares outstanding - basic                                                 13,066,950                13,021,737
Average shares outstanding - diluted                                               13,295,947                13,087,864
-------------------------------------------------------------------------- -- ------------------- ----- -----------------

Cash dividends per share                                                   $          0.11475     $             0.11475
-------------------------------------------------------------------------- -- ------------------- ----- -----------------

</TABLE>
See Notes to Condensed Consolidated Financial Statements.

                                       5
<PAGE>

                           CFW COMMUNICATIONS COMPANY

                 Condensed Consolidated Statements of Cash Flows
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                                     Three Months Ended
                                                                                         -------------------------------------------
                                                                                              March 31,                March 31,
                                                                                                2000                      1999
                                                                                         --------------------      -----------------
<S>  <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income                                                                           $              48,410    $           1,339,726
Adjustments to reconcile net income
     to net cash provided by operating activities:
     Depreciation                                                                                3,244,512                2,654,018
     Amortization                                                                                  461,169                  156,774
     Deferred taxes                                                                             (2,386,662)                 603,652
     Retirement benefits                                                                           301,194                  314,610
     Equity loss from PCS Alliances                                                              3,667,514                2,331,174
     Minority interests, net of distributions                                                       65,559                  (18,246)
     Other                                                                                        (798,122)                 (62,461)
Changes in assets and liabilities from operations:
     Increase in accounts receivable                                                              (199,821)              (1,061,507)
     Increase in materials and supplies                                                             (4,456)                (224,164)
     Increase in other current assets                                                             (309,943)                (116,840)
     Changes in income taxes                                                                     3,310,961                  170,232
     Increase (decrease) in accounts payable                                                    (1,458,643)                 828,678
     Decrease in other accrued liabilities                                                        (434,180)                (718,347)
     Increase in other current liabilities                                                         204,065                   62,501
                                                                                         --------------------      -----------------

Net cash provided by operating activities                                                        5,711,557                6,259,800
                                                                                         --------------------      -----------------

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment                                                             (7,687,545)              (9,633,002)
Purchase of PCS licenses                                                                             -                      (54,441)
Investments in PCS alliances                                                                    (3,892,138)              (3,892,138)
Repayments from (advances to) PCS Alliances                                                     (2,016,288)               2,377,280
Proceeds from sale of towers                                                                     3,200,000                    -
Acquisition of Internet company and subscribers                                                   (747,314)                (905,447)
Deposit on radio spectrum licenses, net                                                           (100,000)              (1,601,615)
Maturities and distributions from other investments                                                 86,587                   50,556
                                                                                         --------------------      -----------------

Net cash used in investing activities                                                          (11,156,698)             (13,658,807)
                                                                                         --------------------      -----------------

CASH FLOWS FROM FINANCING ACTIVITIES
Cash dividends                                                                                  (1,501,234)              (1,495,905)
Payments on senior notes                                                                       (12,727,272)              (3,636,364)
Additional borrowing on lines of credit, net                                                    19,404,045               12,455,516
Net proceeds from exercise of stock options                                                        382,356                   75,022
                                                                                         --------------------      -----------------

Net cash provided by financing activities                                                        5,557,895                7,398,269
                                                                                         --------------------      -----------------

Increase (decrease) in cash and cash equivalents                                                   112,754                     (738)

Cash and cash equivalents:
Beginning                                                                                          198,540                   42,890
                                                                                         --------------------      -----------------

Ending                                                                               $             311,294    $              42,152
                                                                                         ====================      =================
</TABLE>

See Notes to Condensed Consolidated Financial Statements.

