<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549


                                    FORM 10-Q


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


For the quarter ended    September 30, 2000       Commission File No.  0-16751
                      -----------------------                        -----------

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


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


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



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


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


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

                                    Yes x   No
                                       ---    ---

                     (APPLICABLE ONLY TO CORPORATE ISSUERS)

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



Class    COMMON STOCK, NO PAR VALUE           Outstanding 11/14/00    13,129,653
         --------------------------
<PAGE>

                           CFW COMMUNICATIONS COMPANY


                                    I N D E X



                                                                            Page
                                                                          Number

PART I. FINANCIAL INFORMATION

         Condensed Consolidated Balance Sheets, September 30, 2000 and
         December 31, 1999                                                 3-4


         Condensed  Consolidated  Statements of Income, Three and Nine
         Months Ended September 30, 2000 and 1999                           5


         Condensed  Consolidated  Statements of Cash Flows Nine Months
         Ended September 30, 2000 and 1999                                  6


         Condensed  Consolidated  Statements of Shareholders'  Equity,
         Three and Nine Months Ended September 30, 2000 and 1999            7


         Notes to Condensed Consolidated Financial Statements             8-14


         Management's  Discussion and Analysis of Financial  Condition
         and Results of Operations                                       15-23


PART II. OTHER INFORMATION                                                 24


SIGNATURES                                                               25-26



                                       2
<PAGE>

<TABLE>
                                    CFW COMMUNICATIONS COMPANY

                               Condensed Consolidated Balance Sheets
<CAPTION>

                                                        September 30,
                                                            2000                December 31,
                                                         (Unaudited)                1999
                                                     --------------------   ---------------------
ASSETS
<S>                                                  <C>                    <C>
Current Assets
  Cash and cash equivalents                          $        39,318,550    $           198,240
  Accounts receivable, net of allowance of
    $5.2 million ($1.1 million in 1999)                       25,492,585             12,212,886
  Materials and supplies                                       5,552,622                955,381
  Prepaid expenses and other                                   2,807,669                572,339
  Income tax receivable                                          417,134              1,999,715
  Directory assistance assets                                          -              8,023,326
                                                     --------------------   ---------------------

                                                              73,588,560             23,961,887
                                                     --------------------   ---------------------

Investments and Advances
  Advance to affiliates                                       57,629,800              3,824,585
  Securities and investments                                  24,829,596             39,109,476
  Restricted cash                                             70,258,938                      -

Property and Equipment
  Land and building                                           26,416,750             23,526,095
  Network plant and equipment                                267,288,309            100,938,828
  Furniture, fixtures, and other equipment                    33,147,064             26,158,859
  Radio spectrum licenses                                    383,949,680             15,478,079
                                                     --------------------   ---------------------
     Total in service                                        710,801,803            166,101,861
  Under construction                                          37,797,388              9,124,046
                                                     --------------------   ---------------------

                                                             748,599,191            175,225,907
  Less accumulated depreciation                               69,226,731             55,756,282
                                                     --------------------   ---------------------

                                                             679,372,460            119,469,625
                                                     --------------------   ---------------------

Other Assets

  Goodwill and other intangibles, net of
     accumulated amortization of $5.6 million
     ($2.4 million in 1999)                                  135,302,646             23,411,894
  Deferred charges                                            21,081,717                359,294
  Radio spectrum licenses and license deposits                 7,864,963              7,864,836
                                                     --------------------   ---------------------

                                                             164,249,326             31,636,024
                                                     --------------------   ---------------------

                                                     $     1,069,928,680    $       218,001,597
                                                     ====================   =====================
</TABLE>

See Notes to Condensed Consolidated Financial Statements

                                                3
<PAGE>

<TABLE>
                                    CFW COMMUNCICATIONS COMPANY

                               Condensed Consolidated Balance Sheets
<CAPTION>

                                                 September 30, 2000          December 31, 1999
                                                     (Unaudited)
                                               ------------------------     ---------------------
Liabilities and Shareholders' Equity
<S>                                            <C>                          <C>
Current Liabilities
   Accounts payable                            $          35,742,925        $        9,552,592
   Customers' deposits                                     2,912,379                   448,995
   Advance billings                                        4,821,476                 2,677,044
   Accrued payroll                                         1,975,879                 1,030,413
   Accrued interest                                        9,473,321                   280,151
   Other accrued  liabilities                              9,844,423                 1,617,206
   Deferred revenue                                        4,985,108                 1,835,694
   Directory assistance liabilities                                -                 2,293,799
                                                  ---------------------     ---------------------

                                                          69,755,511                19,735,894
                                                  ---------------------     ---------------------

Long-Term Debt                                           526,463,138                37,684,783
                                                  ---------------------     ---------------------

Long-term Liabilities
   Deferred income taxes                                  46,630,939                31,077,684
   Retirement benefits                                    11,862,833                10,741,020
   Other                                                  12,703,685                   797,175
                                                  ---------------------     ---------------------

                                                          71,197,457                42,615,879
                                                  ---------------------     ---------------------

Minority Interests                                         1,258,439                 1,781,241
                                                  ---------------------     ---------------------

Redeemable and Convertible, Redeemable
  Preferred stock                                        244,423,499                         -
                                                  ---------------------     ---------------------

Commitments

Shareholders' Equity
   Common stock, no par                                   45,038,404                43,943,136
   Stock warrants                                         22,873,680                         -
   Retained earnings                                      78,449,237                50,385,117
   Unrealized gain on securities available
     for sale, net                                        10,469,315                21,855,547
                                                  ---------------------     ---------------------

                                                         156,830,636               116,183,800
                                                  ---------------------     ---------------------

                                               $       1,069,928,680        $      218,001,597
                                               ========================     =====================
</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,
                                                     2000               1999               2000                1999
                                                ----------------  -----------------  ------------------  -----------------

Operating Revenues
<S>                                             <C>               <C>                <C>                 <C>
  Wireline communications                       $   15,287,209    $    11,378,606    $   43,859,715      $   31,380,122
  Wireless communications                           17,460,975          5,623,540        29,158,797          16,095,078
  Other communications services                        675,730          1,107,630         2,533,587           3,164,590
                                                ----------------  -----------------  ------------------  -----------------

                                                    33,423,914         18,109,776        75,552,099          50,639,790
                                                ----------------  -----------------  ------------------  -----------------

Operating Expenses
  Cost of sales                                      5,830,494          2,023,212        10,687,541           5,512,961
  Maintenance and support                            8,880,746          4,045,771        20,487,796          10,181,811
  Depreciation and amortization                     12,223,781          2,887,913        18,975,148           8,086,082
  Asset write-down and impairment charges            5,624,672          2,713,221         5,624,672           2,713,221
  Customer operations                               10,978,067          2,870,465        18,369,006           8,311,927
  Corporate operations                               3,362,407          2,096,037         7,520,627           5,163,161
                                                                                                         -----------------
                                                ----------------  -----------------  ------------------

                                                    46,820,167         16,636,619        81,664,790          39,969,163
                                                ----------------  -----------------  ------------------  -----------------

Operating Income (Loss)                            (13,396,253)         1,473,157        (6,112,691)         10,670,627

Other Income (Expenses)
  Equity loss from PCS investees
     VA PCS Alliances                                 (840,531)        (1,297,807)       (3,679,095)         (4,135,859)
     WV PCS Alliances                               (1,933,520)        (1,403,377)       (5,750,428)         (3,834,606)
  Equity income from other wireless investees           12,036             45,665           110,665             133,431
  Gain on sale of assets                            62,633,282          8,366,378        62,633,282           8,366,378
  Other financing costs                             (6,275,625)                 -        (6,275,625)                  -
  Interest expense                                 (12,278,436)          (399,745)      (13,748,241)         (1,076,261)
  Other income, principally interest                 3,039,371             63,128         3,499,201             193,957
                                                ----------------  -----------------  ------------------  -----------------

                                                    30,960,324          6,847,399        30,677,068          10,317,667

Income Taxes                                        12,316,709          2,274,000        12,229,395           3,470,237
                                                ----------------  -----------------  ------------------  -----------------

                                                    18,643,615          4,573,399        18,447,673           6,847,430

Minority Interests                                           -           (122,586)          105,092            (341,144)
                                                ----------------  -----------------  ------------------  -----------------

Income from continuing operations                   18,643,615          4,450,813        18,342,581           6,506,286

Discontinued operations
  Income (loss) from discontinued operations,
    net of tax                                        (290,545)           (73,388)          396,160             505,973
  Gain on sale of discontinued operations,
    net of tax                                      16,496,984                  -        16,496,984                   -
                                                ----------------  -----------------  ------------------  -----------------

Net Income                                          34,850,054          4,377,425        35,235,725           7,012,259

Dividend requirements on preferred stock             5,670,371                  -         5,670,371                   -
                                                ----------------  -----------------  ------------------  -----------------
Net Income applicable to common shares          $   29,179,683    $     4,377,425    $   29,565,354      $    7,012,259
--------------------------------------------------------------------------------------------------------------------------

Net income from continuing operations
  per common share - basic                      $         1.42    $          0.34    $         1.40      $         0.45
Net income from continuing operations
  per common share - diluted                    $         1.38    $          0.34    $         1.37      $         0.45

Net income per common share - basic             $         2.22    $          0.33    $         2.26      $         0.45
Net income per common share - diluted           $         2.16    $          0.33    $         2.21      $         0.45

Average shares outstanding - basic                  13,127,996         13,050,090        13,098,652          13,037,438
Average shares outstanding - diluted                13,516,271         13,110,152        13,359,373          13,093,342

Cash dividends per common share                 $            -    $       0.11475    $      0.11475      $      0.34425
                                                --------------------------------------------------------------------------
</TABLE>

See Notes to Condensed Consolidated Financial Statements.

