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, 1999            Commission File No. 0-16751
                      ------------------                             ---------

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


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



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


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


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


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

                                    Yes_x_No___

                     (APPLICABLE ONLY TO CORPORATE ISSUERS)

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



Class    COMMON STOCK, NO PAR VALUE         Outstanding 5/13/99     13,036,416
         --------------------------                                 ----------


<PAGE>
<TABLE>
                                            CFW COMMUNICATIONS COMPANY


                                                     I N D E X



                                                                                                        Page
                                                                                                       Number
                                                                                                       ------
<S> <C>
PART I. FINANCIAL INFORMATION

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


         Condensed Consolidated Statements of Income, Three Months Ended March
         31, 1999 and 1998                                                                                5


         Condensed Consolidated Statements of Cash Flows, Three Months Ended
         March 31, 1999 and 1998                                                                          6


         Condensed Consolidated Statements of Shareholders' Equity, Three
         Months Ended March 31, 1999 and Each of the Calendar Quarters in the
         Year Ended December 31,1998                                                                      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
</TABLE>



<PAGE>
<TABLE>

                                            CFW COMMUNICATIONS COMPANY

                                       Condensed Consolidated Balance Sheets


<CAPTION>


                                                                                  March 31, 1999              December 31, 1998
                                                                                    (Unaudited)
                                                                                ---------------------       --------------------
ASSETS
<S>                                                                             <C>                         <C>              
Current Assets
     Cash and cash equivalents                                                  $          42,152           $          42,890
     Accounts receivable, net of allowance of $0.7 million ($0.6 million               13,182,492                  12,120,985
       in 1998)
     Receivable from affiliates                                                         3,304,698                   5,681,978
     Materials and supplies                                                             2,401,059                   2,176,895
     Prepaid expenses and other                                                           565,615                     448,775
     Income tax receivable                                                                520,989                     691,221
                                                                                ---------------------       --------------------

                                                                                       20,017,005                  21,162,744
                                                                                ---------------------       --------------------

Securities and Investments                                                             16,448,568                  11,671,417
                                                                                ---------------------       --------------------

Property and Equipment
     Land                                                                               1,957,874                   1,957,874
     Buildings and improvements                                                        19,076,629                  19,007,349
     Network plant and equipment                                                       95,444,426                  93,247,587
     Furniture, fixtures and other equipment                                           21,364,672                  20,022,238
     Radio spectrum licenses                                                           15,468,649                  15,468,649
                                                                                ---------------------       --------------------
         Total in service                                                             153,312,250                 149,703,697
     Under construction                                                                 9,970,984                   3,916,819
                                                                                ---------------------       --------------------

                                                                                      163,283,234                 153,620,516
     Less accumulated depreciation                                                     53,374,976                  50,760,242
                                                                                ---------------------       --------------------

                                                                                      109,908,258                 102,860,274
                                                                                ---------------------       --------------------
Other Assets
     Cost in excess of net assets of business acquired, less accumulated               12,834,000                  12,705,900
       amortization of $1.5 million ($1.4 million in 1998)
     Deferred charges                                                                     482,304                     533,540
     Radio spectrum licenses and license deposits                                       7,748,192                   6,090,791
                                                                                ---------------------       --------------------

                                                                                       21,064,496                  19,330,231
                                                                                ---------------------       --------------------


                                                                                $     167,438,327           $     155,024,666
                                                                                =====================       ====================
</TABLE>



See Notes to Condensed Consolidated Financial Statements.

                                                                3
<PAGE>
<TABLE>
                                            CFW COMMUNICATIONS COMPANY

                                       Condensed Consolidated Balance Sheets

<CAPTION>

                                                                         March 31, 1999           December 31,
                                                                          (unaudited)                 1998
                                                                       -------------------     --------------------
Liabilities and Shareholders' Equity
<S>                                                                    <C>                     <C>               
Current Liabilities
     Accounts payable                                                  $       7,871,644       $        7,042,966
     Customers' deposits                                                         412,048                  400,655
     Advance billings                                                          2,354,804                2,303,696
     Accrued payroll                                                             330,922                1,283,083
     Accrued interest                                                            244,261                  623,412
     Other accrued liabilities                                                 3,143,365                2,490,386
     Deferred revenue                                                          1,385,795                1,221,849
                                                                       -------------------     --------------------

