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, 1997          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                             (IRS 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 3/31/97  12,980,212





<PAGE>



                           CFW COMMUNICATIONS COMPANY


                                    I N D E X





                                                                       Page
                                                                      Number
                                                                      ------

PART  I. FINANCIAL INFORMATION

         Condensed Consolidated Balance Sheets,
         March 31, 1997 and December 31, 1996                          3- 4


         Condensed Consolidated Statements of
         Income, Three Months Ended
         March 31, 1997 and 1996                                          5


         Condensed Consolidated Statements of
         Cash Flows, Three Months Ended
         March 31, 1997 and 1996                                          6


         Notes to Condensed Consolidated
         Financial Statements                                             7


         Management's Discussion and Analysis
         of Financial Condition and Results of
         Operations                                                    8-11


PART II. OTHER INFORMATION                                               12


SIGNATURES                                                             13-14



















<PAGE>
<TABLE>

                                                  PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements

                                                   CFW COMMUNICATIONS COMPANY

                                              Condensed Consolidated Balance Sheets
<CAPTION>
<S> <C>
                                                             ASSETS

                                                                  March 31, 1997                       December 31,
                                                                   (unaudited)                             1996
                                                                   ------------                        ------------
CURRENT ASSETS
  Cash and cash equivalents                                        $  2,855,719                        $  3,003,607
  Accounts receivable, including
    interest receivable                                              10,005,313                           9,441,979
  Note receivable                                                       122,341                             126,062
  Materials and supplies                                              2,035,761                           2,019,836
  Prepaid expenses                                                      373,997                             345,277
  Income taxes receivable                                                     -                             617,067
                                                                   ------------                        ------------
                                                                     15,393,131                          15,553,828
                                                                   ------------                        ------------

SECURITIES AND INVESTMENTS                                           15,127,793                          20,597,270
                                                                   ------------                        ------------

PROPERTY AND EQUIPMENT
  In service                                                        126,082,612                         124,388,071
  Under construction                                                  3,868,800                           2,807,983
                                                                   ------------                        ------------

                                                                    129,951,412                         127,196,054
  Less:  accumulated depreciation                                    39,185,927                          37,162,040
                                                                   ------------                        ------------

                                                                     90,765,485                          90,034,014
                                                                   ------------                        ------------
OTHER ASSETS
  Cost in excess of net assets
    of business acquired, less
    accumulated amortization                                         12,559,606                          12,660,497
  Deferred charges                                                    2,214,422                           2,198,923
  Deposit for PCS licenses                                              360,508                           1,355,347
                                                                   ------------                        ------------
                                                                     15,134,536                          16,214,767
                                                                   ------------                        ------------

      TOTAL ASSETS                                                 $136,420,945                        $142,399,879
                                                                   ============                        ============
</TABLE>

                                                               3


<PAGE>
<TABLE>
                                                   CFW COMMUNICATIONS COMPANY

                                              Condensed Consolidated Balance Sheets

                                              LIABILITIES AND SHAREHOLDERS' EQUITY
<CAPTION>
<S> <C>
                                                                  March 31, 1997                       December 31,
                                                                   (unaudited)                             1996
                                                                   ------------                        ------------
CURRENT LIABILITIES
  Accounts payable                                                 $  2,514,505                        $  3,346,045
  Customers' deposits                                                   492,425                             469,566
  Advance billings                                                    2,086,431                           1,876,808
  Accrued payroll                                                       351,567                           1,007,883
  Accrued interest                                                      382,627                             726,000
  Other accrued liabilities                                           3,573,162                           2,987,816
  Deferred revenue                                                    1,371,699                           1,181,481
  Income taxes payable                                                  739,865                                   -
                                                                   ------------                        ------------
                                                                     11,512,281                          11,595,599
                                                                   ------------                        ------------

LONG-TERM DEBT                                                       21,650,000                          24,000,000
                                                                   ------------                        ------------

LONG-TERM LIABILITIES
  Deferred income taxes                                               9,033,409                          10,702,885
  Retirement benefits other than
    pensions                                                          7,887,915                           7,724,107
  Other                                                               1,471,054                           1,478,467
                                                                   ------------                        ------------
                                                                     18,392,378                          19,905,459
                                                                   ------------                        ------------

MINORITY INTERESTS                                                      983,644                             896,895
                                                                   ------------                        ------------

COMMITMENTS

SHAREHOLDERS' EQUITY
  Preferred stock, no par                                                     -                                   -
  Common stock, no par                                               43,378,440                          43,378,440
  Retained earnings                                                  41,306,274                          40,163,310
  Unrealized gain (loss) on securities
    available for sale, net                                            (802,072)                          2,460,176
                                                                   -------------                       ------------

                                                                     83,882,642                          86,001,926
                                                                   ------------                        ------------

      TOTAL LIABILITIES AND
        SHAREHOLDERS' EQUITY                                       $136,420,945                        $142,399,879
                                                                   ============                        ============
</TABLE>


See accompanying notes to condensed consolidated financial statements.



