SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549


                                    FORM 10-Q


                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarter ended    September 30, 1998     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 10/13/98  13,013,848

<PAGE>
                           CFW COMMUNICATIONS COMPANY


                                    I N D E X



                                                                        Page
                                                                       Number
                                                                       ------

PART  I. FINANCIAL INFORMATION
        Condensed Consolidated Balance Sheets,
            September 30, 1998 and December 31, 1997                     3-4


        Condensed Consolidated Statements of
        Income, Three and Nine Months Ended
        September 30, 1998 and 1997                                       5


        Condensed Consolidated Statements of
        Cash Flows, Nine Months Ended
        September 30, 1998 and 1997                                       6


        Condensed Consolidated Statements of
        Shareholders' Equity, Nine Months Ended
        September 30, 1998 and the Year Ended 1997                        7


        Notes to Condensed Consolidated Financial
        Statements                                                       8-9


        Management's Discussion and Analysis
        of Financial Condition and Results of
         Operations                                                     10-16


PART II. OTHER INFORMATION                                               17


SIGNATURES                                                              18-19

<PAGE>
<TABLE>

                                            CFW COMMUNICATIONS COMPANY

                                       Condensed Consolidated Balance Sheets

<CAPTION>



------------------------------------------------------------------------------------------------------------------
                                                            September 30,1998                December 31,
                                                                   (Unaudited)                      1997
------------------------------------------------------------------------------------------------------------------
 ASSETS

 Current Assets
 <S>                                                   <C>                              <C>                    
      Cash and cash equivalents                       $                  3,503,236     $             1,224,347
      Accounts receivable                                               11,792,631                  12,931,115
      Materials and supplies                                             1,818,284                   2,039,345
      Prepaid expenses and other                                           703,747                     349,617
------------------------------------------------------------------------------------------------------------------

                                                                        17,817,898                  16,544,424
                                                      -----------------------------------------------------------

 Securities and Investments                                             14,802,878                  16,873,601
------------------------------------------------------------------------------------------------------------------

 Property and Equipment
      In service                                                       141,069,707                 135,689,959
      Under construction                                                 6,059,358                   2,013,191
------------------------------------------------------------------------------------------------------------------

                                                                       147,129,065                 137,703,150
      Less accumulated depreciation                                     48,485,523                  42,032,163
------------------------------------------------------------------------------------------------------------------

                                                                        98,643,542                  95,670,987
                                                      -----------------------------------------------------------
 Other Assets
      Cost in excess of net assets of business                          12,814,246                  13,062,856
 acquired, less accumulated amortization
      Deferred charges                                                   1,773,167                   2,311,206
      Radio spectrum licenses                                            4,913,156                   3,984,455
------------------------------------------------------------------------------------------------------------------

                                                                        19,500,569                  19,358,517
                                                      -----------------------------------------------------------


                                                      $                150,764,887     $           148,447,529
------------------------------------------------------------------------------------------------------------------
</TABLE>


 See Notes to Condensed Consolidated Financial Statements.

                                                        3
<PAGE>
<TABLE>
                                                  CFW COMMUNICATIONS COMPANY

                                             Condensed Consolidated Balance Sheets

<CAPTION>

------------------------------------------------------------------------------------------------------------------------------
                                                                              September 30, 1998            December 31,
                                                                                  (unaudited)                   1997
------------------------------------------------------------------------------------------------------------------------------
LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities
<S>                                                                      <C>                          <C>                  
     Accounts payable                                                    $              5,620,732     $           4,169,282
     Customers' deposits                                                                  432,721                   457,343
     Advance billings                                                                   2,249,233                 2,081,491
     Accrued payroll                                                                    1,170,511                 1,459,821
     Accrued interest                                                                     419,798                   815,622
     Other accrued liabilities                                                          3,240,109                 2,651,719
     Deferred revenue                                                                   1,521,098                 1,329,877
     Income taxes payable                                                                       -                   124,545
------------------------------------------------------------------------------------------------------------------------------

                                                                                       14,654,202                13,089,700
                                                                      --------------------------------------------------------

Long-term Debt                                                                         17,856,397                24,606,160
------------------------------------------------------------------------------------------------------------------------------

Long-term Liabilities
     Deferred income taxes                                                             12,919,967                 9,242,246
     Retirement benefits other than pensions                                            8,966,792                 8,431,688
     Other                                                                              1,447,986                 1,471,543
------------------------------------------------------------------------------------------------------------------------------

                                                                                       23,334,745                19,145,477
                                                                      --------------------------------------------------------

Minority Interests                                                                      1,532,669                 1,150,690
------------------------------------------------------------------------------------------------------------------------------

Commitments

Shareholders' Equity
     Preferred stock, no par                                                                    -                         -
     Common stock, no par                                                              43,504,353                43,420,269
     Retained earnings                                                                 49,882,521                47,035,233
------------------------------------------------------------------------------------------------------------------------------

                                                                                       93,386,874                90,455,502
                                                                      --------------------------------------------------------


                                                                         $            150,764,887     $         148,447,529
------------------------------------------------------------------------------------------------------------------------------
</TABLE>


See Notes to Condensed Consolidated Financial Statements.