                                                             5
<PAGE>
                           CFW COMMUNICATIONS COMPANY

                 Condensed Consolidated Statements of Cash Flows
                                   (unaudited)
<TABLE>
<CAPTION>
                                                                                          Nine Months Ended
                                                                             September 30, 2000       September 30, 1999
                                                                          ------------------------   -------------------
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income                                                                     $   35,235,725         $    7,012,259
Deduct income from discontinued operations                                           (396,160)              (505,973)
Deduct gain on sale of discontinued operations                                    (16,496,984)                     -
                                                                               -----------------      ------------------
Income from continuing operations                                                  18,342,581              6,506,286
Adjustments to reconcile net income to net cash provided by operating
   activities:
   Gain on disposition of assets and investments                                  (62,633,606)            (8,317,646)
   Asset write-down and impairment charges                                          5,624,672              2,713,221
   Depreciation                                                                    16,420,289              7,402,254
   Amortization                                                                     2,554,859                683,828
   Deferred taxes                                                                  22,802,426              2,476,388
   Retirement benefits                                                              1,121,813                 33,919
   Other                                                                            2,004,176                895,248
   Equity loss from PCS Alliances                                                   9,427,897              7,837,034
   Minority interests, net of distributions                                          (522,802)                37,187
   Other equity gains from investees                                                 (576,591)                     -
Changes in assets and liabilities from operations, net of effects of
   acquisitions and dispositions:
   Increase in accounts receivable                                                 (7,443,175)               135,258
   (Increase) decrease in materials and supplies                                      179,612             (2,009,988)
   Increase in other current assets                                                  (503,115)              (703,743)
   Changes in income taxes                                                         (9,495,088)             1,171,380
   Increase in accounts payable                                                     5,668,949               (992,849)
   Increase (decrease) in other accrued liabilities                                 6,504,530               (284,164)
   Increase in other current liabilities                                            4,081,369                273,352
                                                                               =================      ==================
Net cash provided by continuing operations                                         13,558,796             17,856,965
Net cash provided by discontinued operations                                         (543,885)            (2,891,456)
                                                                               -----------------      ------------------
Net cash provided by operating activities                                          13,014,911             14,965,509

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment                                               (34,152,541)           (21,433,647)
Cash payment on purchase of PrimeCo VA                                           (408,643,570)                     -
Investments in restricted cash                                                    (70,258,938)                     -
Proceeds from sale of discontinued operation                                       31,744,225                      -
Purchase of minority interest in cellular partnership                             (10,745,236)                     -
Investments in PCS Alliances                                                      (15,292,138)            (3,892,138)
Repayments from (advances to) PCS Alliances                                       (53,805,215)             4,543,519
Proceeds from sale of tower and investments                                         3,200,000              9,463,434
Purchase of PCS licenses, net of minority interest                                          -             (1,349,898)
Acquisition of internet company and subscribers                                    (1,364,376)            (7,497,652)
Purchase of investments                                                            (5,000,000)                     -
Other                                                                                 381,295                130,954
                                                                               -----------------      ------------------
Net cash used in investing activities                                            (563,936,494)           (20,035,428)
                                                                               -----------------      ------------------

CASH FLOWS FROM FINANCING ACTIVITIES
Cash dividends on common shares                                                    (1,501,234)            (4,492,029)
Payments on senior notes                                                          (12,727,272)            (3,636,364)
Payment of debt financing closing costs                                           (17,721,607)                     -
Proceeds from issuance of preferred stock and warrants                            242,538,128                      -
Proceeds from issuance of long-term debt                                          520,458,884                      -
Payoff of VA PCS Alliance long-term debt                                         (118,570,274)                     -
Additional borrowing (payments) under lines of credit, net                        (23,530,000)            12,893,056
Net proceeds from exercise of stock options                                         1,095,268                362,634
                                                                               -----------------      ------------------
Net cash provided by financing activities                                         590,041,893              5,127,297
                                                                               -----------------      ------------------
Decrease in cash and cash equivalents                                              39,120,310                 57,378
Cash and cash equivalents:
Beginning                                                                             198,240                 42,590
                                                                               -----------------      ------------------

Ending                                                                         $   39,318,550         $       99,968
                                                                               =================      ==================
</TABLE>
See Notes to Condensed Consolidated Financial Statements.

<PAGE>

<TABLE>
                                                     CFW COMMUNICATIONS COMPANY

                                           Consolidated Statements of Shareholders' Equity
<CAPTION>

                                                                                                       Accumulated
                                                                                                          Other           Total
                                               Common Stock                              Retained     Comprehensive    Shareholders'
                                          Shares          Amount         Warrants        Earnings        Income          Equity
                                        ------------  --------------  --------------  --------------  -------------- --------------
<S>                                     <C>           <C>             <C>             <C>             <C>            <C>
Balance, December 31, 1998              13,016,988    $ 43,527,636    $          -    $ 49,882,849    $          -   $ 93,410,485
Comprehensive income:
   Net Income                                                                            1,339,726
   Unrealized gain on securities
     available for sale, net of $1.0
     million of deferred tax obligation                                                                  1,580,294
   Comprehensive income                                                                                                 2,920,020
Cash dividends                                                                          (1,495,905)                    (1,495,905)
Stock options exercised, net                19,428          75,022                                                         75,022
                                        ------------  --------------  --------------  --------------  -------------- --------------
Balance, March 31, 1999                 13,036,416      43,602,658               -      49,726,670       1,580,294     94,909,622
Comprehensive income:
   Net Income                                                                            1,295,108
   Unrealized gain on securities
     available for sale, net of $1.7
     million of deferred tax obligation                                                                  2,719,995
   Comprehensive income                                                                                                 4,015,103
Cash dividends                                                                          (1,498,100)                    (1,498,100)
Stock options exercised, net                 5,663          76,737                                                         76,737
                                        ------------  --------------  --------------  --------------  -------------- --------------
Balance, June 30, 1999                  13,042,079      43,679,395               -      49,523,678       4,300,289     97,503,362
Comprehensive income:
   Net Income                                                                            4,377,425
   Reversal of unrealized gain on
     securities sold, net of $2.6
     million of deferred tax obligation                                                                 (4,300,289)
   Comprehensive income                                                                                                    77,136
Cash dividends                                                                          (1,498,024)                    (1,498,024)
Stock options exercised, net                11,000         210,875                                                        210,875
                                        ------------  --------------  --------------  --------------  -------------- --------------
Balance, September 30, 1999             13,053,079      43,890,270               -      52,403,079               -     96,293,349
Comprehensive income:
   Net Income                                                                             (519,601)
   Unrealized gain on securities
     available for sale, net of $14.0
     million of deferred tax obligation                                                                 21,855,547
   Comprehensive income                                                                                                21,335,946
Cash dividends                                                                          (1,498,361)                    (1,498,361)
Stock options exercised, net                 7,307          52,866                                                         52,866
                                        ------------  --------------  --------------  --------------  -------------- --------------
Balance, December 31, 1999              13,060,386      43,943,136               -      50,385,117      21,855,547     116,183,800
Comprehensive income:
   Net Income                                                                               48,410
   Unrealized loss on securities
     available for sale, net of $1.0
     million of deferred tax benefit                                                                    (2,409,118)
   Comprehensive income                                                                                                (2,360,708)
Cash dividends                                                                          (1,501,234)                    (1,501,234)
Stock options exercised, net                34,043         382,356                                                        382,356
                                        ------------  --------------  --------------  --------------  -------------- --------------
Balance, March 31, 2000                 13,094,429      44,325,492               -      48,932,293      19,446,429     112,704,214
Comprehensive income:
   Net Income                                                                              337,261

   Unrealized loss on securities
     available for sale, net of $0.4
     million of deferred tax benefit                                                                       685,514
   Comprehensive income                                                                                                 1,022,775
Stock options exercised, net                22,124         421,893                                                        421,893
                                        ------------  --------------  --------------  --------------  -------------- --------------
Balance, June 30, 2000                  13,116,553      44,747,385               -      49,269,554      20,131,943     114,148,882
Comprehensive income:
   Net Income                                                                           34,850,054
   Dividend requirements on preferred
     stock                                                                              (5,670,371)
   Unrealized loss on securities
     available for sale, net of $6.1
     million of deferred tax benefit                                                                    (9,662,628)
   Comprehensive income                                                                                                19,517,055
Issuance of warrants                                                    22,873,680                                     22,873,680
Stock options exercised, net                13,100         291,019                                                        291,019
                                        ------------  --------------  --------------  --------------  -------------- --------------
Balance, September 30, 2000             13,129,653    $ 45,038,404    $ 22,873,680    $ 78,449,237    $ 10,469,315   $ 156,830,636
                                        ------------  --------------  --------------  --------------  -------------- --------------
Comprehensive income:
   For the nine months ended September
     30, 2000                                                                                                        $   7,012,259
                                                                                                                     =============
   For the nine months ended September
     30, 1999                                                                                                        $  18,179,122
                                                                                                                     =============
</TABLE>

See Notes to Consolidated Financial Statements.

                                                                 7
<PAGE>

                           CFW COMMUNICATIONS COMPANY
              Notes to Condensed Consolidated Financial Statements


(1)     In the opinion of the Company, the accompanying  condensed  consolidated
        financial  statements  which are  unaudited,  except  for the  condensed
        consolidated  balance  sheet dated  December 31, 1999,  which is derived
        from audited financial statements,  contain all adjustments  (consisting
        of only  normal  recurring  accruals)  necessary  to present  fairly the
        financial  position as of September 30, 2000 and December 31, 1999,  the
        results of operations for the three and nine months ended  September 30,
        2000 and 1999 and cash flows for the nine  months  ended  September  30,
        2000 and 1999.  The results of operations  for the three and nine months
        ended September 30, 2000 and 1999 are not necessarily  indicative of the
        results to be expected for the full year.

        Certain  amounts  on the  prior  year  financial  statements  have  been
        reclassified,   with  no  effect  on  net   income,   to  conform   with
        classifications  adopted in 2000. In prior periods, the Company reported
        wireless revenues net of cost of sales,  primarily handsets.  On June 1,
        2000, the Company  retroactively  revised its reporting to no longer net
        the cost of  sales  for  handsets  and to  present  these  amounts  as a
        separate  component  of  operating  expenses.   Operating  revenues  for
        wireless  communications  were  increased by an identical  amount.  This
        revision  was  made  because,  in the  opinion  of  management,  it more
        appropriately reflects the revenues and costs of its wireless operations
        in accordance with industry practice.