                                       6
<PAGE>

                           CFW COMMUNICATIONS COMPANY

            Condensed Consolidated Statement of Shareholders' Equity


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

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

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

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

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

Comprehensive income:
     Net Income                                                                     4,377,425
     Reversal of unrealized gain on
     securities sold, net of $2.6
     million of 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

Comprehensive income:
     Net Income                                                                      (519,601)
     Unrealized gain on securities
     available for sale, net of $14.0
     million of deferred tax obligation                                                            21,855,547
     Comprehensive income                                                                                                21,335,946
Cash dividends                                                                     (1,498,361)                           (1,498,361)
Stock options exercised, net                      7,307            52,866                                                    52,866
                                          ---------------    --------------      ---------------  ------------    ------------------

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

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

Balance, March 31, 2000                      13,094,429   $    44,325,492   $      48,932,293    $ 19,446,429      $    112,704,214
                                          ===============    ==============      ===============  =============    =================
</TABLE>
See Notes to Condensed Consolidated Financial Statements.

                                       7
<PAGE>

                           CFW COMMUNICATIONS COMPANY
              Notes to Condensed Consolidated Financial Statements




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

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


(2)     The Company  has 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 1999 Annual Report to Shareholders.  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
---------------------------------------------------------------------------------------------------------------------------------
<S>  <C>
As of and for the three months ended March 31, 2000
Revenues                   $7,969         $2,034       $3,473       $2,873     $3,332          $640       $1,255      $21,576
EBITDA                      5,493            (69)         101        1,056        760           139          498        7,978
Depreciation &
   Amortization             1,025            446          728          319        363           343          482        3,706
Total segment
   Assets                  46,276         26,912       18,864        8,711     13,720        19,861       12,477      146,821
Corporate assets                                                                                                       73,788
                                                                                                                    -------------
Total Assets                                                                                                         $220,609
---------------------------------------------------------------------------------------------------------------------------------
As of and for the three months ended March 31, 1999
Revenues                   $7,701         $1,202         $502       $2,570     $2,874          $728       $1,441      $17,018
EBITDA                      5,399            313         (264)       1,041        325           139          551        7,504
Depreciation &
   amortization               901            267           87          210        280           644          422        2,811
Total segment
   assets                  42,953         15,646        2,329        8,290     13,848        25,426       13,786      122,278
Corporate assets                                                                                                       45,160
                                                                                                                    -------------
Total Assets                                                                                                         $167,438
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(3)     The weighted average number of common shares outstanding, which was used
        to  compute  diluted  net  income  per  share in  accordance  with  FASB
        Statement  No. 128,  Earnings Per Share,  were  increased by 228,996 and
        66,127  shares  for the three  months  ended  March  31,  2000 and 1999,
        respectively,  to reflect  the  assumed  conversion  of  dilutive  stock
        options.  The Company  currently  has  651,030  options  outstanding  to
        acquire  shares  of  common  stock,   of  which  279,076  are  currently
        exercisable.

(4)     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 second quarter of 1999.

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


                                       8
<PAGE>

                           CFW COMMUNICATIONS COMPANY
              Notes to Condensed Consolidated Financial Statements
                                    Continued

<TABLE>
<CAPTION>
                                                                 VA Alliance                               WV Alliance
        (in thousands)                               March 31, 2000     December 31, 1999      March 31, 2000     December 31, 1999
                                                     --------------     -----------------      --------------     -----------------
<S>  <C>
        Current assets                                 $  11,663            $    9,241          $   17,494           $    2,367
        Noncurrent assets                                104,709               111,601              48,764               51,130
        Current liabilities                               11,265                 7,633               7,952                3,076
        Long-term debt                                   116,119               131,478              62,394               51,125
        Redeemable preferred interest                     15,410                15,192                   -                    -
</TABLE>


<TABLE>
<CAPTION>
                                                                 VA Alliance                              WV Alliance
                                                         For the Three Months Ended,              For the Three Months Ended,
                                                     March 31, 2000      March 31, 1999       March 31, 2000       March 31, 1999
                                                     --------------      --------------       --------------       --------------
<S>  <C>
        Net sales                                      $   4,480           $   2,417            $   2,626            $     257
        Gross profit (loss)                                2,164                 584                  291                  (18)
        Net loss applicable to common owners              (7,325)             (6,533)              (4,805)              (2,179)
        Company's share of net loss                       (1,523)             (1,359)              (2,144)                (972)
</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 March
         31, 2000,  the Company has  guaranteed  $57.2 million of the Alliances'
         obligations.