                                                              4
<PAGE>
<TABLE>
                                            CFW COMMUNICATIONS COMPANY

                                    Condensed Consolidated Statements of Income
                                                    (Unaudited)
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                                         Three Months Ended                          Nine Months Ended
                                                  September 30,       September 30,         September 30,         September 30,
                                                     1998                 1997                  1998                   1997

Operating Revenues
<S>                                         <C>                  <C>                   <C>                   <C>               
     Wireline communications                $        9,526,529   $        8,580,522    $     27,989,022      $       25,314,414
     Wireless communications                         3,526,203            3,230,325          10,006,504               8,864,393
     Directory assistance                            3,379,243            2,857,631           9,917,092               7,317,606
     Other communications services                     723,684              488,101           2,029,595               1,629,132

                                                    17,155,659           15,156,579          49,942,213              43,125,545

Operating Expenses
     Maintenance and support                         2,754,780            2,453,825           7,989,006               7,020,330
     Depreciation and amortization                   2,655,921            2,255,507           7,636,712               6,673,076
     Customer operations                             4,198,668            3,739,863          12,068,200              10,191,962
     Corporate operations                            1,788,913            1,575,394           5,231,771               5,014,633

                                                    11,398,282           10,024,589          32,925,689              28,900,001

Operating Income                                     5,757,377            5,131,990          17,016,524              14,225,544

Other Income (Expenses)
     Other expenses, principally interest             (122,874)            (368,629)           (483,492)               (950,850)
     Interest and dividend income                       22,202               96,218              78,987                 225,488
     Equity loss from PCS investees                 (1,547,594)             (64,392)         (3,789,224)                (68,519)
     Equity income from other wireless                  59,236               25,375             101,244                  76,791
     investees
     Loss on write-down of investment                 (353,028)                   -            (623,095)                      -
     Gain on sale of investment                              -                    -                   -               5,077,379

                                                     3,815,319            4,820,562          12,300,944              18,585,833

Income Taxes                                         1,462,437            1,752,521           4,728,539               6,954,880

                                                     2,352,882            3,068,041           7,572,405              11,630,953

Minority Interests                                    (178,998)            (174,390)           (480,417)               (351,978)

Net Income                                  $        2,173,884   $        2,893,651    $      7,091,988      $       11,278,975
------------------------------------------------------------------------------------------------------------------------------------


Net income per common share - basic         $             0.17   $             0.22    $           0.55      $            0.87
Net income per common share - diluted       $             0.17   $             0.22    $           0.54      $            0.86

Average shares outstanding - basic                  13,013,848           12,982,748          13,005,791              12,981,759
Average shares outstanding - diluted                13,087,365           13,052,932          13,096,447              13,054,758

------------------------------------------------------------------------------------------------------------------------------------

Cash dividends per share                    $          0.10875   $            0.103    $        0.32625      $           0.309
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

See Notes to Condensed Consolidated Financial Statements.

                                                              5
<PAGE>
<TABLE>
                                            CFW COMMUNICATIONS COMPANY

                                  Condensed Consolidated Statements of Cash Flows
                                                    (Unaudited)
<CAPTION>
    -----------------------------------------------------------------------------------------------------------------------
                                                                                          Nine Months Ended
                                                                              September 30,              September 30,
                                                                                   1998                      1997
    -----------------------------------------------------------------------------------------------------------------------
    CASH FLOWS FROM OPERATING ACTIVITIES
    <S>                                                                <C>                       <C>                   
    Net income                                                         $           7,091,988     $           11,278,975
    Adjustments to reconcile net income
         to net cash provided by operating activities:
         Depreciation                                                              7,110,968                  6,286,805
         Amortization                                                                525,744                    483,168
         Deferred taxes                                                            3,677,721                  1,012,720
         Retirement benefits other than pensions                                     535,104                    529,752
         Other                                                                      (293,991)                   147,188
         Equity from wireless investees                                            3,687,980                     (8,272)
         Minority interests, net of distributions                                     56,237                    203,308
         Distributions received from investments                                     148,855                     99,704
         Loss on  write-down of investment                                           623,095                          -
         Gain on sale of investment                                                        -                 (5,077,378)
    Changes in assets and liabilities from operations:
         Decrease (increase) in accounts receivable                                1,138,484                 (3,479,352)
         Decrease in materials and supplies                                          221,061                    171,728
         (Increase) decrease in other current assets                                (354,130)                   270,997
         Increase (decrease) in accounts payable                                   1,451,450                   (351,765)
         Decrease in other accrued liabilities                                       (96,744)                  (493,104)
         Increase in other current liabilities                                       143,120                  1,351,999
         Decrease in income taxes payable                                           (124,545)                         -
    -----------------------------------------------------------------------------------------------------------------------