                                                                              15,742,839               15,366,047
                                                                       -------------------     --------------------

Long-Term Debt                                                                28,593,414               19,774,262
                                                                       -------------------     --------------------

Long-term Liabilities
     Deferred income taxes                                                    15,816,092               14,243,872
     Retirement benefits other than pensions                                   9,592,020                9,317,424
     Other                                                                     1,330,167                1,440,157
                                                                       -------------------     --------------------

                                                                              26,738,279               25,001,453
                                                                       -------------------     --------------------

Minority Interests                                                             1,454,173                1,472,419
                                                                       -------------------     --------------------

Commitments

Shareholders' Equity
     Preferred stock, no par                                                           -                        -
     Common stock, no par                                                     43,602,658               43,527,636
     Retained earnings                                                        49,726,670               49,882,849
     Accumulated Other Comprehensive Income, unrealized gain                   1,580,294                        -
       on securities available for sale, net
                                                                       -------------------     --------------------

                                                                              94,909,622               93,410,485
                                                                       -------------------     --------------------


                                                                       $     167,438,327       $      155,024,666
                                                                       ===================     ====================

</TABLE>


See Notes to Condensed Consolidated Financial Statements.


                                                         4
<PAGE>
<TABLE>
                                            CFW COMMUNICATIONS COMPANY

                                    Condensed Consolidated Statements of Income
                                                    (Unaudited)
<CAPTION>

                                                                                          Three Months Ended
                                                                                  March 31,                March 31,
                                                                                     1999                     1998
<S>                                                                           <C>                       <C>            
Operating Revenues
     Wireline communications                                                  $     9,802,114           $     9,211,446
     Wireless communications                                                        3,297,940                 3,159,444
     Directory assistance                                                           2,873,508                 3,269,466
     Other communications services                                                  1,044,065                   594,926

                                                                                   17,017,627                16,235,282

Operating Expenses
     Maintenance and support                                                        3,202,319                 2,642,594
     Depreciation and amortization                                                  2,810,792                 2,493,675
     Customer operations                                                            4,567,246                 3,893,580
     Corporate operations                                                           1,743,817                 1,658,555

                                                                                   12,324,174                10,688,404

Operating Income                                                                    4,693,453                 5,546,878

Other Income (Expenses)
     Other expenses, principally interest                                            (319,086)                 (189,538)
     Interest and dividend income                                                     106,624                    24,839
     Equity loss from PCS investees                                                (2,331,174)                 (895,583)
     Equity income from other wireless investees                                       53,007                     4,506
     Loss on write-down of investment                                                       -                  (270,067)

                                                                                    2,202,824                 4,221,035

Income Taxes                                                                          774,083                 1,636,787

                                                                                    1,428,741                 2,584,248

Minority Interests                                                                    (89,015)                 (134,598)

Net Income                                                                    $     1,339,726           $     2,449,650
-------------------------------------------------------------------------------------------------------------------------


Net income per common share - basic                                           $          0.10           $          0.19
Net income per common share - diluted                                         $          0.10           $          0.19

Average shares outstanding - basic                                                 13,021,737                12,994,323
Average shares outstanding - diluted                                               13,087,864                13,096,162
-------------------------------------------------------------------------------------------------------------------------

Cash dividends per share                                                      $       0.11475           $       0.10875
-------------------------------------------------------------------------------------------------------------------------

</TABLE>

See Notes to Condensed Consolidated Financial Statements.