                                                                4


<PAGE>
<TABLE>

                                                   CFW COMMUNICATIONS COMPANY

                                           Condensed Consolidated Statements of Income
                                                          (Unaudited)
<CAPTION>
<S> <C>
                                                                                 Three Months Ended
                                                                  -------------------------------------------------
                                                                    March 31,                            March 31,
                                                                      1997                                 1996
                                                                  -------------                        ------------
OPERATING REVENUES
  Wireline communications                                          $ 8,313,260                          $ 8,039,533
  Wireless communications                                            2,708,918                            1,966,713
  Directory assistance                                               1,915,587                            1,625,208
  Other communications services                                        528,283                              429,585
                                                                  -------------                        ------------
                                                                    13,466,048                           12,061,039
                                                                  -------------                        ------------

OPERATING EXPENSES
  Maintenance and support                                            2,064,054                            2,347,406
  Depreciation & amortization                                        2,186,362                            1,813,527
  Customer operations                                                3,045,285                            2,747,282
  Corporate operations                                               1,684,006                            1,431,171
                                                                  -------------                        ------------

                                                                     8,979,707                            8,339,386
                                                                  -------------                        ------------

OPERATING INCOME                                                     4,486,341                            3,721,653

OTHER INCOME (EXPENSES)
  Other expense, principally interest                                ( 390,234)                           ( 336,550)
  Interest and dividend income                                          77,267                              143,975
  Equity income from wireless investees                                 62,530                              231,727
                                                                  -------------                        ------------


                                                                     4,235,904                            3,760,805

INCOME TAXES                                                         1,611,006                            1,409,609
                                                                  -------------                        ------------

                                                                     2,624,898                            2,351,196

MINORITY INTERESTS                                                (    144,972)                        (     45,077)
                                                                  -------------                        -------------

NET INCOME                                                         $ 2,479,926                          $ 2,306,119
                                                                  =============                        ============

Net income per share:
  Income before minority interests                                 $     0.201                          $     0.180
  Minority interests                                              (      0.011)                        (      0.003)
                                                                  -------------                        -------------

  Net income                                                       $     0.190                          $     0.177
                                                                  =============                        ============

Average shares outstanding                                          13,061,732                           13,037,097
                                                                  =============                        ============

Cash dividends per share                                           $     0.103                          $     0.098
                                                                  =============                        ============

</TABLE>

See accompanying notes to condensed consolidated financial statements.



                                                               5


<PAGE>
<TABLE>

                                                   CFW COMMUNICATIONS COMPANY

                                        Condensed Consolidated Statements of Cash Flows
                                                          (Unaudited)
<CAPTION>
<S> <C>
                                                                                  Three Months Ended
                                                                  -------------------------------------------------
                                                                     March 31,                            March 31,
                                                                       1997                                 1996
                                                                  ------------                         ------------
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income                                                       $ 2,479,926                          $ 2,306,119
    Adjustments to reconcile net income
      to net cash provided by operating
      activities:
      Depreciation                                                   2,062,418                            1,690,149
      Amortization                                                     123,944                              123,378
      Deferred taxes                                                   407,471                              171,597
      Retirement benefits other than
        pensions, net                                                  163,808                              148,267
      Other                                                            153,883                              316,154
      Distributions received from investments                           70,239                                    -
      Equity income from wireless investees                            (62,530)                            (209,452)
      Minority interests, net of distributions                          86,749                              (47,309)
Changes in assets and liabilities
    from operations:
    (Increase) decrease in accounts
      receivable                                                      (563,334)                             519,646
    (Increase) decrease in materials and                               (15,925)                             360,412
      supplies
    Decrease (increase) in other current
      assets                                                           592,068                              (32,231)
    Decrease in accounts payable                                      (831,540)                          (1,550,436)
    Decrease in other accrued
      liabilities                                                     (763,881)                            (668,172)
    Increase in other current liabilities                              972,347                            1,303,363
                                                                  -------------                        ------------

  Net cash provided by operating activities                          4,875,643                            4,431,485
                                                                  -------------                        ------------