    Net cash provided by operating activities                                     25,542,397                 12,426,473
    -----------------------------------------------------------------------------------------------------------------------

    CASH FLOWS FROM INVESTING ACTIVITIES
    Purchases of property and equipment                                           (9,820,763)               (10,835,599)
    Purchases of radio spectrum licenses                                            (417,455)                (4,459,818)
    Investments in PCS alliances                                                  (1,987,860)                  (971,362)
    Investment in national directory assistance
     database provider                                                            (1,000,000)                         -
    Purchase of minority interests                                                         -                 (1,103,481)
    Proceeds from the sale of investment                                                   -                  6,594,399
    Proceeds from sale of mortgage backed securities                                 934,146                    414,337
    Other                                                                            (61,197)                   (32,582)
    -----------------------------------------------------------------------------------------------------------------------

    Net cash used in investing activities                                        (12,353,129)               (10,394,106)
    -----------------------------------------------------------------------------------------------------------------------

    CASH FLOWS FROM FINANCING ACTIVITIES
    Cash dividends                                                                (4,244,700)                (4,011,407)
    Payments on senior notes                                                      (3,749,763)                         -
    Payments on lines of credit, net                                              (3,000,000)                   (50,000)
    Net proceeds from exercise of stock options                                       84,084                        825
    -----------------------------------------------------------------------------------------------------------------------

    Net cash used in financing activities                                        (10,910,379)                (4,060,582)
    -----------------------------------------------------------------------------------------------------------------------

    Increase (decrease) in cash and cash equivalents                               2,278,889                 (2,028,215)

    Cash and cash equivalents:
    Beginning                                                                      1,224,347                  3,003,607
    -----------------------------------------------------------------------------------------------------------------------

    Ending                                                             $           3,503,236     $              975,392
    -----------------------------------------------------------------------------------------------------------------------
</TABLE>
    See Notes to Condensed Consolidated Financial Statements.

                                                             6
<PAGE>
<TABLE>
                                            CFW COMMUNICATIONS COMPANY

                             Condensed Consolidated Statements of Shareholders' Equity
<CAPTION>

-----------------------------------------------------------------------------------------------------------------------------------
                                                        Common Stock                Retained          Accumulated     Comprehensive
                                                                                    Earnings             Other           Income
                                                                                                     Comprehensive
                                                                                                         Income
                                                 Shares             Amount

<S>                                              <C>         <C>                <C>              <C>              <C>
Balance, December 31, 1996                       12,980,212  $     43,378,440   $  40,163,310    $   2,460,176

Net Income                                                -                 -       2,479,926                -    $   2,479,926
Unrealized loss on securities                             -                 -               -       (3,262,248)      (3,262,248)
available for sale, net of $2.1 million
deferred tax benefit
Cash dividends                                            -                 -      (1,336,962)               -                -

Balance, Mar 31, 1997                            12,980,212        43,378,440      41,306,274         (802,072)        (782,322)

Net Income                                                -                 -       5,905,398                -        5,905,398
Unrealized loss on securities                             -                 -               -       (1,159,604)      (1,159,604)
available for sale, net of $0.7 million
deferred tax benefit
Cash dividends                                            -                 -      (1,337,217)               -                -

Balance, June  30, 1997                          12,980,212        43,378,440      45,874,455       (1,961,676)       3,963,472

Net Income                                                -                 -       2,893,651                -        2,893,651
Unrealized gain on securities                             -                 -               -          539,251          539,251
available for sale, net of $0.3 million
deferred tax obligation
Cash dividends                                            -                 -      (1,337,228)               -                -
Stock options exercised, net                             62               825               -                -                -

Balance, September 30, 1997                      12,980,274        43,379,265      47,430,878       (1,422,425)       7,396,374