(2)     Prior to the third quarter transactions described in Notes 6,7,8 and 10,
        the Company had five  primary  business  segments  which have  separable
        management focus and  infrastructures  and that offer different products
        and services.  These  segments are described in more detail in Note 2 of
        the  Company's  1999 Annual Report to  Shareholders.  As a result of the
        third  quarter  transactions  noted  above,  the Company has added a new
        segment  referred to as Wireless PCS. This segment  includes the digital
        PCS results of the Company's RSA 6 digital,  VA East and VA PCS Alliance
        PCS  operations.  The  Company's  RSA 6 analog  operations,  which  were
        disposed of in July 2000 (Note 7) and the Company's voicemail and paging
        operations,  both of which  previously  were  reported  under a wireless
        segment,  have  been  included  in Other  column.  Summarized  financial
        information  concerning  all  reportable  segments,  as adjusted for all
        periods for the effect of the Company's  discontinued  operations  (Note
        10), is shown in the following table.
<TABLE>
<CAPTION>
                                   Telephone    Network &     Internet    Wireless PCS      Cable         Other         Total
  (in thousands)                                   CLEC
  --------------------------------------------------------------------------------------------------------------------------------
  For the three months ended September 30, 2000
<S>                                    <C>        <C>          <C>           <C>             <C>         <C>             <C>
  Revenues                             $8,059     $2,681       $4,147        $15,315         $598        $2,624          $33,424
  EBITDA                                5,632         38          432         (2,770)         153           967            4,452
  Depreciation &Amortization            1,075        516        1,361          8,140          311           821           12,224
  Asset write-down charge                   -          -            -          5,625            -             -            5,625

  For the three months ended September 30, 1999
  Revenues                             $7,918     $1,507       $1,552         $1,397         $652        $5,083          $18,109
  EBITDA                                5,371        335         (263)          (724)          30         2,325            7,074
  Depreciation &Amortization              933        329          376             21          517           712            2,888
  Asset impairment charge                   -          -            -              -        2,713             -            2,713

  As of and for the nine months ended September 30, 2000
  Revenues                            $24,049     $7,057      $11,559        $19,430       $1,836       $11,621          $75,552
  EBITDA                               16,611       (238)         823         (4,006)         410         4,887           18,487
  Depreciation &Amortization            3,142      1,466        2,868          8,187          973         2,339           18,975
  Asset write-down charge                   -          -            -          5,625            -             -            5,625
  Total segment
     Assets                            50,913     32,511       20,375        636,466       19,528        46,689          806,482
  Corporate assets                                                                                                       263,447
  Total Assets                                                                                                        $1,069,929

  For the nine months ended September 30, 1999
  Revenues                            $23,428     $3,928       $2,818         $3,491       $2,093       $14,882          $50,640
  EBITDA                               16,396        837         (872)        (2,137)         315         6,931           21,470
  Depreciation & Amortization           2,755        879          611             57        1,797         1,987            8,086
  Asset Impairment Charge                   -          -            -              -        2,713             -            2,713
</TABLE>

(3)     The weighted average number of common shares outstanding, which was used
        to  compute  diluted  net  income  per  share in  accordance  with  FASB
        Statement  No. 128,  Earnings Per Share,  were  increased by 169,796 and
        60,062  shares for the three months ended  September  30, 2000 and 1999,
        respectively, and by 187,363 and 55,904 shares for the nine months ended


                                        8
<PAGE>

                           CFW COMMUNICATIONS COMPANY
              Notes to Condensed Consolidated Financial Statements
                                    Continued


        September  30,  2000 and 1999,  respectively,  to  reflect  the  assumed
        conversion of dilutive stock options.  Additionally,  the Company issued
        stock warrants in July 2000 (Note 6) and the weighted  average number of
        common shares outstanding increased by 218,479 and 73,358 shares for the
        three and nine months ended  September  30, 2000,  respectively,  in the
        computation  of diluted  earnings per share.  The Company  currently has
        806,948  options  outstanding  and 1.3 million  warrants  outstanding to
        acquire shares of common stock. Of these, 257,042 options and no
        warrants are currently exercisable.

(4)     As of  September  30,  2000,  the  Company  had a 65%  common  ownership
        interest in the Virginia PCS Alliance, L.C. (VA Alliance), a provider of
        personal  communications  services (PCS) serving a 1.7 million populated
        area in central  and  western  Virginia.  The  Company is  managing  the
        build-out of this area pursuant to a service  agreement.  PCS operations
        began  throughout the Virginia  region in the fourth quarter of 1997. On
        July 25, 2000,  the Company  converted its preferred  interest to common
        interest  and  exercised  its  right  to fund the  redemption  of the VA
        Alliances' Series A preferred membership interest. Pursuant to this, the
        Company  increased  its common  interest  from 21% to 65% and  commenced
        consolidating the VA Alliance as of July 26, 2000 (Note 8).

        As of  September  30,  2000,  the  Company  had a 45%  common  ownership
        interest in the West Virginia PCS Alliance,  L.C. (WV  Alliance),  a PCS
        provider serving a 2.0 million populated area in West Virginia and parts
        of eastern Kentucky, southwestern Virginia and eastern Ohio. The Company
        is managing the build-out of this area pursuant to a service  agreement.
        The WV  Alliance  commenced  operations  in the fourth  quarter of 1998,
        offering  services  along the  Charleston  and  Huntington  corridor and
        expanded to the northern corridor of West Virginia, including the cities
        of Clarksburg, Fairmont and Morgantown in the second quarter of 1999.

        Summarized  financial  information  for the VA Alliance  and WV Alliance
        ("Alliances") is contained in the table below.
<TABLE>

                                                    Virginia PCS Alliance L.C.
                                                   Condensed Statement of Income
                                                            (Unaudited)
<CAPTION>
    (Dollars in thousands except per share              Three Months Ended                          Nine Months Ended
    ---------------------------------------             ------------------                          -----------------
      amounts)
                                              September 30, 2000   September 30, 1999   September 30, 2000   September 30, 1999
                                             -------------------- -------------------- -------------------- --------------------
<S>                                          <C>                  <C>                  <C>                  <C>
    Operating Revenue
      Subscriber Revenues                    $          3,145     $          2,075     $          8,819     $          5,417
      Wholesale/Roaming Revenues                        2,421                  839                5,357                2,131
      Equipment Revenues                                  265                  240                1,071                  812
      Other Revenues                                      469                  488                1,481                1,464
                                             -------------------- -------------------- -------------------- --------------------
                                                        6,300                3,642               16,728                9,824
                                                                                                      ,
    Operating Expenses, before depreciation
      and amortization
      Cost of Sales                                     2,673                1,565                7,138                4,417
      Maintenance and Support                           2,224                1,607                6,274                4,963
      Customer Operations                               2,668                1,843                7,442                5,697
      Corporate Operations                                698                  398                2,105                1,583
                                             -------------------- -------------------- -------------------- --------------------
                                                        8,263                5,413               22,959               16,660
                                             -------------------- -------------------- -------------------- --------------------

    Operating Cash Flows (EBITDA)                      (1,963)              (1,771)              (6,231)              (6,836)
      Depreciation and Amortization                     2,125                2,642                6,197                7,495
      Asset Write-Down and Impairment                   5,625                    -                5,625                    -
         Charges
                                             -------------------- -------------------- -------------------- --------------------
    Operating Loss                                     (9,713)              (4,413)             (18,053)             (14,331)

    Other Expenses, principally interest,               5,132                1,511               10,439                4,583
      net
                                             -------------------- -------------------- -------------------- --------------------

    Net Loss                                 $        (14,845)    $         (5,924)    $        (28,492)    $        (18,914)
                                             ==================== ==================== ==================== ====================
    Company's Share of Net Loss              $           (841)    $         (1,298)    $         (3,679)    $         (4,136)
                                             ==================== ==================== ==================== ====================
</TABLE>

The above table represents full periods of operation. The Company's share of the
net loss for the third  quarter  2000 and nine months ended  September  30, 2000
shown above  represents the Company's 21% ownership  interest through the period
ending July 25, 2000.  The  operations  of the Virginia PCS Alliance  L.C.  were
consolidated into CFW Communications effective July 26, 2000.



                                        9
<PAGE>

                           CFW COMMUNICATIONS COMPANY
              Notes to Condensed Consolidated Financial Statements
                                    Continued


As a result of the  PrimeCo VA  acquisition  (See Note 6 below) and  planned R&B
merger,  both of which utilize Lucent switch  equipment,  the Company decided to
convert to a uniform Lucent switch equipment platform.  Accordingly, the Company
has  recognized  a $5.6  million  write-down  of its  Motorola  wireless  switch
equipment.