                                                            5
<PAGE>
<TABLE>

                                                 CFW COMMUNICATIONS COMPANY

                                       Condensed Consolidated Statements of Cash Flows
                                                         (Unaudited)
<CAPTION>
                                                                                           Three Months Ended
                                                                               --------------------------------------------
                                                                                    March 31,                March 31,
                                                                                      1999                      1998
                                                                               --------------------      ------------------
<S>                                                                            <C>                       <C>             
CASH FLOWS FROM OPERATING ACTIVITIES
Net income                                                                     $       1,339,726         $      2,449,650
Adjustments to reconcile net income
     to net cash provided by operating activities:
     Depreciation                                                                      2,654,018                2,358,969
     Amortization                                                                        156,774                  134,706
     Deferred taxes                                                                      603,652                1,187,305
     Retirement benefits other than pensions                                             274,596                  178,592
     Other                                                                                55,420                  116,964
     Equity loss from wireless investees                                               2,278,167                  891,077
     Minority interests, net of distributions                                            (18,246)                 134,598
     Distributions received from investments                                               1,636                      642
     Loss on write-down of investment                                                          -                  270,067
Changes in assets and liabilities from operations:
     (Increase) decrease in accounts receivable                                       (1,061,507)               1,142,985
     (Increase) decrease in materials and supplies                                      (224,164)                  60,079
     (Increase) decrease in other current assets                                        (116,840)                       4
     Decrease in income taxes                                                            170,232                  201,364
     Increase in accounts payable                                                        828,678                  634,402
     Decrease in other accrued liabilities                                              (678,333)              (1,315,176)
     Increase (decrease) in other current liabilities                                     62,501                  (14,800)
                                                                               --------------------      ------------------

Net cash provided by operating activities                                              6,326,310                8,431,428
                                                                               --------------------      ------------------

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment                                                   (9,633,002)              (1,998,323)
Purchase of PCS licenses                                                                 (54,441)                 (69,028)
Investments in PCS alliances                                                          (3,892,138)              (2,059,072)
Repayments from PCS alliances                                                          2,377,280                1,027,145
Acquisition of internet subscribers                                                     (305,447)                   -
Investment in internet service company                                                  (600,000)                   -
Deposit on radio spectrum licenses, net                                               (1,601,615)                (561,000)
Maturities and distributions from (contributions to) other investments                   (15,954)                 199,835
                                                                               --------------------      ------------------

Net cash used in investing activities                                                (13,725,317)              (3,460,443)
                                                                               --------------------      ------------------

CASH FLOWS FROM FINANCING ACTIVITIES
Cash dividends                                                                        (1,495,905)              (1,414,724)
Payments on senior notes                                                              (3,636,364)              (3,636,364)
Additional borrowing (payments) on lines of credit, net                               12,455,516               (1,000,000)
Net proceeds from exercise of stock options                                               75,022                       29
                                                                               --------------------      ------------------

Net cash provided by (used in) financing activities                                    7,398,269               (6,051,059)
                                                                               --------------------      ------------------

Net decrease in cash and cash equivalents                                                   (738)              (1,080,074)

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

Ending                                                                         $          42,152         $        144,273
                                                                               ====================      ==================

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

                                                             6
<PAGE>
<TABLE>

                                            CFW COMMUNICATIONS COMPANY

                             Condensed Consolidated Statement of Shareholders' Equity
<CAPTION>

                                                                                Retained           Accumulated           Total
                                                    Common Stock                Earnings              Other          Shareholders'
                                                                                                  Comprehensive         Equity
                                                                                                     Income
                                              Shares            Amount

<S>                                          <C>             <C>             <C>                <C>                <C>            
Balance, January 1, 1998                     12,986,654      $ 43,420,269    $ 47,035,233       $           -      $    90,455,502

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

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

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

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

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

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

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

Balance, December 31, 1998                   13,016,988        43,527,636      49,882,849                   -           93,410,485

Comprehensive income:
     Net Income                                                                 1,339,726
     Unrealized gain on securities                                                                  1,580,294
       available for sale, net of $1.0
       million deferred tax obligation
     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
                                          ==============     ============= - ==============     ==============     ================
</TABLE>


See Notes to Condensed Consolidated Financial Statements.

                                                                7

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


(1)     In the opinion of the Company, the accompanying  condensed  consolidated
        financial  statements  which are  unaudited,  except  for the  condensed
        consolidated   balance  sheet  dated  December  31,  1998,  contain  all
        adjustments  (consisting of only normal recurring accruals) necessary to
        present fairly the financial  position as of March 31, 1999 and December
        31, 1998 and the results of operations  for the three months ended March
        31,  1999 and 1998 and cash flows for the three  months  ended March 31,
        1999 and 1998.  The results of  operations  for the three  months  ended
        March 31, 1999 and 1998 are not necessarily indicative of the results to
        be expected for the full year.