Net Income                                                -                 -         941,957                -          941,957
Reclassification to realized loss,                        -                 -               -        1,422,425        1,422,425
included in net income
Cash dividends                                            -                 -      (1,337,602)               -                -
Stock options exercised, net                          6,380            41,004               -                -                -

Balance, December 31, 1997                       12,986,654        43,420,269      47,035,233                -    $   9,760,756
                                                                                                                  ===============

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

Balance, March 31, 1998                          13,008,934        43,420,298      48,070,159                -        2,449,650

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

Balance, June 30, 1998                           13,013,848        43,504,353      49,123,892                -        4,918,104

Net Income                                                -                 -       2,173,884                -        2,173,884
Cash dividends                                            -                 -      (1,415,255)               -                -
Stock options exercised, net                              -                 -               -                -                -

Balance, September 30, 1998                      13,013,848  $     43,504,353   $  49,882,521                -    $   7,091,988
-----------------------------------------------------------------------------------------------------------------------------------
</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,  1997,  contain  all
        adjustments  (consisting of only normal recurring accruals) necessary to
        present  fairly the  financial  position  as of  September  30, 1998 and
        December 31, 1997 and the results of  operations  for the three and nine
        months  ended  September  30,  1998 and 1997 and cash flows for the nine
        months ended  September 30, 1998 and 1997. The results of operations for
        the three and nine  months  ended  September  30,  1998 and 1997 are not
        necessarily indicative of the results to be expected for the full year.

        Certain amounts on the 1997 financial statements have been reclassified,
        with no effect on net income, to conform with classifications adopted in
        1998.

(2)     The Company  adopted the additional  disclosure  provisions of Financial
        Accounting   Standards  Board  (FASB)   Statement  No.  130,   reporting
        comprehensive  income, in the first quarter of 1998. This  pronouncement
        results in the Company  presenting  in a financial  statement  all items
        required to be recognized  under  accounting  standards as components of
        comprehensive   income.   The  Company  has  elected  to  present   this
        information in the consolidated statements of shareholders' equity.

        The  Company   recognized  a  $2.8  million  ($1.7  million   after-tax)
        impairment loss on its investment in American  Telecasting,  Inc. in the
        fourth quarter of 1997. Accordingly, the unrealized loss of $2.3 million
        before-tax ($1.4 million after tax) was  reclasssified to realized loss.
        Additionally,  the Company  recognized  further impairment losses on its
        investment in American  Telecasting,  Inc. of $0.3 million ($0.2 million
        after-tax)  during the first quarter 1998 and another $0.4 million ($0.2
        million  after-tax)  during the third  quarter 1998.  Management  viewed
        these losses as permanent  impairments and therefore,  these losses were
        realized   in  1998  and,   consequently,   do  not   represent   "other
        comprehensive  income"  on  the  Condensed  Consolidated  Statements  of
        Shareholders' Equity. Subsequent to September 30, 1998, the value of the
        investment  in American  Telecasting,  Inc.  has  declined  another $0.3
        million ($0.2 million after-tax).

(3)     At December  31,  1997,  the  Company  adopted  the  provisions  of FASB
        Statement  No. 128,  Earnings  Per Share,  which  provides  for the dual
        presentation  of basic net income per share and  diluted  net income per
        share.  In order to reflect the  assumed  conversion  of dilutive  stock
        options, the weighted average number of common shares outstanding, which
        was used to compute  diluted  net income per share,  were  increased  by
        73,517 and 70,184  shares for the three months ended  September 30, 1998
        and 1997,  respectively,  and by 90,656 and  72,999  shares for the nine
        months  ended  September  30, 1998 and 1997,  respectively.  The Company
        currently has 473,379  options  outstanding  to acquire shares of common
        stock, of which 228,287 are currently exercisable.

(4)     The  Accounting  Standards  Executive  Committee  issued  "Statement  of
        Position (SOP) 98-5 Start-Up Costs" in June 1998. 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.  The  standard is  effective  for fiscal  years
        beginning after December 15, 1999 and requires that previously  deferred
        start-up  costs be  written-off  through a cumulative  effect  change to
        earnings  when the  standard  is  initially  adopted.  Adoption  of this
        standard  is not  expected  to 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"),  an owner of PCS radio spectrum licenses
        for most of West  Virginia and parts of eastern  Kentucky,  southwestern
        Virginia  and eastern  Ohio.  These  licenses  enable the WV Alliance to

                                       8
<PAGE>

        build-out and operate a system to provide PCS to a 2.0 million populated
        area.  The  Company is  managing  this  build-out  pursuant to a service
        agreement.  The WV Alliance  commenced  operations  in  September  1998,
        offering services along the Charleston and Huntington corridor.