(5)      Acquisition, disposition and investment

        In February 2000, the Company  acquired 4,400 Internet  subscribers from
        Twin County Internet Access (TCIA) for a purchase price of $1.0 million.
        TCIA is located in Galax, VA and serves parts of  Southwestern  Virginia
        and Northern North Carolina.

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

(6)      Income taxes

        The  provision  for income  taxes  differs from the amount of income tax
        determined by applying the applicable Federal statutory rate to earnings
        before income taxes, as a result of the following:

<TABLE>
<CAPTION>
                                                                              March 31, 2000          March 31, 1999
                                                                          -------------------    --------------------
<S>  <C>
          Tax provision at Federal statutory rate                                     34.00%               34.00%
          State income taxes, net of Federal tax benefit                               3.96%                3.96%
          Non deductible goodwill                                                      9.68%                2.30%
          Tax credits, net of basis adjustment                                             -               (3.64%)
                                                                          -------------------    --------------------

                   Anticipated effective tax rate                                     47.64%               36.62%
</TABLE>

        In addition to the increased effective tax rate, the Company is
        anticipating that its current tax provision will be significantly
        greater than prior periods as a result of the recognition of the entire
        tower gain for tax purposes.  However, the effective tax rate will not
        change as a result of this transaction.

                                       9
<PAGE>

                           CFW COMMUNICATIONS COMPANY

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




Three Months Ended March 31, 2000 and 1999


OVERVIEW

CFW Communications Company (CFW or the Company) is an integrated  communications
provider.  The  Company  provides a broad  range of  products  and  services  to
business and  residential  customers in Virginia,  West  Virginia,  Kentucky and
Tennessee.  These communications  products and services include digital personal
communications services (PCS), dial-up Internet access, high-speed data services
such as Digital  Subscriber Line (DSL) and dedicated  service,  local telephone,
long  distance,  cellular,  paging,  wireless  and  wireline  cable  television,
directory  assistance,  competitive  local  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.
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 and West Virginia, a competitive local telephone service
and digital  subscriber  line (DSL) Internet  service.  The Company will further
expand its operations base and its service  offerings in new markets  throughout
2000.

As a result of the  Company's  increasing  focus on and growth in  digital  PCS,
Internet access and competitive  local telephone (CLEC) services,  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 2000, 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. 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 as 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 PCS radio spectrum licenses for markets with an aggregate population of
5.4 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,  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'  digital  products,  the Alliances are generating
significant  operating  losses  which are  expected to  continue in 2000.  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.

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 2000;  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
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.

                                       10
<PAGE>

                           CFW COMMUNICATIONS COMPANY

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



RESULTS OF OPERATIONS

The Company had net income of $0.05 million,  or $0.004 per share, for the first
quarter 2000. This represents a 96% decrease from net income of $1.3 million, or
$.102 per share for the first quarter 1999.  Net income for the first quarter of
2000  included a $3.7 million loss ($1.9 million loss  after-tax),  up from $2.3
million ($1.4 million loss after-tax) in the first quarter of 1999,  relating to
the  Company's  share of losses  from our PCS  investments  which  provides  PCS
throughout the Company's Virginia and West Virginia  marketplace.

Operating  revenues were $21.6 million for the three months ended March 31, 2000
which is a 27% increase over  operating  revenues of $17.0 million for the three
months  ended  March  31,  1999  and up 11%  over the  fourth  quarter  of 1999.
Operating  cash  flows  for the three  months  ended  March  31,  2000 were $8.0
million,  a 6% increase  over first  quarter 1999  operating  cash flows of $7.5
million.  Operating  income for the three  months  ended March 31, 2000 was $4.3
million, a 9% decrease from first quarter 1999 operating income of $4.7 million.