        Certain  amounts  on the  prior  year  financial  statements  have  been
        reclassified,   with  no  effect  on  net   income,   to  confirm   with
        classifications adopted in 1999.

(2)     The  Company   recognized  a  $0.3  million  ($0.2  million  after  tax)
        impairment loss on its investment in American  Telecasting,  Inc. (ATEL)
        in the first quarter of 1998. At December 31, 1998,  the carrying  value
        of the Company's investment in ATEL was $0.3 million based on the $0.195
        trading price on December 31, 1998.  In the first  quarter of 1999,  the
        Company  recorded an unrealized gain on this investment of $1.6 million,
        net of $1.0  million  deferred  tax  obligation,  based on the $2.00 per
        share  trading  price on March 31, 1999. On April 27, 1999 ATEL reported
        that it had agreed to be acquired by Sprint Corporation,  with each ATEL
        shareholder to receive $6.50 per share in cash.

(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 66,127 and
        101,846  shares  for the three  months  ended  March 31,  1999 and 1998,
        respectively,  to reflect  the  assumed  conversion  of  dilutive  stock
        options.  The Company  currently  has  509,437  options  outstanding  to
        acquire  shares  of  common  stock,   of  which  261,881  are  currently
        exercisable.

(4)     The Company  has adopted  "Statement  of  Position  (SOP) 98-5  Start-Up
        Costs."  This  standard  requires  the  costs  of  start-up  activities,
        including  organization costs, to be expensed as incurred.  The standard
        broadly defines start-up activities as those one-time activities related
        to  opening  a new  facility,  introducing  a new  product  or  service,
        conducting  business in a new territory  and the like.  Adoption of this
        standard  did not have a  material  impact to the  Company's  results of
        operations or the Company's financial position.

(5)     The  Company  has  a 21%  common  ownership  interest  in  Virginia  PCS
        Alliance,  L.C. ("VA Alliance"),  a provider of personal  communications
        services  (PCS)  serving a 1.6  million  populated  area in central  and
        western Virginia.  The Company is managing such build-out  pursuant to a
        service  agreement.  PCS operations began throughout the Virginia region
        in the fourth quarter of 1997.

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

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


                                         March 31, 1999     December 31, 1998
                                         --------------     -----------------
        Current assets                      $  6.5              $  4.1
        Noncurrent assets                    141.9               131.3
        Current liabilities                   19.3                22.7
        Noncurrent liabilities               119.8                98.4
        Redeemable preferred stock            14.6                14.3




                                       8

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

                                                  For the Three Months Ended,
                                              March 31, 1999     March 31, 1998
                                              --------------     --------------
        Net sales                                  $  2.7            $  0.3
        Gross profit (loss)                           0.6              (0.1)
        Net loss applicable to common owners         (8.7)             (4.3)
        Company's share of net loss                  (2.3)             (0.9)

         The Company has entered into guaranty agreements whereby the Company is
         committed  to  provide  guarantees  of  up  to  $50.5  million  of  the
         Alliance's debt and redeemable preferred  obligations.  Such guarantees
         become effective as obligations are incurred by the Alliances. At March
         31, 1999,  the Company has  guaranteed  $42.5 million of the Alliances'
         obligations.


(1)      Acquisitions and investments

        In March 1999,  the Company  acquired 1,400  internet  subscribers  from
        Charleston, WV based WVInter.net for a purchase price of $0.3 million.

        In February  1999,  the Company  invested  $0.6 million for a 10% common
        ownership interests in NetAccess, Inc. (NetAccess),  an internet service
        provider serving East Tennessee and Southwestern Virginia, a 1.5 million
        populated  area.  The Company has an option to purchase the remainder of
        the  outstanding   stock  of  NetAccess  on  comparable  terms,  plus  a
        contingent payment in 2001, based on NetAccess achieving certain defined
        year 2000 earnings levels.  This option will expire on July 31, 1999, if
        unexercised.