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchases of property and equipment                               (2,793,889)                          (2,726,877)
  Deposit refund for PCS licenses                                    1,344,377                                    -
  Cash flows from securities and investments                           112,943                               21,220
                                                                  -------------                        ------------

  Net cash used in investing activities                             (1,336,569)                          (2,705,657)
                                                                  -------------                        -------------

CASH FLOWS FROM FINANCING ACTIVITIES
  Stock redeemed                                                             -                             (175,313)
  Cash dividends                                                    (1,336,962)                          (1,272,221)
  Principal payments on borrowings                                  (2,350,000)                                   -
  Other, net                                                                 -                                   60
                                                                   ------------                         ------------

  Net cash used in
    financing activities                                            (3,686,962)                          (1,447,474)
                                                                  -------------                        -------------

(Decrease) increase in cash and
    cash equivalents                                                  (147,888)                             278,354

Cash and cash equivalents:
  Beginning                                                          3,003,607                            5,264,986
                                                                  -------------                        ------------

  Ending                                                           $ 2,855,719                          $ 5,543,340
                                                                  =============                        ============
</TABLE>

See accompanying notes to condensed consolidated financial statements.

                                                                6


<PAGE>

                           CFW COMMUNICATIONS COMPANY

              Notes To Condensed Consolidated Financial Statements



(1)  In the opinion of the  Company,  the  accompanying  condensed  consolidated
     financial  statements  which  are  unaudited,   except  for  the  condensed
     consolidated balance sheet dated December 31, 1996, contain all adjustments
     (consisting of only normal recurring  accruals) necessary to present fairly
     the  financial  position as of March 31, 1997 and December 31, 1996 and the
     results of  operations  and cash flows for the three months ended March 31,
     1997 and 1996.

     Certain amounts on the 1996 financial  statements  have been  reclassified,
     with no effect on net income,  to conform with  classifications  adopted in
     1997.

(2)  The results of  operations  for the three  months  ended March 31, 1997 and
     1996 are not  necessarily  indicative of the results to be expected for the
     full year.

(3)  The Company has currently  outstanding 418,422 options to acquire shares of
     common stock, of which 196,008 are currently exercisable. In April 1997 the
     shareholders   approved   the  CFW   Communications   Company   1997  Stock
     Compensation Plan (1997 Plan), which authorizes  issuance of 950,000 shares
     of Common Stock,  under the guidelines of the 1997 Plan.  The  shareholders
     also approved the CFW Communications Company Non-Employee  Directors' Stock
     Option Plan (Director's  Plan),  which  authorizes  25,000 shares of Common
     Stock  to be  issued  upon  the  exercise  of  options  granted  under  the
     Directors' Plan.

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

     The  Company  will adopt FAS 128,  Earnings  Per Share  (EPS),  for periods
     ending after December 15, 1997. This standard  replaces the presentation of
     primary EPS with a  presentation  of basic EPS. The required  change in the
     computation  of EPS is not  expected  to have a  significant  impact on the
     Company's EPS.















                                        7


<PAGE>



                           CFW COMMUNICATIONS COMPANY

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


Three Months Ended March 31, 1997 and 1996

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 in Virginia.  These communications  products
and services include local telephone, cellular and 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,  cable  television,  local  Internet  access,  and various  enhanced
services such as Call Waiting and Caller  Identification.  These activities have
contributed to considerable growth in the Company's operating revenues.

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 flow is commonly used in
the wireless  communications  industry and by financial  analysts and others who
follow the industry to measure operating performance.

Management  expects continued  proportionate  growth in revenue,  operating cash
flows and operating income from its current  consolidated  operations.  However,
lower operating  margins due to start-up costs of newer businesses are expected.
The Company's  recognition of its proportionate  share of losses associated with
the  start-up of Virginia  PCS  Alliance,  L.C.  (Alliance)  and other PCS joint
ventures is expected to offset net income  growth from  consolidated  operations
and reduce net income as a percent of  revenue.  These  losses are  expected  to
continue to grow 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  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 1997; and
achievement  of  build-out,   operational,   and  marketing  plans  relating  to
deployment of PCS services.  Any significant  deviations from these  assumptions
could  cause  actual  results to differ  materially  from those in the above and
other forward-looking statements.

                                        8


<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 $2.5  million,  or $0.19 per share,  for the first
quarter 1997,  an increase of 8% over the net income of $2.3  million,  or $0.18
per share, for the comparable 1996 period. Operating revenues were $13.5 million
for the first  quarter  1997, a 12% increase over first quarter 1996 revenues of
$12.1 million.  Operating income for the first quarter 1997 was $4.5 million,  a
21% increase over first quarter 1996 operating income of $3.7 million. Operating
cash flows for the first  quarter 1997 were $6.7  million,  a 21% increase  over
first quarter 1996 operating cash flows of $5.5 million.