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

                                        September 30, 1998     December 31, 1997
                                        ------------------     -----------------
       Current assets                         $ 7.1                   $ 5.8
       Noncurrent assets                      134.3                   101.6
       Current liabilities                     31.4                    37.5
       Noncurrent liabilities                  88.0                    33.6
       Redeemable preferred stock              12.8                    12.8

                                             For the Nine Months Ended
                                               September 30, 1998
                                               ------------------
        Net sales                                   $   1.8
        Gross profit/(loss)                             0.0
        Net loss applicable to common owners          (17.2)
        Company's share of net loss                    (3.8)


        The Company has entered into guaranty  agreements whereby the Company is
        committed  to  provide  guarantees  of up to  $36.2  million  of  the VA
        Alliance's  debt and redeemable  preferred  obligations  and up to $15.1
        million of the WV  Alliance's  debt  obligations,  with such  guarantees
        becoming  effective as  obligations  are incurred by the  Alliances.  At
        September  30, 1998,  the Company has  guaranteed  $31.1  million of the
        Alliances' obligations.


                                       9
<PAGE>
                           CFW COMMUNICATIONS COMPANY

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

Three and Nine Months Ended September 30, 1998 and 1997


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.  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,  sales and service of
phone systems and alarm installation and monitoring.

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, competitive local exchange
services  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 are
being generated by businesses other than the mature telephone operations.

Operating  cash flows is defined as operating  income  before  depreciation  and
amortization.  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.  Operating cash flows should not
be construed as an alternative to operating income or cash flows from operations
(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 PCS in markets with an aggregate population
of five million  people.  These  licenses have enabled the Company,  as managing
partner of both Alliances,  to deploy PCS in parts of central  Virginia and will
enable  further  deployment in central and western  Virginia,  West Virginia and
parts of Maryland,  Ohio,  Pennsylvania,  Kentucky and Tennessee.  In the fourth
quarter  of 1997,  the VA  Alliance  commenced  providing  PCS to a 1.6  million
populated  area in central  and  western  Virginia.  The WV  Alliance  commenced
construction  of the PCS  network  in West  Virginia  in early  1998  and  began
providing PCS in the Charleston  and  Huntington  corridor in September 1998 and
expects to commence PCS in the Clarksburg,  Fairmont and Morgantown  corridor by
the year's end.

In 1998,  management  expects  continued  proportionate  growth in  revenue  and
operating  cash flows from its  current  consolidated  operations.  The  Company
recognized  losses of approximately  $1.5 million and $3.8 million for the three
and nine  months  ended  September  30,  1998 for its share of  losses  from PCS
partnerships.  The Company's  recognition of its share of losses associated with
its  investments  in PCS  partnerships  is expected  to become more  significant
through the remainder of 1998 and 1999 due to significant  expansion  within the
Virginia  markets  and  recognition  of our share of losses from the WV Alliance
which  commenced   operations  in  September  1998.  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. Losses from equity investments are expected to
continue into future years until build-out is complete and a sufficient customer
base has been 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.  These include,  but are not limited
to,  continuation  of  economic  growth  and demand for  wireless  and  wireline
communications  services;  continuation  at the 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 1998;  the  impact on capital  requirements  and

                                       10
<PAGE>
                           CFW COMMUNICATIONS COMPANY

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

earnings from new business  opportunities and expansion into new markets;  price
erosion from  competitive  activity  not being  greater  than  anticipated;  and
achievement of build-out,  operational,  capital,  financial and marketing plans
relating  to  deployment  of  PCS.   Investors  are  cautioned   that  any  such
forward-looking  statements are not guarantees of future performance and involve
risks  and  uncertainties  and  that  any  significant   deviations  from  these
assumptions  could cause actual results to differ  materially  from those in the
above and other forward-looking statements.  Forward-looking statements included
herein are as of the date hereof and the Company  undertakes  no  obligation  to
revise or update such  statements to reflect events or  circumstances  after the
date hereof or to reflect the occurrence of unanticipated events.


RESULTS OF OPERATIONS

The  Company's  net income for the third  quarter of 1998 was $2.2  million,  or
$0.17 per share, as compared to net income of $2.9 million,  or $0.22 per share,
for the third  quarter of 1997.  Net income  for the nine month  periods  ending
September 30, 1998 and 1997 was $7.1 million and $11.3 million, respectively.