        NetAccess has over 13,000 dial-up  internet  subscribers  throughout the
        region,  provides digital subscriber line (DSL) service in 9 markets and
        serves over 200 DSL customers and provides web hosting,  internet design
        services,  private network  connectivity via frame relay, ISDN, and wide
        area ethernet services.


                                       9
<PAGE>
                           CFW COMMUNICATIONS COMPANY

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



Three Months Ended March 31, 1999 and 1998


OVERVIEW

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

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

As a  result  of the  Company's  increasing  focus  on and  growth  in  wireless
communications and other competitive communications related businesses, a larger
percentage  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. Accordingly, management believes operating cash flow is a meaningful
indicator of the Company's performance. Operating cash flows is 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 radio spectrum  licenses for personal  communications  services ("PCS")
for markets with an aggregate  population of five million people. These licenses
have enabled the Company,  as managing member of both  Alliances,  to deploy PCS
services in central and western  Virginia  and central  West  Virginia  and will
enable the Company to provide services in additional  markets in Virginia,  West
Virginia and parts of Maryland, Ohio, Pennsylvania,  Kentucky and Tennessee. The
VA  Alliance  completed  its  first  full year of  operation  in 1998 and the WV
Alliance  commenced  offering PCS services in the Charleston and Huntington,  WV
corridor in the fourth quarter of 1998. The WV Alliance  commenced  offering PCS
services  in the  Clarksburg,  Fairmont  and  Morgantown  corridor in the second
quarter  of 1999.  Throughout  1999,  management  expects  continued  growth  in
revenue, operating cash flows and operating income 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  through the region.  This is expected
to continue.  The Company's  recognition of its share of losses  associated with
its  investments  in the PCS Alliances is expected to be  significant in 1999 as
the Company  recognizes a full year of  operating  losses from both the Virginia
and West Virginia  Alliances.  These losses from equity investments are expected
to exceed net income growth from consolidated  operations and will likely result
in consolidated net income levels below amounts reported in recent years.  These
losses from equity  investments  are also expected to continue into future years
until build-out is completed and a sufficient customer base is established.

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

                                       10
<PAGE>
                           CFW COMMUNICATIONS COMPANY

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

risks  and  uncertainties,  and  that  any  significant  deviations  from  these
assumptions  could cause actual results to differ  materially  from those in the
above and other forward-looking statements.  Forward-looking statements included
herein are as of the date hereof and the Company  undertakes  no  obligation  to
revise or update such  statements to reflect events or  circumstances  after the
date hereof or to reflect the occurrence of unanticipated events.


RESULTS OF OPERATIONS

The Company had net income of $1.3  million,  or $0.10 per share,  for the first
quarter 1999. This represents a 45% decrease from net income of $2.4 million, or
$.19 per share for the first quarter  1998.  Net income for the first quarter of
1999  included a $2.3 million loss ($1.4 million loss  after-tax),  up from $0.9
million ($0.6 million loss after-tax) in the first quarter of 1998,  relating to
the Company's share of losses from our PCS investments  which provides  Personal
Communications  Services  (PCS)  throughout  the  Company's  Virginia  and  West
Virginia  marketplace.  Partially offsetting this was the writedown taken on our
investment  in  American  Telecasting,   Inc.  of  $0.3  million  ($0.2  million
after-tax)  during the first quarter of 1998 with no similar charge in the first
quarter of 1999.  Excluding  these items,  net income for the first quarter 1999
would have been $2.8 million as compared to $3.2  million for the first  quarter
1998.

Operating  revenues were $17.0 million for the three months ended March 31, 1999
which is a 5% increase  over  operating  revenues of $16.2 million for the three
months  ended March 31,  1998.  Operating  cash flows for the three months ended
March 31,  1999  were $7.5  million,  a 7%  decrease  over  first  quarter  1998
operating  cash flows of $8.0  million.  Operating  income for the three  months
ended March 31, 1999 was $4.7  million,  a 15% decrease  from first quarter 1998
operating income of $5.5 million.