These  results  reflect  strong   contributions   from  CFW's  managed  cellular
operations,  positive cash flow  contributions from wireless cable and growth in
telephone access lines, minutes of use and calling features.

OPERATING REVENUES

Total  operating  revenues  increased  $1.4  million or 12% for the three months
ended March 31, 1997  compared to the three  months  ended March 31,  1996.  The
increase is  primarily  attributable  to cellular and  wireless  cable  customer
growth of 46% and 36%  respectively,  coupled  with 4% growth in access and toll
minutes.

        WIRELINE COMMUNICATIONS

Revenues  from  the  Company's  wireline  operations,  which  include  telephone
revenues,  fiber optic  network  usage and  wireline  cable  revenues  increased
$273,700 or 3% for the three months ended March 31,  1997.  Telephone  revenues,
which include local service, access and toll services, directory advertising and
called feature  revenues were $7.0 million , an increase of $180,100 or 3%. This
revenue  increase was due in part to a 5% increase in access  minutes of use for
the three month  period.  Revenues  from leased fiber optic  capacity  increased
$71,300 or 9% due to a 43% increase in DS-3's  leased.  This increase was offset
by a reduction in lease rates.

        WIRELESS COMMUNICATIONS

Revenues from the Company's  wireless  communications,  which include  cellular,
paging, wireless cable, and other miscellaneous revenues,  increased $742,200 or
38% for the three  months  ended March 31, 1997.  Cellular  revenues,  including
access, airtime and roaming charges,  increased by $572,500 or 41% for the three
month  period due to a 46% growth in the  cellular  customer  base over the same
three months last year.  Wireless cable revenue increased $169,700 or 30% due to
customer growth of 36%. The cable customer growth reflects continued penetration
in the Charlottesville, Shenandoah Valley and Richmond markets.





                                        9


<PAGE>



                           CFW COMMUNICATIONS COMPANY

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

        DIRECTORY ASSISTANCE

The commencement of directory assistance services to customers seeking telephone
numbers in New Jersey during the first quarter generated an additional  $290,400
or an  increase  of 18% in  directory  assistance  revenues  for the first three
months of 1997 as  compared  to the same  period for 1996.  The  addition of New
Jersey is expected  to  generate,  on an  annualized  basis,  over 60% growth in
calling volume.

OPERATING EXPENSES

Operating  expenses  increased  $640,300 or 8% for the three month  period ended
March 31, 1997. Approximately $300,000 of this increase was due to the operating
expenses,  excluding  depreciation and amortization,  of the Company's directory
assistance  service,  which  expanded  to include  New  Jersey  during the first
quarter 1997. Depreciation and amortization expense increased $372,800 or 21% as
a result of capital  additions.  As a percentage  of total  operating  revenues,
total  operating  expenses  decreased  from 69.1% to 66.7% for the three  months
ended March 31, 1997. Expansion of directory assistance  operations,  and strong
wireless  cable and  cellular  customer  growth  have  contributed  to  improved
operating margins for the first three months of 1997.

        MAINTENANCE AND SUPPORT EXPENSE

Maintenance  and  support  expense,   which  includes   property  and  equipment
maintenance, general engineering and general administration of plant operations,
decreased  $283,400  or 12% for the three  months  ended  March 31,  1997.  This
decrease  is  primarily  attributable  to a  decrease  in  pricing  for  network
facilities for the directory assistance service.

        DEPRECIATION AND AMORTIZATION EXPENSE

Depreciation and amortization  expense  increased  $372,800 or 21% for the three
month  period  ended March 31, 1997.  Capital  expenditures  related to wireless
cable  customer  growth  increased   depreciation  by  approximately   $200,000.
Expansion  of  the  fiber  optic  network  for  competitive  access  was  also a
contributing factor to the increase in depreciation and amortization expense.

        CUSTOMER OPERATIONS EXPENSE

Customer  operations  expense,  which includes  marketing,  product  management,
product  advertising,  sales,  publication  of a regional  telephone  directory,
customer services,  directory  assistance  services and local directory services
increased  $298,000 or 11% for the three month period,  reflecting  training and
additional  staff  related to the  expansion of area codes handled for directory
assistance in the New Jersey area.

        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 $252,800 or 18% for the three month period.