The  Company's  equity  share of PCS losses were $1.5  million and $3.8  million
(before tax),  respectively,  for the three and nine months ended  September 30,
1998. Additionally, further decline in the market price of American Telecasting,
Inc.   prompted   additional   write-downs   in  the  Company's   investment  of
approximately  $0.3 million ($0.2  million  after-tax) in the first quarter 1998
and $0.4 million ($0.2 million  after-tax) in the third quarter 1998. The second
quarter of 1997  included a $5.1 million  ($3.1  million  after tax or $0.24 per
share) gain on the sale of its investment in the Roanoke  Cellular  partnership.
Excluding these items,  net income increased $0.4 million (13%) and $1.6 million
(20%) for the three and nine month  periods  ending  September  30,  1998 versus
September  30, 1997.  These  increases are primarily the result of increased net
income in the telephone, cellular, and directory assistance businesses partially
offset by start-up costs associated with our  commencement of competitive  local
telephone  services (CLEC),  internet and long distance  (LD)services in several
geographic markets.  The third quarter is at a lower percentage growth rate than
the nine month comparison due to the aforementioned start-up costs.

Operating  revenues  were $17.2 million and $49.9 million for the three and nine
months ended  September 30, 1998.  This represents a $2.0 million (13%) and $6.8
million  (16%)  increase over  operating  revenues for the three and nine months
ended  September  30, 1997.  Operating  cash flows for the three and nine months
ended  September 30, 1998 were $8.4 million and $24.7 million,  respectively,  a
$1.0  million  (14%) and $3.8  million  (18%)  increase  over the three and nine
months ended September 30, 1997.  Operating income for the three and nine months
ended  September 30, 1998 was $5.8 million and $17.0  million,  respectively,  a
$0.6 million (12%) and a $2.8 million (20%) increase over the comparable periods
from the prior year. These results reflect continued strong  contributions  from
CFW's managed  cellular  operations,  significant  increases in both revenue and
cash flow  contributions  from directory  assistance due to contract  expansions
during 1997 and subsequent  operating  efficiencies,  growth in telephone access
lines,  increases in minutes of use and calling  features.  As mentioned  above,
this is partially  offset by the start-up  costs  associated  with  expansion of
services into new markets.


OPERATING REVENUES

The total  operating  revenue  increase of $2.0 million and $6.8 million for the
three and nine month  periods ended  September 30, 1998 over  September 30, 1997
was fueled primarily by revenue increases in the directory  assistance  business
of $0.5 million and $2.6 million for these three and nine month periods. This is
attributable  to a 13% and 31% increase in call volume over these three and nine
month  periods  in the  current  year  versus the prior  year due  primarily  to
significant 1997 contract expansions.  Telephone, network and cellular operating
revenues increased $0.6 million, $0.3 million and $0.4 million, respectively for

                                       11
<PAGE>
                           CFW COMMUNICATIONS COMPANY

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

the three  months  ended  September  30, 1998 versus the  comparable  prior year
period and increased $1.6 million,  $1.1 million and $1.2 million,  respectively
for the nine months ended  September 30, 1998 versus the  comparable  prior year
period.  Access minutes and lines grew 12% and 4%, respectively and cellular and
paging  customers  grew 30% over the first  nine  months of 1997.  Additionally,
increased  network  traffic,  internet  customer  growth and  revenues  from the
commencement of CLEC and LD services accounted for the network revenue growth.


WIRELINE COMMUNICATIONS

Revenues  from  the  Company's  wireline  operations,  which  include  telephone
revenues, fiber optic network usage and wireline cable revenues,  increased $0.9
million  (11%)  and $2.7  million  (11%) for the  three  and nine  months  ended
September 30, 1998 versus the comparable 1997 periods. Telephone revenues, which
include local  service,  access and toll  services,  directory  advertising  and
calling  feature  revenues  were $22.8 million for the first nine months of 1998
($7.8 million for the third  quarter  1998).  This  represents an increase of 8%
over the first nine months of 1997 (9% increase over the third quarter 1997).

Network revenues  increased $0.3 million and $1.1 million for the three and nine
month period ended September 30, 1998 versus the comparable  prior year periods.
The  increase  for first nine months of 1998 versus 1997 is due to  increases in
carrier access revenue of $0.3 million generated by increased traffic,  internet
revenue of $0.4 million due to internet  customer growth of 88% and $0.4 million
due to the commencement of competitive  local exchange and long distance for the
first nine months of 1998 versus 1997.