These results reflect customer growth with our wireless and internet products of
31% and 106%,  respectively,  and the  addition  of  approximately  900 new CLEC
customers.  Profit margins were significantly impacted by a decline in year over
year directory assistance call volume, by the start-up costs associated with new
products and new market  introductions,  and by increased phone subsidies due to
an increase in the wireless customer growth rate.

OPERATING REVENUES

The total operating  revenue  increase of $0.8 million was fueled primarily by a
$0.4  million  increase in the network  business  and $0.2  million  increase in
wireless.  The network  growth was primarily  due to a $0.3 million  increase in
CLEC  revenue  and  $0.2  million  increase  in  interenet  revenue.  Cellular's
equipment  sales grew $0.2 million and the  combination  of access,  airtime and
roaming grew $0.6 million.  This was partially offset by the related  equipment,
access  and  airtime  costs  of sales  growth.  Directory  assistance  operating
revenues declined $0.4 million or 12% due to a 14% reduction in call volume.

WIRELINE COMMUNICATIONS

Revenues  from  the  Company's  wireline  operations,  which  include  telephone
revenues, fiber optic network usage and wireline cable revenues,  increased $0.6
million or 6% for the three  months  ended March 31, 1999 versus the  comparable
1998 period. As mentioned above,  network revenues,  which include revenues from
carrier access,  CLEC, long distance,  and internet,  increased $0.4 million and
telephone  revenues,  which include  local  service,  access and toll  services,
directory  advertising and calling  feature  revenues were up $0.1 million or 2%
for the first quarter 1999 over 1998.

WIRELESS COMMUNICATIONS

Wireless  communications  is  comprised of cellular,  digital PCS,  paging,  and
voicemail  (collectively  referred to as wireless herein),  other  miscellaneous
wireless revenues and wireless cable.  Revenues from these operations  increased
$0.1  million or 4% for the three  months  ended  March 31,  1999  versus  1998.
Wireless  revenues,  including access,  air time,  roaming charges,  paging, and
voicemail  increased  $0.2  million or 8% for this three  month  period over the
comparable  period in the prior  year.  Excluding  the effect of the  additional
phone  subsidies from a higher  customer growth rate, this revenue stream was up
$0.4 million.

                                       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 declined 12% for the three months ended March 31,
1999 versus the three months ended March 31, 1998.  The 14% call volume  decline
was attributable to the impact of call around plans versus traditional directory
assistance  traffic being handled at our two call centers without sufficient new
business to offset the continued base business decline.  There was,  however,  a
partial offset from new national  directory  assistance  call volume,  a service
introduced in late 1998 and further expanded in March 1999.


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  increased  $0.4  million for the first  quarter 1999 versus the
first quarter of 1998. The Company received rentals  primarily for company owned
assets which are being used by the PCS Alliances.  These revenues increased $0.3
million in the first quarter 1999 versus the first quarter 1998.

OPERATING EXPENSES

Operating  expenses  increased  $1.6  million or 15% for the three month  period
ended March 31, 1999 as compared to the same period in 1998.  Of this  increase,
$0.6 million  represented a period to period increase in the operating  expenses
of the Virginia  network business and $0.3 million pertains to the West Virginia
network  start-up.  This is a result of the operating  expenses  associated with
increased  fiber builds and those  start-up costs  associated  with launching or
preparing to launch  internet,  CLEC, and long distance in new Virginia and West
Virginia geographic markets. Additionally, cellular operating expenses increased
$0.4 million which  represents  costs  associated with the significant  customer
growth. Finally,  directory assistance operating expenses increased $0.2 million
despite  lower call volumes due to training and  development  costs  incurred in
taking on a new national  database  contract and start-up costs  associated with
the new call center being opened in Winchester in the second quarter of 1999.

MAINTENANCE AND SUPPORT EXPENSE

Maintenance  and  support  expense,   which  includes   property  and  equipment
maintenance, general engineering and general administration of plant operations,
increased  $0.6  million or 21% for the three months ended March 31, 1999 versus
the comparable  period of the prior year.  This increase is primarily the result
of increased  access and other  related  costs in support of the revenue  growth
coupled with  start-up  costs  incurred  relative to launching our CLEC and long
distance  services in new geographic  markets and expanding our internet service
offerings.