                                       10


<PAGE>



                           CFW COMMUNICATIONS COMPANY

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


EQUITY INCOME FROM WIRELESS INVESTEES

Equity income from wireless  investees,  which includes equity earnings from the
Company's  interest  in the  Roanoke and RSA5  cellular  partnerships  decreased
$169,200  or 73% for the first three  months in 1997 as  compared to 1996.  This
decrease is a result of higher  operating costs. In April 1997, the Company sold
its 30% limited interest in the Roanoke MSA cellular partnership to GTE and will
recognize a $5.0 million gain in the second quarter.

INCOME TAXES

Income taxes increased $201,400 for the first quarter of 1997 as compared to the
same period in 1996.  This increase is due to an increase in taxable income from
operations.  The  effective  rate for 1997 is 39% as compared to 38% for 1996. A
reduction in the gross receipts tax credit allowed is the primary reason for the
increased effective tax rate.

MINORITY INTERESTS

Minority  interests  increased  $99,900  or 222%  for the  three  month  period,
reflecting  customer  growth and improved  profitability  from  Company  managed
cellular operations.

LIQUIDITY AND CAPITAL RESOURCES

In the three  months  ended  March 31,  1997,  net cash  provided  by  operating
activities  was  $4.9  million.   Principal  changes  in  operating  assets  and
liabilities  included a $12,800  decrease in current assets excluding cash and a
$83,300 decrease in current liabilities.  Operating liabilities decreased due to
a  decrease  in  accounts  payable,  primarily  related to  payments  on capital
projects.  The  Company's  investing  activities  included  $2.8 million for the
purchase of property and equipment,  including $700,000 for accounting and human
resources software,  and additions attributable to customer expansion throughout
all  operating  divisions.  Other  investing  activities  include a $1.3 million
refund for deposit with FCC for auction of PCS radio spectrum licenses. Net cash
used in financing activities aggregated $3.7 million,  including $2.4 million to
repay funds borrowed on an available line of credit and $1.3 million used to pay
dividends on outstanding capital stock.

Capital  expenditures  for 1997 are expected to approximate 1996 levels in order
for the Company to continue  its growth  trend in  wireless  communications  and
other services.

The  Company  has  entered  into  guaranty  agreements  whereby  the  Company is
committed to provide  guarantees of up to $36.2 million of the  Alliance's  debt
and redeemable preferred obligations,  with such guarantee becoming effective as
obligations  are incurred by the  Alliance.  At March 31, 1997,  the Company has
guaranteed $11.4 million of the Alliance's obligations.




                                       11


<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

             At the regular  Annual Meeting of the  Shareholders  held April 22,
             1997,  directors W.W.  Gibbs,  V, R.S.  Yeago,  Jr., and J.N. Neff,
             being  the same as the  nominees  in the proxy  solicitation,  were
             elected.

             The following  votes were cast for each of the  following  nominees
             for Director or were withheld with respect to such nominees:
<TABLE>
<CAPTION>
<S> <C>
             NOMINEE                            FOR                          WITHHELD                        %
             -------                            ---                          --------                        -
W. W. Gibbs, V                               9,345,553                        99,901                       72.0
J. N. Neff                                   9,310,062                        135,392                      71.7
R. S. Yeago                                  9,353,502                        91,952                       72.6
---------------------------------  -----------------------------  ------------------------------  ----------------------
</TABLE>

             The shareholders approved the CFW Communications Company 1997 Stock
             Compensation Plan. The votes were as follows:

                              FOR           AGAINST           ABSTAIN
                              ---           -------           -------
                           8,091,912        509,785           164,945

             The   shareholders   approved   the  CFW   Communications   Company
             Non-Employee  Directors'  Stock  Option  Plan.  The  votes  were as
             follows:

                              FOR           AGAINST           ABSTAIN
                              ---           -------           -------
                           7,987,636        556,247           164,945

Item 5.      Other Information

             Not applicable

Item 6.      Exhibits And Reports On Form 8-K

             (a)  Exhibits

                  (27)  Financial Data Schedule

             (b)     Reports on Form 8-K - None

                                       12


<PAGE>

                                   SIGNATURES



        Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                           CFW COMMUNICATIONS COMPANY



                                           s/J. S. Quarforth
                                           J. S. Quarforth, President
                                           ------------------------------------
May 12, 1997                               and Chief Executive Officer


                                           s/C. S. Smith
                                           ------------------------------------
                                           C. S. Smith, VP - Administration,
May 12, 1997                               Treasurer and Secretary


                                           S/M. B. Moneymaker
                                           ------------------------------------
                                           M. B. Moneymaker
May 12, 1997                               Vice President - Finance













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