WIRELESS COMMUNICATIONS

Revenues from the Company's  wireless  communications,  which include  cellular,
paging, wireless cable and other miscellaneous revenues,  increased $0.3 million
(9%) and $1.1 million  (13%) for the three and nine months ended  September  30,
1998  versus  1997.  Cellular  revenues,  including  access,  air time,  roaming
charges,  paging and voicemail increased by $0.4 million or 16% and $1.2 million
or 19%  for  the  three  and  nine  month  periods  ended  September  30,  1998,
respectively,  over the comparable period in the prior year reflecting year over
year customer growth of 30%.

DIRECTORY ASSISTANCE

Directory  assistance revenue grew $0.5 million (18%) and $2.6 million (36%) for
the three and nine months ended September 30, 1998 versus the comparable periods
of the prior  year.  Call  volumes for the first nine months of 1998 were up 31%
over the  prior  year due to  contract  expansions  and new  business  generated
throughout  1997,  the most  significant  portion of which occurred in the first
half of 1997.


OPERATING EXPENSES

Operating  expenses  increased $1.4 million (14%) and $4.0 million (14%) for the
three and nine month  periods  ended  September 30, 1998 as compared to the same
periods in 1997. Of this increase,  $1.4 million represented a nine month period
to period increase in the operating expenses of directory assistance.  This is a
23%  increase  over the  same  period  in the  prior  year  and is a  result  of
additional   operating   expenses  necessary  to  support  the  revenue  growth.
Additionally,  network expenses for the first nine months of 1998 increased $1.4
million  (107%)  over the prior  year  comparable  period.  This is due to a 46%
increase in access costs and other material and support  related costs primarily
associated  with  and in  support  of the  internet  growth.  Further,  customer
operations  costs  increased 94% in support of the growth in internet,  CLEC and
LD. As a percent of the related revenue,  the Company's total operating expenses
actually  decreased by less than 1% over the same period in the prior year. This
is due to  improved  operational  efficiencies,  particularly  in the  Company's
directory  assistance  operations which  experienced  significant  growth during
1997. Offsetting these efficiencies were increases in repair and maintenance and
internet  access  costs,  as well as an  increase in the  Company's  non-capital
investment in systems and customer care operations infrastructure to support our
continued  revenue and customer growth and future  expansion plans. In addition,
start-up costs  associated  with deploying new services in existing  markets and
expansion into new markets is expected to continue.

                                       12
<PAGE>
                           CFW COMMUNICATIONS COMPANY

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

MAINTENANCE AND SUPPORT EXPENSE

Maintenance  and  support  expense,   which  includes   property  and  equipment
maintenance, general engineering and general administration of plant operations,
increased  $0.3  million  (12%)  and $1.0  million  (14%) for the three and nine
months ended September 30, 1998 versus the comparable periods of the prior year.
This  increase is  primarily  the result of increased  access and other  related
costs in support of the revenue growth.


DEPRECIATION AND AMORTIZATION EXPENSE

Depreciation  and  amortization  expense  increased  $0.4 million (18%) and $1.0
million (14%) for the three and nine months ended  September 30, 1998 versus the
comparable  periods in 1997.  This is due to a period to period  increase in the
property  and  equipment  asset base which  increased 5% from $134 million as of
September  30, 1997 to $141  million as of  September  30,  1998.  Additionally,
investments in computer software and hardware with shorter depreciable lives has
driven  depreciation  as a percent of the related  assets up from an  annualized
rate of 6.6% to 7.2%.  The  property  and  equipment  increase  was a result  of
capital  growth  to  support  continued  business  expansion  primarily  in  the
Company's  wireless  operations  and directory  assistance  and systems  related
investments  necessary  to allow for the  bundling of certain  services  and the
integration of customer care and other key functions.

CUSTOMER OPERATIONS EXPENSE

Customer  operations  expense,  which  includes  marketing  and  sales,  product
management, product advertising,  publication of a regional telephone directory,
customer services and directory assistance services increased $0.5 million (12%)
and $1.9 million (18%) for the three and nine month periods ended  September 30,
1998 versus the same periods of the prior year.  Directory  assistance increased
$0.1 million (7%) and $1.1 million (25%) over these three and nine month periods
to support the revenue growth. As mentioned above,  customer care costs relating
to the high growth  businesses and the Company's  commitment to further  enhance
customer care operations accounts for the majority of the remaining increase.


CORPORATE OPERATIONS EXPENSE

Corporate operations expense, which includes taxes other than income, executive,
planning,  accounting,   external  relations,  legal,  purchasing,   information
management,  human  resources  and other  general  and  administrative  expenses
increased  $0.2 million for the three and nine months ended  September  30, 1998
versus the  comparable  three and nine month periods in the prior year.  This is
due  to  increased  corporate  infrastructure  requirements  in  support  of the
Company's growth.