DEPRECIATION AND AMORTIZATION EXPENSE

Depreciation  and  amortization  expense  increased  $0.3 million or 13% for the
three months ended March 31, 1999 versus the comparable  period in 1998. This is
due to a period to period  increase in the property and equipment  asset base of
approximately  12%, from $137 million as of March 31, 1998 to $153 million as of
March 31, 1999.  Depreciation as a percent of assets remains  unchanged at 1.8%.
The property and equipment  increase was primarily for back office  software and
digital switching hardware and software.


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 $0.7 million or
17% for the three  month  period  ended March 31, 1999 versus the same period of
the prior year.  Cellular  and  directory  assistance  each  accounted  for $0.2
million and the remaining  increase was spread fairly evenly between  telephone,
Virginia network and West Virginia  network.  These increases are due largely to
growth of support functions, primarily customer care, needed to support customer
and revenue growth. As mentioned above,  directory  assistance incurred start-up
costs associated with the new national database services and the new Winchester,
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  $0.1  million for the three month  period ended March 31, 1999 versus
the three month period ended March 31, 1998 which represents normal growth.


EQUITY LOSS FROM PCS INVESTEES

The Company's  share of losses from the VA PCS Alliance was $1.4 million for 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,  was $1.0
million for the first  quarter of 1999.  The Company has a 45% common  ownership
interest in the WV Alliance.  The Company anticipates  increased losses from the
WV Alliance as it commences  providing  PCS services in the northern  portion of
West Virginia and continues its network build-out throughout its license area.


INCOME TAXES

Income taxes decreased $0.9 million for the three months ended March 31, 1999 as
compared to the same periods in 1998.  This is due primarily to the $0.5 million
increase in tax benefit on the increase in equity  losses from the Alliances and
the $0.3 million tax reduction from lower operating  income in the first quarter
of 1999 versus 1998.  The  effective tax rate  decreased  from 40% for the first
quarter 1998 to 37% for the first  quarter of 1999.  This  decrease is primarily
based on restoration and employment tax credits and a lower anticipated rate for
deferred tax reversals.

LIQUIDITY AND CAPITAL RESOURCES

In the three  months  ended  March 31,  1999,  net cash  provided  by  operating
activities  was  $6.3  million.   Principal  changes  in  operating  assets  and
liabilities were as follows:  Accounts receivable  increased $1.0 million due to
the timing of receipts from a significant  customer.  Accounts payable increased
as of March  31,  1999 by $0.8  million  due to the  timing of  payments  at the
respective quarter ends. Other accrued  liabilities  decreased by $0.7 primarily
due  to the  timing  of  annual  bonus  compensation  and  semi-annual  interest
payments.

The  Company's  investing  activities  for the three months ended March 31, 1999
included $9.6 million for the purchase of property and  equipment,  $4.9 million
of  which  represents  software  and  hardware  related  circuit  and  switching
equipment and the related building up-fits for telephone,  network and directory
assistance. Internet equipment required for digital subscriber line services and
to expand the  internet  geographic  market  into West  Virginia  accounted  for
another $0.9 million.  Computer  equipment  and furniture and fixture  additions
accounted  for $1.4  million  of this total  increase.  These  investments  were
necessary for service expansion and  enhancements.  The Company also invested an
additional  $3.9 million in the  Alliances  and placed funds on deposit with the
FCC totaling $1.6 million to enable the Company to  participate  in the Personal
Communication Services (PCS) radio spectrum license re-auction.  Repayments from
the  Alliances  increased  cash  flows by $2.4  million.  Finally,  the  company
invested $0.6 million in NetAccess,  Inc. and acquired internet subscribers from
WVInter.net for $0.3 million (See Note 6).

Net cash used for financing activities for the three months ended March 31, 1999
aggregated  $7.4  million  which  primarily  represents  payment of dividends on
outstanding  capital  stock of $1.5  million,  payment  on senior  notes of $3.6
million and the additional borrowing under lines of credit of $12.4 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 5).  Management  anticipates  that funds  required  for
additional  capital  contributions  to  the  Alliances  will  be  provided  from
increased  cash flow  resulting  from lower  estimated  tax  payments 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.