In July 2000,  the  Virginia PCS Alliance  redeemed its $12.9  million  series A
redeemable  preferred stock and entered into a new financing  agreement with the
Company,  using the proceeds  from such  financing  to repay  $118.3  million of
borrowings  from the Rural  Telephone  Finance  Cooperative.  In connection with
these  transactions,  the  Virginia  PCS  Alliance  recognized  $1.5  million of
make-whole finance charges.
<TABLE>
                                                 West Virginia PCS Alliance L.C.
                                                  Condensed Statement of Income
                                                            Unaudited
<CAPTION>
(Dollars in thousands except per share                  Three Months Ended                        Nine Months Ended
---------------------------------------                 ------------------                        -----------------
  amounts)
  --------                                  September 30, 2000   September 30, 1999   September 30, 2000    September 30, 1999
                                           -------------------- -------------------- --------------------  --------------------
<S>                                        <C>                  <C>                  <C>                   <C>
Operating Revenue
  Subscriber Revenues                      $          3,008     $            578     $          7,381      $           985
  Wholesale/Roaming Revenues                            763                  137                1,535                  137
  Equipment Revenues                                    186                  160                  955                  351
  Other Revenues                                          -                    -                    -                    -
                                           -------------------- -------------------- --------------------  --------------------
                                                      3,957                  875                9,871                1,473

Operating Expenses, before depreciation
  and amortization
  Cost of Sales                                       2,197                  702                6,470                1,402
  Maintenance and Support                             1,804                1,110                4,794                2,970
  Customer Operations                                 1,598                  993                5,128                2,568
  Corporate Operations                                  499                  296                1,525                1,302
                                           -------------------- -------------------- --------------------  --------------------
                                                      6,098                3,101               17,917                8,242
                                           -------------------- -------------------- --------------------  --------------------

Operating Cash Flows (EBITDA)                        (2,141)              (2,226)              (8,046)              (6,769)
  Depreciation and Amortization                         550                  613                1,713                1,305
                                           -------------------- -------------------- --------------------  --------------------
Operating Loss                                       (2,691)              (2,839)              (9,759)              (8,074)

Other Expenses, principally interest, net             1,197                  307                2,683                  520
                                           -------------------- -------------------- --------------------  --------------------

Net Loss                                   $         (3,888)    $         (3,146)    $        (12,442)     $        (8,594)
                                           ==================== ==================== ====================  ====================

Company's Share of Net Loss                $         (1,934)    $         (1,403)    $         (5,750)     $        (3,834)
                                           ==================== ==================== ====================  ====================
</TABLE>

The  operations of the West  Virginia PCS Alliance  L.C. are reported  using the
equity  method of accounting by CFW  Communications  for all periods  presented.
Effective upon the planned merger with R&B Communications, the operations of the
West Virginia PCS Alliance L.C. will be consolidated.

In July 2000,  the West  Virginia  PCS  Alliance  entered  into a new  financing
agreement  with the  Company,  using the proceeds  from such  financing to repay
$51.1 million of borrowings from the Rural  Telephone  Finance  Cooperative.  At
September 30, 2000 the $57.5 million had been advanced to the WV Alliance  which
has been  reflected  as  long-term  debt in the table  below and as  Advances to
Affiliates in the Company's  consolidated balance sheet. In connection with this
transaction, the West Virginia PCS Alliance recognized $.3 million of make-whole
finance charges.



                                       10
<PAGE>

                           CFW COMMUNICATIONS COMPANY
              Notes to Condensed Consolidated Financial Statements
                                    Continued

<TABLE>

                         West Virginia PCS Alliance L.C.
                             Condensed Balance Sheet
                                    Unaudited
<CAPTION>
(Dollars in thousands)                         September 30, 2000      December 31, 1999
                                               -------------------     -------------------
Assets
<S>                                            <C>                     <C>
Current Assets                                 $           4,489       $           2,367
Investments                                                    -                   2,506
Property & Equipment, net                                 53,950                  45,422
Other Assets                                               3,117                   3,202
                                               -------------------     ------------------
Total Assets                                   $          61,556       $          53,497
                                               ===================     ==================
Liabilities and Shareholders' Equity
Current Liabilities                            $           3,434       $           3,076
Long-Term Debt                                            57,458                  51,125
Other Long-Term Liabilities                               12,836                       -
Shareholder's' Equity                                    (12,172)                   (704)
                                               -------------------     ------------------
Total Liabilities and Shareholders' Equity     $          61,556       $          53,497
                                               ===================     ==================
</TABLE>

(5)     In February 2000, the Company  acquired 4,400 Internet  subscribers from
        Twin  County  Internet  Access  ("TCIA")  for a  purchase  price of $1.0
        million.  TCIA is located in Galax,  VA and serves parts of Southwestern
        Virginia and Northern North Carolina.  In May 2000, the Company acquired
        2,195 Internet subscribers from Heart of Virginia  Communications,  Inc.
        ("HOVAC")  for a  purchase  price of $0.3  million.  HOVAC is located in
        Farmville, VA.

        In March  2000,  the  Company  sold 10 towers for $3.2  million  and the
        Alliances  sold a total of 123 towers for $38.5  million to Crown Castle
        International Corp ("Crown").  In April 2000, the Alliances sold a total
        of 18  towers  for $5.7  million  to Crown.  In  connection  with  these
        transactions,  the  Company  has  certain  future  leaseback  and  other
        commitments. Accordingly, gains on the sales have been deferred for book
        purposes  and is  being  amortized  over a ten year  expected  leaseback
        period..

(6)     On July 26,  2000,  the  Company  closed on the  acquisition  of PrimeCo
        Personal Communications, L.P. PCS licenses, assets and operations in the
        Richmond and Hampton Roads areas of Virginia  ("PrimeCo VA") for cash of
        $408.6 million,  the assumption of approximately  $20.0 million of lease
        obligations and the transfer of a limited  partnership  interest and the
        assets, licenses and operations of our analog wireless operation, with a
        combined value of  approximately  $78.5 million.  This  acquisition  was
        accounted  for under the purchase  method of  accounting.  The Company's
        results of  operations  include  PrimeCo VA for the period July 26, 2000
        through September 30, 2000.

        The Company  obtained  financing  through  issuance of unsecured  Senior
        Notes for $280  million,  Subordinated  Notes for $95 million,  a Senior
        Secured  Credit  Facility of up to $325  million  and various  preferred
        stock  offerings of $250 million.  These financing  transactions  closed
        concurrent with or just prior to the PrimeCo VA acquisition. The Company
        used the  proceeds  of the  financing  vehicles  to fund the  PrimeCo VA
        acquisition, to repay substantially all of its existing indebtedness and
        that of the Alliances, and for future expansion.  Prior to this closing,
        the Company had entered into a bridge  financing  arrangement  which was
        not  utilized.  Accordingly,  the Company has  expensed  $5.6 million in
        bridge financing commitment fees during the period.

        The Senior  Notes were issued at 98.61% of par value and contain a 13.0%
        coupon rate. They mature in August 2010. Approximately $69.1 million was
        placed in escrow to  pre-fund  the first  four  interest  payments.  The
        Senior Notes are redeemable early at a redemption price of up to 106.5%,
        reducing to 100% by August 2008 and contain various financial covenants.
        Additionally,  these  notes were  issued  with  warrants  to purchase an
        aggregate of 504,000 shares of the Company's  common stock at a price of
        $47.58 per share.  The warrants  have been valued at $6.9 million  using
        the  Black-Scholes  option-pricing  model, are exercisable one year from
        July 2000, and expire August 2010. The Senior Notes were recorded net of
        the $3.9  million  discount  associated  with the  issue  price and $6.9
        million for the related warrants.

        The  Subordinated  Notes were issued at par and  contain a 13.5%  coupon
        rate.  They mature in February 2011.  These notes are subordinate to all
        senior  indebtedness,  including the senior  notes.  These notes contain
        early  redemption  features  similar to the senior notes. The notes were
        issued with  warrants to purchase an aggregate of 300,000  shares of the
        Company's  common  stock at a price of $0.01 per share.  These  warrants
        have been valued at $12.2 million using the Black-Scholes option-pricing
        model, are exercisable one year from July 2000 and expire February 2011.
        The  Subordinated  Notes were  recorded net of the $12.2 million for the
        related warrants.



                                       11
<PAGE>

                           CFW COMMUNICATIONS COMPANY
              Notes to Condensed Consolidated Financial Statements
                                    Continued


        As of September  30, 2000,  the Company has borrowed $150 million of the
        $325 million  senior  secured term loans.  The loans contain a tranche A
        term loan of $50 million, tranche B term loan of $100 million, tranche C
        term  loan  of $75  million  and a  revolving  credit  facility  of $100
        million.  These loans begin maturing in four years with final maturities
        occurring in seven to eight years.  The loans bear  interest at rates 3%
        to 4% above the  Eurodollar  rate or 2.5% to 3% above the federal  funds
        rates. The loans contain certain financial covenants and restrictions as
        to their use.

        The Company has incurred loan  origination  fees and other closing costs
        related  to  the  above  financing  totaling  $18.7  million  which  are
        classified as deferred  charges on the Company's  balance  sheet.  These
        costs are being  amortized  using the straight-  line method to interest
        expense over the life of the respective instrument.

        The preferred stock offering contained Series B convertible,  redeemable
        preferred  stock of $112.5  million,  Series C  convertible,  redeemable
        preferred  stock of $60.3  million,  and Series D  redeemable  preferred
        stock of $77.2 million.  The Series B preferred stock converts to common
        stock at $41 per share,  contains  warrants to purchase an  aggregate of
        500,000 shares of the Company's common stock at a price of $50 per share
        and pays an 8.5% per annum  dividend.  The warrants  have been valued at
        $3.8  million  using  the   Black-Scholes   option-pricing   model,  are
        exercisable one year from July 2000 and expire February 2011. The Series
        C preferred  stock converts to common stock at $43 per share and pays an
        8.5% per annum dividend.  The Series C conversion  price goes to $45 per
        share and the dividend rate goes to 5.5% upon shareholder approval.  The
        Series D pays an 18% per annum dividend.  Upon shareholder  approval, as
        required within the terms of the Series D preferred  stock, the Series D
        converts  to  Series C with a  conversion  price of $45 per  share and a
        dividend rate of 5.5%. Closing costs associated with the preferred stock
        totaled  $11.2  million.  These costs are netted  against the  preferred
        stock item on the balance  sheet.  As of September  30, 2000 the Company
        had accrued a dividend requirement of $5.7 million, in the aggregate for
        the preferred  series based on their current dividend and interest terms
        and  amortization of issuance costs and discounts.  This amount has been
        added to the principal  amount of the  preferred  stock since payment is
        contemplated  to be in  additional  shares of the  respective  preferred
        stock.  Accordingly,  the $5.7  million  has not been  reflected  in the
        accompanying  Statement of Cash Flows. On December 4, 2000 the Company's
        shareholders  will vote on the  revised  terms of the Series C Preferred
        and the  conversion  of the Series D  Preferred  and, if  approved,  the
        Company  would  adjust  the  dividend  accrual to  reflect  the  revised
        dividend terms.