These  results  reflect  customer  growth from our  wireless,  CLEC and Internet
businesses,  with customers from these services  totaling 94,900 as of March 31,
2000, a 56,900  customer  increase or 150% over March 31, 1999. This growth came
from internal  growth and expansion  throughout our region in PCS,  Internet and
CLEC and from  Internet  acquisitions.  Operating  cash flows  increased  due to
improved cash flow from Internet and directory  assistance  partially  offset by
CLEC start-up  losses which are  significant  in the new West Virginia  markets.
Operating income  decreased $0.4 million from the prior year comparable  quarter
due to higher levels of depreciation  and  amortization  generated from 1999 and
2000  Internet  acquisitions  and from the  capital  investments  in our  growth
businesses and the underlying supporting infrastructure.

OPERATING REVENUES

The total operating  revenue  increase of $4.6 million was fueled primarily by a
$3.0 million  increase in the Internet  business and a $0.8 million  increase in
network and CLEC. Also, directory assistance, telephone and wireless contributed
$0.5  million,  $0.3 million and $0.2  million,  respectively.  Internet and DSL
customers  grew to 54,400 as of March 31, 2000, an increase of 43,900  customers
over March 31, 1999.  Internet  customer growth from  acquisitions  accounts for
33,500 of this total and the balance is from  internal  growth.  CLEC  customers
totaled  8,900 as of March 31, 2000 which  represents  an increase of 8,000
customers from the prior year comparable quarter.

WIRELINE COMMUNICATIONS

Revenues from the Company's wireline operations, which include telephone
revenues, fiber optic network usage and wireline cable revenues, increased $4.1
million or 42% for the three months ended March 31, 2000 versus the comparable
1999 period. As mentioned above, Internet accounted for $3.0 million of this
with network and telephone accounting for $0.8 million and $0.3 million,
respectively. Internet revenue growth was attributable to acquisitions, internal
customer growth and improved unit revenues. Network revenues includes revenues
from fiber optic network usage, CLEC, and long distance. $1.0 million of the
network increase was from CLEC revenues which totaled $1.3 million as of March
31, 2000. Telephone revenues includes local service, access and toll services,
directory advertising and calling feature revenues. The 3% increase in telephone
revenues was due to a period to period increase in access minutes of 13% and
access lines of 3%. Access lines totaled 38,300 as of March 31, 2000.

WIRELESS COMMUNICATIONS

Wireless  communications  is  comprised of cellular,  digital PCS,  paging,  and
voicemail and wireless  cable.  Revenues from these  operations  increased  $0.2
million or 7% and  customers  grew 8% for the three  months ended March 31, 2000
versus 1999. The Company had a combined  67,100  wireless  customers as of March
31, 2000.  Revenues from cellular,  paging and voicemail,  including access, air
time,  and roaming  charges,  increased $0.3 million or 12% for this three month
period over the comparable period in the prior year. Access, airtime and roaming
revenues were up $0.7 million,  partially  offset by the related  direct cost of
sales and $0.1 million increase in phone subsidies from a higher customer growth
rate.

                                       11
<PAGE>

                           CFW COMMUNICATIONS COMPANY

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



DIRECTORY ASSISTANCE

Directory  assistance revenue increased $0.5 million or 16% for the three months
ended March 31, 2000 versus the three months ended March 31, 1999, despite a 20%
decline in call  volume.  The 20% call volume  decline was  attributable  to the
impact of call around  plans versus  traditional  directory  assistance  traffic
being handled at our two call centers.  New national  directory  assistance call
volume  increased by 1.7 million calls or 230% over the prior year. The national
directory  assistance offerings involve higher levels of service and price which
offset revenue declines from traditional  directory  assistance.  In addition, a
new  contract  was  entered  into with AT&T in the  first  quarter  of 2000 that
included a price increase for traditional directory assistance.