EQUITY LOSS FROM PCS INVESTEES

The Company's share of losses from the VA Alliance,  which commenced  operations
in the fourth  quarter of 1997 and WV Alliance,  which  commenced  operations in
late  September  1998,  was $1.5 million and $3.8 million for the three and nine
months ended September 30, 1998. The Company has a 21% common ownership interest
in the VA Alliance and a 45% common ownership interest in the WV Alliance.


INCOME TAXES

Income  taxes  decreased  $0.3  million and $2.2  million for the three and nine
months ended  September  30, 1998 as compared to the same periods in 1997 due to
the taxes  relating  to the 1997 gain on the sale of the  Roanoke  MSA  Cellular
partnership.  The effective tax rate increased slightly, from 38% to 40% for the
first nine  months of 1998  versus  1997 due to an  increase  in  certain  state
minimum tax provisions.

                                       13
<PAGE>
                           CFW COMMUNICATIONS COMPANY

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

LIQUIDITY AND CAPITAL RESOURCES

In the nine months  ended  September  30, 1998,  net cash  provided by operating
activities  was $25.5  million.  The principal  changes in operating  assets and
liabilities was a $1.5 million  increase in accounts payable which is due to the
timing of  payments.  Accounts  receivable  decreased  by $1.1  million due to a
slight improvement in the collection cycle for certain major accounts.

The Company's investing  activities for the nine months ended September 30, 1998
included $9.8 million for the purchase of property and  equipment,  $2.2 million
of which represents  software and hardware related  equipment,  $2.2 million for
land,  building,  furniture  and fixtures and leasehold  improvements  primarily
related to retail  stores and $4.0  million  which  represents  an  increase  in
property and equipment under construction. Primary contributions to the increase
in property and equipment under  construction  were  construction in progress of
the customer care facility ($1.7 million),  information  systems  projects ($0.5
million) and other  telecommunications  electronics  ($0.5  million).  Also, the
Company invested an additional $2.0 million in the VA Alliance and invested $1.0
in a  national  data  base  provider.  Additionally,  a Company  led  consortium
invested $0.6 million in Local Multipoint  Distribution Services (LMDS) spectrum
licenses with a net cash outlay from the Company of $0.3 million.  Finally,  the
Company  liquidated $0.9 million of mortgage  backed  securities to satisfy cash
needs.

Net cash used for financing  activities for the nine months ended  September 30,
1998 aggregated $10.9 million which primarily represents payment of dividends on
outstanding  capital  stock of $4.2  million,  payment  on senior  notes of $3.7
million and the reduction of lines of credit of $3.0 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 investments in the
VA Alliance  and the WV Alliance  during 1998 (Note 4).  Management  anticipates
that funds required for additional capital  contributions to the VA Alliance and
WV Alliance  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 VA  Alliance  and WV  Alliance,  both  limited
liability  companies,  cash flows from operations and borrowings  under existing
lines of credit.


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's  plan was  devised  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 it's
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  two-thirds 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 it's 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

                                       14
<PAGE>
                           CFW COMMUNICATIONS COMPANY

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

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 of June 1,  1999.
Completion of this project  includes planned testing of each major exposure area
to ensure  compliance.  Although no  significant  plan changes are  anticipated,
implementation of any contingency  plan, should it be necessary,  may effect the
project's completion date and cost.

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 by
June 1, 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 continguency 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.

                                       15
<PAGE>
                           CFW COMMUNICATIONS COMPANY

                           PART II. OTHER INFORMATION


Item 1.  Legal Proceedings

                 Not applicable

Item 2.  Changes In Securities

                 Not applicable

Item 3.  Defaults Upon Senior Securities

                 Not applicable

Item 4.  Submission Of Matters To A Vote Of Security Holders

                 Not applicable

Item 5.  Other Information

                 Not applicable

Item 6.  Exhibits and Reports on Form 8-K

                 (A) Exhibits

                     (27) Financial Data Schedule

                 (B) Reports on Form 8-K

                     No reports on Form 8-K have been filed  during the quarter
                     ended 9/30/98.



                                       16
<PAGE>
                                   SIGNATURES


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



                                     CFW COMMUNICATIONS COMPANY





November 13, 1998                    s/J. S. Quarforth                    
                                     -------------------------------------
                                     J. S. Quarforth, President
                                     and Chief Executive Officer








November 13, 1998                    s/M. B. Moneymaker                  
                                     -------------------------------------
                                     M. B. Moneymaker, Vice President and
                                     Chief Financial Officer, Treasurer and
                                     Secretary



                                       17