        Concurrent with closing the PrimeCo VA acquisition and above  financing,
        $149.4  million of the amount  borrowed  under the senior term loans was
        loaned to the Alliances,  which they used to repay their indebtedness to
        the Rural Telephone Finance Cooperative ("RTFC").  Additionally,  of the
        total  proceeds  obtained from all financing  sources,  the Company paid
        $408.6 million to PrimeCo as part of the acquisition consideration, paid
        $43.0 million of their outstanding  borrowings under previously existing
        lines of credit,  placed $69.1  million in escrow to be used to fund the
        first four interest  payments on the senior notes,  acquired  additional
        common ownership interest in the VA Alliance for $11.4 million,  and has
        incurred  approximately  $36 million in  transaction  fees and costs and
        issued  warrants  valued  at  $22.9  million  relating  to  all  of  the
        transactions  discussed herein. Of the total transaction fees and costs,
        $6.3  million has been  recognized  as bridge  financing  costs with the
        majority of the  remainder to be  recognized  through  amortization  and
        accretion   over  the  expected  life  of  the  related  asset  or  debt
        obligation.

        In September 2000, the Company entered into two five-year  interest rate
        swap agreements to modify the interest characteristics on $162.5 million
        of debt under the $325 million  senior  credit  facility from a variable
        rate to a fixed rate basis.  These agreements involve the Company paying
        an amount based on a fixed interest rate of 6.8% and receiving an amount
        based on one-month  London  Interbank  Offered  Rates  (LIBOR)  variable
        interest  rate (6.6% at  September  30,  2000),  calculated  on a $162.5
        million notional amount. The senior credit facility provides for payment
        of a LIBOR based  variable  interest  rate plus an interest rate ranging
        from  2.75%  to 4.0%,  depending  on the  respective  loan  tranche.  At
        September 30, 2000,  with $100 million of Term Loan B and $50 million of
        Term Loan C  outstanding,  the interest  rate swap provided a fixed rate
        totaling  10.8%  and  9.5%  for  the  Term  Loan  B  and  Term  Loan  C,
        respectively.

(7)     In connection  with the  aforementioned  acquisition  of PrimeCo VA, the
        Company  exchanged the cellular  analog assets and operations of VA RSA6
        and  its  22%  limited  partnership  interest  in VA RSA5 as part of the
        consideration paid in the acquisition.  The exchange was valued at $78.5
        million, in the aggregate, and resulted in a book gain of $62.6 million,
        before tax. VA RSA6's  analog  operations  contributed  revenues of $0.7
        million and $ 3.0 million for the three month periods  ending  September
        30,  2000 and  1999,  respectively,  and  contributed  revenues  of $5.6
        million for the period  January 1, 2000 through July 25, 2000,  the date
        of disposition,  and $8.7 million for the period January 1, 1999 through
        September 30, 1999. VA RSA6's analog  operations  contributed  EBITDA of
        $.2  million  and $ 1.7  million  for the  three  month  periods  ending
        September 30, 2000 and 1999,  respectively,  and  contributed  EBITDA of
        $2.7 million for the period  January 1, 2000 through July 25, 2000,  the
        date of  disposition,  and $4.8  million for the period  January 1, 1999
        through  September  30,  1999.  The equity  income  from VA RSA5 was not
        material for the periods presented.



                                       12
<PAGE>

                           CFW COMMUNICATIONS COMPANY
              Notes to Condensed Consolidated Financial Statements
                                    Continued


(8)     Concurrent  with the  closing  of the  PrimeCo  VA  acquisition  and the
        aforementioned  debt and equity financing,  the VA Alliance redeemed its
        series A preferred  membership interest for $16.8 million.  This payment
        included  consideration  for  redemption  of $12.9 million in principal,
        $2.8 million in accrued  interest  and $1.1 million in early  redemption
        fees. The Company then exercised its right to fund $11.4 million of this
        redemption in exchange for additional common membership  interest in the
        VA  Alliance.  The  Company  also  elected  to convert  its  convertible
        preferred  membership interest in the VA Alliance into common membership
        interest.  These  redemptions  and  conversions  increased the Company's
        common  membership  interest  in the VA  Alliance  from  21% to 65%.  As
        mentioned in Note 4 above,  the Company  consolidated  the operations of
        the VA Alliance as of July 26, 2000.

(9)     On June 16, 2000, the Company's Board of Directors approved an agreement
        and plan of merger  with R&B  Communications,  Inc.  ("R&B").  Under the
        terms of that  agreement,  the  Company  will  issue  approximately  3.7
        million  shares  of its  common  stock  in  exchange  for  100% of R&B's
        outstanding   common  stock.   This   transaction   remains  subject  to
        shareholder and regulatory  approval.  The transaction will be accounted
        for using the purchase method of accounting.

        R&B is an Integrated  Communications  Provider (ICP) supplying local and
        long distance  telephone  service,  and dial-up and high-speed  Internet
        service to business and residential  customers in Roanoke,  Virginia and
        the surrounding area, as well as in the New River Valley of Virginia.

        R&B  increased  its  ownership  in the VA  Alliance  to 26% in the third
        quarter 2000 by exercising  its right to fund $1.6 million of the series
        A preferred membership  redemption and converting its Series B preferred
        membership interests to common interest. R&B has a 34% common membership
        interest in the WV Alliance. Upon completion of the merger with R&B, the
        Company  will  own  91%  and  79% of the VA  Alliance  and WV  Alliance,
        respectively.  Accordingly,  the WV Alliance would also be  consolidated
        concurrent with the closing of the R&B merger.

(10)    Effective July 11, 2000,  pursuant to a stock purchase  agreement  dated
        May  17,  2000  with   telegate  AG,  a  Federal   Republic  of  Germany
        corporation,  the  Company  sold the  capital  stock of CFW  Information
        Services,  Inc.,  through  which  directory  assistance  operations  are
        conducted.  In exchange,  the Company received $32.0 million in cash and
        $3.5 million in stock from  telegate AG and  recognized a $27.6  million
        gain,  before tax,  ($16.5  million after tax).  As such,  the directory
        assistance  operation  is treated as a  discontinued  operation in these
        financial  statements.  Accordingly,  the overhead  costs which had been
        allocated to this business segment, but were not specifically identified
        and   incremental   to  the  directory   assistance   operations,   were
        reclassified  as  corporate  expenses and included as "other" in Note 2.
        These  costs  totaled  $.4  million  and $.5 million for the nine months
        ended September 30, 2000 and 1999, respectively, and $.1 million and $.2
        million  for the  three  months  ended  September  30,  2000  and  1999,
        respectively.

        Components of amounts  pertaining  to the  discontinued  operations  are
        reflected in the financial statements and are presented in the following
        table:
<TABLE>
<CAPTION>
                                                      Three Months Ended                        Nine Months Ended
      (In thousands; unaudited)               September 30,        September 30,        September 30,     September 30,
                                                  2000                  1999                2000               1999
      ------------------------------------ -------------------- --------------------- ------------------ -------------------
<S>                                           <C>                   <C>                  <C>                <C>
      Operating revenues                      $        4            $    3,280           $    6,792         $    9,147
      Operating income                              (493)                 (110)                 639                677
      Income taxes (benefit)                        (187)                  (37)                 252                190
      Income (loss) from operations of
        discontinued segment                  $     (291)           $      (73)          $      396         $      506
      ------------------------------------ ----- -------------- ------ -------------- ----- ------------ ----- -------------
<CAPTION>

      (In thousands; unaudited)                         September 30, 2000    December 31, 1999
      ------------------------------------------------- -------------------- ---------------------
      Net assets of discontinued operations:
      Current assets                                       $        -            $    1,612
      Property and equipment, net                                   -                 6,411
                                                              --------------        --------------
      Assets of discontinued segment                       $        -            $    8,023
                                                              --------------        --------------
      Current liabilities                                           -                 1,654
      Deferred taxes                                                -                   527
      Retirement benefits                                           -                   113
                                                              --------------        --------------
      Liabilities of discontinued operations               $        -            $    2,294
                                                              --------------        --------------
</TABLE>



                                       13
<PAGE>

                           CFW COMMUNICATIONS COMPANY
              Notes to Condensed Consolidated Financial Statements
                                    Continued


(11)    As a result of the  PrimeCo VA  acquisition  and the planned R&B merger,
        both of which utilize Lucent switch  equipment,  the Company  decided to
        convert to a uniform Lucent switch equipment platform.  Accordingly, the
        Company  has   recognized  a  $5.6  million  ($3.4  million  after  tax)
        write-down  of  existing  equipment  in the  third  quarter  2000.  This
        represents a  write-down  to its  estimated  net  realizable  value with
        planned disposition in the first half of 2001.

        In the third quarter of 1999, the Company recognized an asset impairment
        charge  relating to certain  wireless  analog  cable  equipment  of $2.7
        million ($1.7 million after tax). The Company  provides  wireless analog
        cable  services  over MMDS  spectrum.  Acquisitions  of MMDS spectrum by
        Sprint Corp. and MCI WorldCom are expected to accelerate  development of
        digital  equipment  for high speed  digital  data,  and possibly  voice,
        applications. As a result of these actions, an analysis of cash flows in
        each market and an assessment of the alternative uses for this spectrum,
        the  Company  determined  that the  carrying  value of certain  wireless
        analog  cable   equipment  was  impaired.   The  wireless  analog  cable
        equipment, which was deemed to be impaired in value, was written-down to
        estimated  net  realizable  value of $0.3 million based on the Company's
        assessment of fair value of similar used equipment.

(12)    The effective tax rate for the Company changed  significantly,  from 35%
        for the nine months ended  September 30, 1999 to 40% for the nine months
        ended  September  30, 2000.  The tax rate in 2000 is slightly  above the
        statutory  rate due to an increase in  non-deductible  goodwill from the
        Internet  acquisitions  which occurred over the last 18 months and other
        non-deductible  goodwill.  Although the nondeductible goodwill increases
        the effective  rate, the percentage  increase over the statutory rate is
        only 1% as income before taxes is significantly  higher due to the gains
        described  in Notes 7 and 10. In the prior  year,  tax  credits  and the
        favorable treatment of a significant charitable  contribution caused the
        prior  year  rate  to be  below  statutory  rates.  In  addition  to the
        increased  effective  tax rate,  the  Company is  anticipating  that its
        current tax provision will be  significantly  greater than prior periods
        as a  result  of the  recognition  of the  entire  tower  gain  for  tax
        purposes, as well as the gains on sale of the directory assistance (Note
        10). The Company is anticipating  the deferral of a significant  portion
        of the tax cost  associated  with the disposition of its analog cellular
        assets and operations as a result of the like-kind exchange (Notes 6 and
        7).