                                       13
<PAGE>
                           CFW COMMUNICATIONS COMPANY

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

IMPACT OF YEAR 2000

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

The  Company  has  addressed  this issue with a plan  which is  centered  around
several key components: (1) system inventory, (2) third party confirmation,  (3)
internal  systems  review,  (4) compliance  implementation,  (5) testing and (6)
contingency  planning.  Regarding the first component,  the Company  completed a
comprehensive inventory of all its systems (hardware and software) in July 1998.
At the same time,  formal  communication,  through a confirmation  process,  was
initiated with all of the Company's significant suppliers and large customers to
determine the extent to which the Company's  interface systems are vulnerable to
those third parties  failure to resolve their own year 2000 issues.  The Company
has received  responses from  approximately  three-quarters of the confirmations
sent and continues to follow-up on  non-responses  and instances where potential
issues were noted.  Regarding the third  component,  the Company has completed a
comprehensive  review of its computer  systems to identify the internal  systems
that could be  impacted  by the year 2000  issue.  Based on  findings  from this
review,  the Company has developed an  implementation  plan to resolve potential
issues and is in the early to middle stages of  implementing  such a plan.  Both
the second and third  components  were further broken down by category of system
(network systems,  information technology systems and other supporting systems).
Significant  focal areas are the Company's  network/switching  related equipment
and the corporate billing,  customer  provisioning and accounting  systems.  The
final components are testing and contingency planning.  Testing, where feasible,
will span both the internal  systems and systems  interface  with third parties.
Contingency planning is necessary in the event that conversion efforts, customer
compliance  or  any  other   conditions  arise  that  prevent  planned  critical
application  upgrades.  The entire year 2000  project has a targeted  completion
date prior to the end of the third  quarter of 1999.  Completion of this project
includes planned testing of each major exposure area to ensure  compliance.  The
primary area of concern  regarding year 2000  compliance is the  finalization of
the billing system  conversion.  While the Company does not anticipate a problem
completing  this  project  prior to the end of the third  quarter  of 1999,  the
planned completion date for the billing system conversion is two to three months
later  than  originally  anticipated.  No other  significant  plan  changes  are
anticipated.  However,  should the  implementation  of any  contingency  plan be
necessary, the project's completion date and cost could be effected.

Based on it's  findings  and  assessment  to  date,  the  Company  is or will be
performing  certain planned telephone  switching  software upgrades and computer
software and system upgrades, which are being performed primarily to better meet
the business  and growth needs of the Company.  The total year 2000 project cost
estimates are not expected to be material to the Company's  business  operations
or  financial  condition.  The Company  will  continue to review and update this
estimate over the duration of the project.

As mentioned  above,  the Company  expects its year 2000 program to be completed
prior to the end of the third  quarter  of 1999.  It  should  be noted  that the
Company plans to devote all resources  required to resolve any significant  year
2000 issues. However, if the planned modifications and upgrades are not made, or
are not completed on a timely basis, and contingency  plans were to falter,  the
year 2000 issue could have a material  impact on the  operations of the Company.
Also, there can be no assurance that the systems of other companies on which the
Company's  systems  rely will be timely  converted  or that any such  failure to
convert by another  company  would not have an adverse  effect on the  Company's
systems or costs of  upgrades.  The  material  impact on the  operations  of the
Company could include, but not be limited to, interruption of telecommunications
services,  interruption,  error  or  failure  of  the  Company's  customer  care
services,  including  customer  billing,  and  failures of the  Company's  other
information  systems and other  date-sensitive  equipment.  Such failures  could
result in  substantial  customer  claims as well as lost  revenue due to service
interruption,  significant  delays in the billing process and increased  expense
associated with stabilizing operations following such failures.

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


                                       14
<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

                 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 - No reports on
                     Form 8-K have been filed  during the
                     quarter ended March 31, 1999



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








May 14, 1999               s/M. B. Moneymaker
                           -----------------------------------------------------
                           M. B. Moneymaker, Vice President and
                           Chief Financial Officer, Treasurer, and Secretary


                                       16