OTHER COMMUNICATIONS SERVICES

Other  communications  services  revenue 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  decreased  $0.2  million for the first  quarter 2000 versus the
first quarter of 1999.  Revenues from phone systems sales and services decreased
$0.2 million due to a shift in marketing and sales  efforts from this  business.
The Company's revenues from rentals,  primarily for company owned assets,  which
are being used by the Alliances, remained unchanged.

OPERATING EXPENSES

Operating  expenses  increased  $4.1  million or 43% for the three month  period
ended March 31, 2000 as compared to the same period in 1999.  Of this  increase,
$4.0 million represented period to period increases in the operating expenses of
the  wireline  businesses.  Within the wireline  business,  Internet and network
comprised $2.6 million and $1.2 million,  respectively,  of the total  increase.
$2.3 million of the Internet  increase came from  operations  acquired after the
first quarter of 1999. The network  operating  expense  increased as a result of
the expenses  associated  with  increased  fiber builds and those start-up costs
associated  with  launching or preparing to launch CLEC in new Virginia and West
Virginia markets.

MAINTENANCE AND SUPPORT EXPENSE

Maintenance  and  support  expense,   which  includes   property  and  equipment
maintenance, general engineering and general administration of plant operations,
increased  $2.6  million or 78% for the three months ended March 31, 2000 versus
the comparable period of the prior year. Of this increase,  $1.8 million is from
the Internet  acquisitions,  most of which  occurred in the second half of 1999.
Additionally,  network  maintenance and support expenses  increased $0.7 million
primarily due to CLEC rollout and engineering and operations support growth.


DEPRECIATION AND AMORTIZATION EXPENSE

Depreciation  and  amortization  expense  increased  $0.9 million or 32% for the
three months ended March 31, 2000 versus the comparable  period in 1999. This is
due to a period to period  increase in the property and equipment  asset base of
approximately  19%, from $153 million as of March 31, 1999 to $182 million as of
March 31, 2000.  Also, the Company realized an increase in cost in excess of net
assets of businesses acquired, or goodwill, of $12.5 million, from $14.3 million
as of March 31, 1999 to $26.8  million as of March 31,  2000.  Depreciation  and
amortization as a percent of the related assets increased from 1.7% in the first
quarter of 1999 to 1.8% in the first  quarter of 2000.  This  increase is due to
shift in the  composition  of the asset base to more network plant and equipment
and a higher amount of goodwill which carry shorter lives.


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
17% for the three  month  period  ended March 31, 2000 versus the same period of
the prior year.  Internet  operations  and network  increased $0.7 million ($0.3
million from  acquisitions) and $0.4 million,  respectively.  The growth in this
area relates  primarily  to marketing  and sales  activities  and customer  care
growth in line with the related revenue  growth.  These increases were partially
offset by a decrease in directory assistance customer operations expense of $0.2
million.  This  decreased due to the lower call volume and the absence of start-
up costs  incurred  in the  first  quarter  of 1999  associated  with the
national database services and the Winchester, VA call center.

                                       12
<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  $0.7  million or 43% for the three month  period ended March 31, 2000
versus the three month  period  ended March 31,  1999.  Of this  increase,  $0.3
million related to acquired  Internet  operations and the remaining $0.4 million
represents growth in the corporate infrastructure.  The corporate infrastructure
growth is  commensurate  with the  significant  customer  growth and  geographic
expansion.


EQUITY LOSS FROM PCS INVESTEES

The Company's  share of losses from the VA PCS Alliance was $1.5 million for the
first  quarter of 2000,  an increase of $0.2 million  from the first  quarter of
1999. The Company has a 21% common  ownership  interest in the VA Alliance.  The
Company's share of losses from the WV PCS Alliance,  which commenced  operations
in the latter part of the third  quarter of 1998 and expanded  significantly  in
the second  quarter of 1999,  was $2.1 million for the first quarter of 2000, an
increase of $1.2 million over the first  quarter of 1999.  The Company has a 45%
common ownership  interest in the WV Alliance.  Combined  customer growth during
the first quarter of 2000 totaled  11,000  customers.  This compares to combined
customer growth in the first quarter of 1999 of 6,200 customers.  Gross revenues
for the first  quarter of 2000 were $4.5  million  for VA PCS,  compared to $2.4
million for the first quarter of 1999, and $2.6 million for WV PCS,  compared to
$0.3 million in the first quarter of 1999. These increases,  coupled with higher
handset trade-in  activity  associated with the introduction of next generation,
dual mode and data capable handset models, resulted in higher phone subsidies of
$2.3 million as compared to $1.0  million for the three  months ended March 31,
2000 and 1999, respectively.