(13)    The Company has entered  into a three-year  agreement  with Lucent which
        sets forth the commitment,  terms and conditions under which the Company
        would purchase up to $100 million of wireline and wireless equipment and
        services.  As of  September  30,  2000,  the  Company has  committed  to
        purchase under this contract  approximately $40 million of equipment and
        services.

(14)    The pro forma unaudited  results of operations for the nine months ended
        September 30, 2000 and September 30, 1999, assuming  consummation of the
        transactions  more fully described in Notes 6, 7, 8 and 10 as of January
        1, 1999 are as follows:

         (In thousands, except per share data)           Nine Months Ended
                                                           September 30th
                                                        2000            1999
                                                    --------------  ------------
         Operating revenues                         $  107,856      $   85,273
         EBITDA                                          4,140          11,217
         Net loss                                      (63,145)        (53,752)
         Dividend requirements on preferred stock       22,750          22,750
         Loss applicable to common shares              (85,895)        (76,503)
         Net loss per common share:
            Basic and diluted                           (6.57)          (5.87)



                                       14
<PAGE>

                           CFW COMMUNICATIONS COMPANY

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

Overview

         CFW  Communications  Company  (the  "Company")  is a  leading  regional
integrated  communications  provider  offering  a broad  range of  wireless  and
wireline  products  and  services  to  business  and  residential  customers  in
Virginia, West Virginia,  Kentucky, Tennessee and North Carolina. We own our own
digital PCS licenses,  fiber optic network,  switches and routers, which enables
us to offer our customers end-to-end  connectivity in the regions that we serve.
This facilities-based approach allows us to control product quality and generate
operating efficiencies. As of September 30, 2000, the Company, combined with the
VA Alliance  and WV  Alliance  and  including  the  subscribers  obtained in the
PrimeCo VA acquisition,  had  approximately  157,700 digital PCS subscribers and
approximately  52,500 combined ILEC (incumbent local exchange  carrier) and CLEC
(competitive  local  exchange  carrier)  access  lines  installed.   PrimeCo  VA
operations accounted for 88,300 of the total PCS subscribers.

         Historically, we have derived much of our revenues from our ILEC
services. As a result of our increasing focus on and growth in digital PCS,
Internet access and CLEC services, a significant portion of our operating
revenues and EBITDA (earnings before interest, taxes, depreciation and
amortization and asset write-down and impairment charges) are being generated by
businesses other than our ILEC. These newer businesses have generated lower
operating margins due to start-up costs associated with expansion into new
markets and introduction of new service offerings throughout the region. As we
expand our markets through start-up activities and acquisitions of new
businesses and introduce new products, we expect these lower operating margins
to continue.

         We have  recently  significantly  expanded the scope of the  geographic
markets that we serve and focused our growth efforts on our core  communications
services,  primarily digital PCS services, Internet access, including dedicated,
high-speed DSL and dial-up  services,  high-speed  data  transmission  and local
telephone services. Through September 30, 2000, we have completed the following:

     o    acquisition of the wireless licenses, assets and operations of PrimeCo
          Personal Communications,  L.P. ("PrimeCo") in the Richmond and Hampton
          Roads,  Virginia  markets  ("PrimeCo  VA and  referred  to within  the
          Company's operations as VA East");
     o    issuance  and sale of $375  million  of debt  securities  in a private
          placement;
     o    closing  on $325  million  in new senior  credit  facility,  with $150
          million borrowed on the date of the PrimeCo VA closing;
     o    payment of existing senior indebtedness and refinancing of the VA & WV
          Alliance debt obligations;
     o    issuance and sale of Series B, Series C and Series D Preferred Stock;
     o    entered into an agreement  to acquire  certain PCS licenses  currently
          owned by AT&T that will add 2.5  million  POPs in  certain  markets in
          Maryland  and   Pennsylvania,   with  closing   remaining  subject  to
          regulatory approval;
     o    redemption  of the series A  preferred  membership  interest in the VA
          Alliance and conversion of series B preferred membership interest into
          common interest;
     o    dispositions of RSA 5 and the analog assets and operations of RSA 6 in
          connection with the transaction with PrimeCo;
     o    disposition of our directory assistance operations; and
     o    execution of a merger agreement with R&B Communications, an integrated
          communications  provider in a geographic  market  contiguous  to ours.
          This agreement is subject to regulatory and  shareholder  approval and
          is expected to close towards the end of the fourth  quarter of 2000 or
          early 2001.

Collectively  these  events are referred to as the  "Transactions"  elsewhere in
this document.

Due to the disposition of the directory  assistance  operation in July 2000, the
Company has accounted for the directory  assistance  operation as a discontinued
operation  and,  therefore,  the  directory  assistance  operating  results  are
separated in the financial statements from the results of continuing  operations
and are separately discussed after the income taxes section below.

As a result of the  Transactions  (Notes 6, 7, 8 and 10), third quarter  results
differ  significantly  from the first and  second  quarter of 2000 and the prior
year comparable quarters.  Additionally,  the fourth quarter of 2000 will differ
significantly  from the third  quarter  2000 as the VA East  acquisition  and VA
Alliance  consolidation  were  consummated on July 26, 2000 and  therefore,  the
results of operations  contain less than a full quarter of activities  for these
businesses.  The Company will report  significant  losses from operations due to
addition of the VA East operations,  consolidation  of the VA Alliance  results,
significant goodwill and licenses  amortization and the significant increases in
interest related costs.

The  discussion  and  analysis  herein  should be read in  conjunction  with the
financial  statements  and  the  notes  thereto  included  herein.  Much  of the
discussion  in this  section  involves  forward-looking  statements.  Our actual
results  may  differ   significantly   from  the  results   suggested  by  these
forward-looking  statements.  The Company  wishes to caution  readers that these
forward-looking  statements and any other forward-looking statements made by the


                                       15
<PAGE>

                           CFW COMMUNICATIONS COMPANY

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

Company  are  based  on a  number  of  assumptions,  estimates  and  projections
including but not limited to, changes in industry  conditions created by federal
and state legislation and regulations;  successful  integration of acquisitions;
the  achievement  of build-out,  operational,  capital,  financing and marketing
plans relating to deployment of PCS services; retention of our existing customer
base and service levels and our ability to attract new  customers;  continuation
of economic growth and demand for wireless and wireline communications services;
rapid changes in technology;  the competitive  nature of the wireless  telephone
and other communications services industries; the effects of inflation and price
changes not being greater than anticipated, adverse changes in the roaming rates
we charge and pay; the capital intensity of the wireless  telephone business and
our debt structure;  our substantial debt obligations and our ability to service
those obligations;  the cash flow and financial performance of our subsidiaries;
restrictive  covenants and  consequences  of default  contained in our financing
arrangements;  completion of our anticipated merger with R&B Communications; our
opportunities for growth through acquisitions and investments and our ability to
manage this growth;  the level of demand for competitive local exchange services
in smaller  markets;  our ability to manage and monitor  billing;  and  possible
health effects of radio frequency transmission. 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

         Revenues

         Our revenues are generated from the following categories:

          o    wireless  communications,  including digital PCS, analog cellular
               (disposed of on July 26, 2000),  paging,  voice mail and wireless
               cable, which consists primarily of video services;
          o    wireline  communications,  including  telephone  revenues,  fiber
               optic network usage,  or carrier's  carrier  services,  Internet,
               CLEC, long distance and cable television revenues; and
          o    other communications  services revenues,  including revenues from
               our sale and lease of communications equipment and security alarm
               monitoring and  installation and rental of property and equipment
               primarily to the Alliances.

         Operating Expenses

         Our  operating  expenses  are  generally  incurred  from the  following
         categories:

          o    cost of sales,  including  handset  equipment costs,  usage-based
               access charges,  including long distance,  roaming  charges,  and
               other direct costs.  We sell handsets to our customers at a price
               below our cost.  Previously,  we have netted these  discounts and
               costs against our revenues. We have reclassified prior periods to
               conform them to our new policy of  separately  reporting  cost of
               sales;
          o    maintenance  and support  expenses,  including  costs  related to
               specific  property and equipment,  as well as indirect costs such
               as  engineering  and  general   administration  of  property  and
               equipment;
          o    depreciation and amortization, including amortization of goodwill
               from  acquired  assets and capital  outlays to support  continued
               business expansion;
          o    asset impairment charges, if applicable;
          o    customer  operations  expenses,   including  marketing,   product
               management, product advertising, sales, publication of a regional
               telephone directory, customer services and directory services;
          o    corporate operations expenses, including taxes other than income,
               executive, accounting, legal, purchasing, information management,
               human resources and other general and administrative expenses.

         Other Income (Expenses)
         Our other income  (expenses)  are  generated  (incurred)  from interest
income and expense,  dividend income,  equity income or loss from RSA 5 (through
July 25, 2000),  equity income or loss from the Virginia  Alliance (through July
25, 2000) and West Virginia Alliance, gain on sale of investments and assets and
loss on write-down of investments.



                                       16
<PAGE>

                           CFW COMMUNICATIONS COMPANY

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


         Income Taxes
         Our income tax liability and effective tax rate  increases or decreases
based upon changes in a number of factors, including our pre-tax income or loss,
losses   sustained  by  the   Alliances,   net  operating   losses  and  related
carryforwards, alternative minimum tax credit carryforwards, gain or loss on the
sale  of  assets  and   investments,   write-down  of  assets  and  investments,
non-deductible   amortization,   investment  and  employment  tax  credits,  and
charitable contributions and other tax deductible amounts.


Results of Operations


     Overview


         Revenue  increased  $15.3 million,  or 85%, from $18.1 million to $33.4
million,  and $25.0 million, or 49%, from $50.6 million to $75.6 million for the
respective  three and nine month periods ended September 30, 2000 as compared to
1999. EBITDA decreased $2.6 million,  or 37%, from $7.1 million to $4.5 million,
and  $3.0  million,  or 14%,  from  $21.5  million  to  $18.5  million,  for the
respective  three and nine month  periods  ended  September  30,  2000 and 1999.
Operating  income  decreased $14.9 million from $1.5 million to $(13.4) million,
and $16.8 million, from $10.7 million to $(6.1) million for the respective three
and nine month periods ended September 30, 2000 and 1999.

         These  results  reflect  customer  growth from our  wireless,  CLEC and
Internet  businesses,  with customers from these services totaling 228,400 as of
September 30, 2000, a 162,190  customer  increase from September 30, 1999.  Over
half of this growth was from the acquisition of PrimeCo VA (hereinafter referred
to as "VA  East").  In addition to this,  the  Company  experienced  significant
internal growth and expansion  throughout our markets in PCS,  Internet and CLEC
and from Internet acquisitions.  EBITDA decreased primarily due to the inclusion
of the VA  Alliance  in the  Company's  consolidated  operating  results  in the
current year and the  acquisition of VA East.  Also, CLEC start-up losses are in
the current versus the prior year due to expansion, particularly in our new West
Virginia  markets.  Operating  income  decreased from the prior year  comparable
quarter and nine month  period due to the  decrease in EBITDA  coupled  with the
higher levels of  depreciation  and  significant  increases in  amortization  of
licenses,  goodwill and other  intangibles  generated from acquisitions and from
capital   investments  in  our  growth  businesses  and  underlying   supporting
infrastructure.  Finally,  the Company  recognized an asset impairment charge of
$5.6 million in the third quarter of 2000 related to wireless  switch  equipment
scheduled  to be  replaced.  An asset  impairment  charge  of $2.7  million  was
recognized  in the third  quarter  of 1999  related  to  wireless  analog  cable
equipment.

         Net income for the three and nine months ended September 30, 2000 was
$34.9 million and $35.2 million, respectively. The nine month results included a
gain of $62.6 million ($37.6 million, net of tax) on the exchange of RSA6 analog
assets and operations, along with the Company's 22% limited partnership interest
in VA RSA5 in connection with the VA East acquisition. Also, the Company
recognized a gain on the sale of the directory assistance segment of $27.6
million ($16.5 million, net of tax) and non-recurring bridge financing
commitment charges of $6.3 million. Interest expense net of interest income,
amounted to $10.2 million ($6.1 million after tax), and the Company's share of
unconsolidated PCS losses totaled $2.8 million ($1.7 million after tax) and $9.4
million ($5.7 million after tax) for the three and nine months ended September
30, 2000, respectively. As discussed in Note 3, the Alliances were accounted for
on the equity method prior to the consolidation of the VA Alliance on July 26,
2000.

         Net income for the three and nine months ended  September  30, 1999 was
$4.4 million and $7.0 million,  respectively.  This included a $2.7 million loss
($1.6  million loss  after-tax)  and $8.0 million loss ($4.8  million loss after
tax) for the three and nine month periods, respectively,  relating to our equity
share of losses from our investments in the Alliances.

         Operating Revenues

         Operating revenues increased $15.3 million,  or 85%, from $18.1 million
for the three months  ended  September  30, 1999 to $33.4  million for the three
months ended September 30, 2000.  Operating revenues increased $25.0 million, or
49%,  from $50.6  million for the nine months ended  September 30, 1999 to $75.6
million for the nine months ended September 30, 2000.

         Wireless  Communications  Revenues.  Wireless  communications  revenues
increased $11.8 million, and $13.1 million, or 81%, for the respective three and
nine month periods  ended  September 30, 2000 as compared to September 30, 1999.
Wireless  communications  revenues  were $17.4 million and $29.2 million for the
three and nine months ended  September 30, 2000, as compared to $5.6 million and
$16.1 million for the three and nine months ended September 30, 1999.



                                       17
<PAGE>

                           CFW COMMUNICATIONS COMPANY

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


     o    Digital PCS Revenue.  Revenues for digital PCS increased $13.9 million
          from $1.3  million for the three months  ended  September  30, 1999 to
          $15.2  million  for the three  months  ended  September  30,  2000 and
          increased  $15.9  million  from $3.5 million for the nine months ended
          September  30,  1999 to  $19.4  million  for  the  nine  months  ended
          September  30, 2000.  The increase was primarily  attributable  to the
          consolidation of the VA Alliance into the Company's  operating results
          (Notes 4 and 8), the  acquisition of VA East (Note 6) and  significant
          customer growth in the Company's core market.  Consolidation of the VA
          Alliance and the  acquisition  of VA East accounted for 91% and 82% of
          the total  increase in the three and nine months ended  September  30,
          2000 versus the prior year  comparable  periods.  Excluding  customers
          from the WV Alliance,  as their revenue is not included in the results
          of  operations,  the  Company  had  133,500  digital  customers  as of
          September 30, 2000, which represented a 108,800 increase in the number
          of digital customers from September 1999.

     o    Other  Wireless  Revenues.  Revenues for analog  cellular,  paging and
          voicemail  decreased  $2.0 million,  or 56%, from $3.6 million for the
          three  months ended  September  30, 1999 to $1.6 million for the three
          months ended  September 30, 2000 and decreased  $2.6 million,  or 25%,
          from $10.5  million for the nine months  ended  September  30, 1999 to
          $7.9  million for the nine  months  ended  September  30,  2000.  This
          decrease reflects the absence of analog cellular revenues for over two
          months  in the  third  quarter  2000,  as that  business  was  sold in
          connection with the VA East acquisition (Note 7) on July 26, 2000.

     o    Wireless  Cable  Revenues.   Wireless  cable  revenues  decreased  $.1
          million, or 14%, from $.7 million for the three months ended September
          30, 1999 to $.6 million for the three months ended  September 30, 2000
          and  decreased  $.3  million,  or 12%,  from $2.1 million for the nine
          months  ended  September  30, 1999 to $1.8 million for the nine months
          ended September 30, 2000.

         Wireline  Communications  Revenues.  Wireline  communications  revenues
increased  $3.9 million,  or 34%, and $12.5  million,  or 39%, for the three and
nine month periods  ended  September 30, 2000 as compared to September 30, 1999,
respectively.  Wireline  communications  revenues  were $15.3  million and $43.9
million for the three and nine months  ended  September  30, 2000 and were $11.4
million  and $31.4  million for the three and nine months  ended  September  30,
1999.

     o    Telephone Revenues.  Telephone revenues,  which include local service,
          access and toll services,  directory  advertising  and calling feature
          revenues,  increased $.2 million,  or 1.8%,  from $7.9 million for the
          three  months ended  September  30, 1999 to $8.1 million for the three
          months ended  September 30, 2000 and  increased $.5 million,  or 2.6%,
          from $23.5  million for the nine months  ended  September  30, 1999 to
          $24.0  million for the nine  months  ended  September  30,  2000.  The
          increase was due to an increase in access minutes of 11%, toll minutes
          of 16%, and access lines of 5%.

     o    Fiber Optic Network Usage and CLEC Revenues. Revenues from fiber optic
          network  usage for  carrier's  carrier  services  and CLEC  operations
          increased $1.2 million, or 80%, from $1.5 million for the three months
          ended  September  30, 1999 to $2.7  million for the three months ended
          September  30, 2000 and  increased  $3.2  million,  or 80%,  from $3.9
          million for the nine months ended  September  30, 1999 to $7.1 million
          for the nine months  ended  September  30,  2000.  Approximately  $1.2
          million  and $3.0  million of these  increases  for the three and nine
          month  related  periods  was due to the growth in CLEC  customers  and
          revenues.  As of September 30, 2000, CLEC customers totaled 13,168, an
          increase of 9,168 customers from September 30, 1999.

     o    Internet  Revenues.  Revenues from Internet  services  increased  $2.5
          million,  from $1.6 million for the three months ended  September  30,
          1999 to $4.1 million for the three months  ended  September  30, 2000,
          and  increased  $8.8  million,  from $2.8  million for the nine months
          ended  September  30, 1999 to $11.6  million for the nine months ended
          September  30,  2000.   This  revenue  growth  was   attributable   to
          acquisitions,  internal  customer  growth and improved unit  revenues.
          This  growth  in  Internet  services   comprised  the  largest  single
          component  of  wireline  revenue  growth  in the  three  months  ended
          September 30, 2000, as Internet and DSL customers grew to 57,600 as of
          September 30, 2000, an increase of 25,900 customers from September 30,
          1999. Internet customer growth from acquisitions  accounted for 16,300
          of this total, and 9,600 was from internal growth.

     o    Wireline Cable Revenues. Wireline cable revenues remained unchanged at
          $.4  million  and $1.2  million  for the three and nine  months  ended
          September  30, 2000 and 1999,  respectively.  This  revenue  stream is
          stable due to a decrease in the level of marketing and sales and other
          resources deployed to support the operation.



                                       18
<PAGE>

                           CFW COMMUNICATIONS COMPANY

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


         Other Communications  Services Revenues.  Other communications services
revenues decreased $.4 million, or 36%, from $1.1 million to $.7 million for the
three  months  ended   September   30,  1999  and  2000,   respectively.   Other
communications  services  revenues  decreased  $.6  million,  or 19%,  from $3.1
million for the nine months  ended  September  30, 1999 to $2.5  million for the
nine months ended  September  30, 2000.  Revenues  from phone  systems sales and
services  decreased  $.4 million due to a shift in marketing  and sales  efforts
from this  business.  Our revenues  from  rentals,  primarily  for company owned
assets,  which are being used by the Alliances,  decreased $.2 million as rental
from the VA Alliance had to be  eliminated  subsequent to the  consolidation  of
this business into the Company's results from operations.