INCOME TAXES

Income taxes decreased $0.7 million for the three months ended March 31, 2000 as
compared to the same periods in 1999 due to the change in the pre-tax income for
the comparable  periods.  Additionally,  the effective rate changed from 37% for
the first  quarter  of 1999 to 48% for the first  quarter  of 2000 (Note 6). The
higher  effective  tax rate  results  from  non-deductible  goodwill  from  1999
Internet  acquisitions being added back to a lower income level due to increased
PCS losses.


LIQUIDITY AND CAPITAL RESOURCES

In the three  months  ended  March 31,  2000,  net cash  provided  by  operating
activities  was  $5.7  million.   Principal  changes  in  operating  assets  and
liabilities were as follows:  Income taxes changed from a receivable position in
the  first  quarter  of 1999 to a  significant  payables  position  in the first
quarter of 2000,  a net change of $3.3 million and  accounts  payable  decreased
$1.5  million.  The income tax  change  was a result of the  Company's  share of
taxable income associated with the Alliances sale of tower assets (Note 5).

The  Company's  investing  activities  for the three months ended March 31, 2000
aggregated  $11.2 million and included $7.7 million for the purchase of property
and equipment, $4.1 million of which represents telephone,  network and Internet
circuit  and network  related  electronic  equipment,  $0.5  million  relates to
building and landscape and $0.4 million relates to billing software. The Company
also invested an additional  $3.9 million in the Alliances and advanced  another
$2.0 million to the Alliances.  The Company  received $3.2 million from the sale
of 10 towers (Note 5). The Company  acquired  customers and certain assets of an
Internet company (Note 5) for $0.7 million.

Net cash used for financing activities for the three months ended March 31, 2000
aggregated  $5.6 million which  represents  payment of dividends on  outstanding
capital stock of $1.5 million, a redemption payment on the senior notes of $12.7
million  (see  Note 5 in the 1999  Annual  Report to  Shareholders),  additional
borrowing  under lines of credit  totaling  $19.4  million and proceeds from the
exercise of stock options totaling $0.4 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 4).  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 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 of $60 million.

                                       13
<PAGE>

                           CFW COMMUNICATIONS COMPANY

                           PART II. OTHER INFORMATION


Item 1.  Legal Proceedings

        In June 1999, the Company  commenced an  arbitration  against the vendor
        who  provided  the  Company's  previous  PCS billing  system.  The claim
        alleges that the vendor  breachedcertain  agreements and committed fraud
        in relation to its installation  andmaintenance  of billing software for
        the Company.  The claim seeks in excess of $2.8  million in damages.  In
        April 2000,  the vendor  fileda  response to the claim and, in addition,
        filed  counterclaimsseeking  damages  from the  Company  relating to the
        installation   and  maintenance   ofthe  same  software.   The  vendor's
        counterclaims  exceed $2.5 million in damages. The Company will continue
        to pursue its  claims  against  the  vendor and believes that the
        counterclaims asserted by the vendor are without merit.

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

         None

Item 5.  Other Information

         Not applicable

Item 6.  Exhibits and Reports on Form 8-K

         (A) Exhibits

             (27) Financial Data Schedule

         (B) Reports on Form 8-K - Form 8-K pertaining to the Company's
Shareholders Rights Plan was filed  February  29, 2000 and is incorporated
herein by reference.



                                       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


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








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

                                       15