         Operating Expenses

         Total  Operating  Expenses.  Total operating  expenses  increased $30.2
million,  from $16.6  million for the three months ended  September  30, 1999 to
$46.8 million for the three months ended  September 30, 2000. The  consolidation
of the VA Alliance and the  acquisition  of VA East accounted for $27.5 million,
or 91%, of the total increase. An asset write-down charge of $5.6 million in the
third quarter 2000 as compared to an asset impairment  charge of $2.7 million in
the third quarter 1999  accounted  for $2.9 million of the  increase.  Operating
expenses,  excluding  depreciation  and  amortization  and asset  write-down and
impairment charges,  increased $27.9 million, or 96%, from $29.2 million for the
nine months ended  September 30, 1999 to $57.1 million for the nine months ended
September 30, 2000. The combined effect of the  consolidation of the VA Alliance
and the  acquisition  of VA East accounted for 59% of the total increase for the
nine  month  periods  ended  September  30,  1999 and 2000.  Wireline  operating
expenses  increased  $3.2 million and $11.6 million for the three and nine month
periods,  respectively,  and wireless operating expenses increased $15.1 million
and a $16.9  million for the same  periods,  respectively.  Within the  wireline
business,  Internet  and network  comprised  100% and 94% of the total  wireline
increases  for the three and nine  months  ended  September  30,  1999 and 2000,
respectively.

         Cost of Goods Sold.  Cost of goods sold  increased  $3.8 million,  from
$2.0 million for the three months ended  September  30, 1999 to $5.8 million for
the three months ended  September 30, 2000 and increased  $5.2 million,  or 94%,
from $5.5 million for the nine months ended  September 30, 1999 to $10.7 million
for the nine months ended September 30, 2000. Of this increase,  $3.4 million is
from the addition of VA Alliance and VA East.

         Maintenance  and Support  Expenses.  Maintenance  and support  expenses
increased $4.8 million,  from $4.0 million for the three months ended  September
30, 1999 to $8.8  million for the three  months ended  September  30, 2000,  and
increased $10.3 million,  from $10.2 million for the nine months ended September
30, 1999 to $20.5  million for the nine months ended  September  30, 2000.  This
increase was  attributable to the addition of the VA Alliance and VA East in the
consolidated  results for approximately the last two months of the period. These
entities accounted for $8.8 million of the total three and nine month increases.
Additionally,  $3.1  million of the  increase  came from  Internet  acquisitions
occurring  after  September 30, 1999.  Also,  network and CLEC  maintenance  and
support  expenses  increased $.6 million and $2.1 million for the three and nine
month  comparable  periods  resulting  from CLEC  rollout  and  engineering  and
operations  support growth.  Other wireless  maintenance and support is down $.6
million for the nine month period ended  September  30, 2000 as compared to 1999
due to the  sale  of the  analog  business  in July  2000.  Other  increases  in
maintenance  and support  expenses  were  consistent  with  customer and revenue
growth.

         Depreciation and Amortization  Expenses.  Depreciation and amortization
expense  increased  $9.3  million,  from $2.9 million for the three months ended
September  30, 1999 to $12.2  million for the three months ended  September  30,
2000, and increased  $10.9 million,  from $8.1 million for the nine months ended
September  30, 1999 to $19.0  million for the nine months  ended  September  30,
2000. Of this increase,  $7.0 million (of which $1.9 million was amortization of
goodwill and other intangible  assets, and $1.8 million was from amortization of
PCS licenses) came from the addition of the VA Alliance and VA East. Network and
CLEC depreciation  increased $.8 million and $1.1 million for the three and nine
months ended September 30, 2000 as compared to 1999. This increase was due to an
increase in property and equipment of  approximately  43%, from $21.3 million as
of September 30, 1999 to $30.5  million as of September 30, 2000.  This increase
is due to a shift in the  composition  of the asset  base to  network  plant and
equipment and a higher amount of goodwill  from Internet  acquisitions,  both of
which carry shorter lives.

         Customer  Operations  Expenses.  Customer  operations expense increased
$8.1 million, from $2.9 million for the three months ended September 30, 1999 to
$11.0 million for the three months ended September 30, 2000, and increased $10.1
million, or 121%, from $8.3 million for the nine months ended September 30, 1999
to $18.4 million for the nine months ended  September  30, 2000.  Aside from the
$6.2  million  increase  attributable  to the addition of the VA Alliance and VA


                                       19
<PAGE>

                           CFW COMMUNICATIONS COMPANY

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


East,  primary  areas of  increase  were in the  Internet  and  Network and CLEC
operations,  which  increased a combined  $1.2  million and $3.2 million for the
three and nine months  ended  September  30,  2000 as  compared  to 1999.  These
increases  relate  primarily to marketing  and sales  activities,  customer care
costs  primarily  associated  with adding new  customers,  and the 1999 internet
acquisitions, which were added in the last four months of 1999.

         Corporate Operations  Expenses.  Corporate operations expense increased
$1.3 million, or 60%, from $2.1 million for the three months ended September 30,
1999 to $3.4 million for the three months ended September 30, 2000 and increased
$2.3 million,  or 46%, from $5.2 million for the nine months ended September 30,
1999 to $7.5  million for the nine months  ended  September  30,  2000.  Of this
increase,  $.1  million  and $.8  million  for the three and nine  months  ended
September  30,  2000 over  1999,  respectively,  related  to  acquired  Internet
operations and $.6 million relates to the VA Alliance and VA East. The remaining
increases represent growth in the corporate  infrastructure  associated with the
significant customer growth and the Company's geographic expansion.

         Other Income (Expenses)

         Total  other  income  (expenses)  increased  $39.0  million,  from $5.4
million for the three months ended  September  30, 1999 to $44.4 million for the
three months ended September 30, 2000. Other income  (expenses)  increased $37.2
million,  from an expense of $.4 million for the nine months ended September 30,
1999 to other income of $36.8  million for the nine months ended  September  30,
2000.

         Gains on sale of assets increased $54.2 million,  from $8.4 million for
the three and nine months  ended  September  30,  1999 to $62.6  million for the
three and nine months ended  September 30, 2000. The $8.4 million  increase from
the  prior  year  related  to the  gain on sale of a tower  and the  sale of the
Company's holdings in American  Telecasting,  Inc. The $62.6 million gain in the
current year related to the sale of the 22% limited partnership interest in RSA5
and the disposition of the RSA6 analog assets and operations (Notes 6 and 7).

         The  Company  incurred  bridge  commitment  financing  fees and related
expenses of $6.3 million in the third quarter of 2000 (Note 6).

         Interest  expense  increased  $11.9  million and $12.7  million for the
three and nine months ended September 30, 2000 versus the comparable  prior year
periods.  These increases were due to additional  financing to fund acquisitions
and other third quarter  transactions,  and to fund future growth activity in an
expanded  market  (Notes  6, 7,  and 8).  Other  income,  principally  interest,
increased  $3.0  million and $3.3  million  for the three and nine months  ended
September 30, 2000 as compared to 1999.  This interest is generated from the $70
million of  restricted  cash  required  by debt  covenants  and the $57  million
advance  to  the  WV  Alliance  in  connection   with  the  refinancing  of  its
indebtedness  with the Rural Telephone  Finance  Cooperative in contemplation of
the pending consolidation of the WV Alliance (Notes 4, 6 and 9).

         Our share of losses from the Virginia  Alliance  decreased $.5 million,
or 35%,  from $1.3 million for the three months ended  September 30, 1999 to $.8
million for the three months ended September 30, 2000 and decreased $.4 million,
or 11%,  from $4.1 million to $3.7  million for the nine months ended  September
30, 1999 and 2000. This is primarily due to the fact that equity  accounting was
used through July 25, 2000 after  which,  as a result of the Company  converting
its preferred interest to common interest and exercising its right to fund $11.4
million of the VA Alliance's  series A preferred  interest and thus  obtaining a
controlling   interest   (increasing   from  21%  to  65%),  the  Company  began
consolidating  the VA Alliance  results of operations.  Our share of losses from
the West Virginia Alliance, which commenced operations in the latter part of the
third quarter of 1998 and expanded  significantly in the second quarter of 1999,
increased  $.5  million,  or 38%,  from $1.4  million for the three months ended
September 30, 1999 to $1.9 million for the three months ended September 30, 2000
and increased $1.9 million,  or 50%, from $3.8 million for the nine months ended
September 30, 1999 to $5.7 million for the nine months ended September 30, 2000.
The Company's ownership interests in the VA and WV Alliance will increase to 91%
and 79%,  respectively,  upon  completion  of the R&B merger  (Note 9), which is
expected  to be  completed  by the fourth  quarter of 2000 or early in the first
quarter of 2001.  After this  transaction  is completed,  both Alliances will be
consolidated into our financial statements.

         Combined  customer  growth for the Alliances from September 30, 1999 to
September 30, 2000 totaled 127,200, with total customers exceeding 157,000 as of
September 30, 2000. Net sales  increased $15.3 million for the nine months ended
September 30, 2000 from $11.3 million for the nine month period ending September
30, 1999 (Note 4).

         Equity income from RSA 5 was not material for the three and nine months
ended  September  30, 1999 and 2000.  In July 2000,  the  Company's  22% limited
interest  in  RSA5  was  sold  to  Verizon  (previously   PrimeCo)  as  part  of
consideration for the PrimeCo VA acquisition (Note 7).



                                       20
<PAGE>

                           CFW COMMUNICATIONS COMPANY

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


         Income Taxes

         Income taxes increased  $10.0 million,  from $2.3 million for the three
months  ended  September  30, 1999 to $12.3  million for the three  months ended
September 30, 2000, and increased  $8.7 million,  from $3.5 million for the nine
months  ended  September  30, 1999 to $12.2  million  for the nine months  ended
September 30, 2000. These increases were due to the change in the pre-tax income
for the  comparable  periods.  Additionally,  the effective  rate changed from a
34.8% tax obligation for the nine months ended September 30, 1999 to a 39.7% tax
obligation for the nine months ended  September 30, 2000. The effective tax rate
change is due to the continuing  operations  results  turning from a profit to a
loss with  non-deductible  goodwill from 1999 Internet  acquisitions being added
back to the pre-tax loss,  offset by  significant  gains.  This results in a tax
obligation greater than the statutory rate.

         Discontinued Operations

         In  May  2000,  the  Company  announced  that  it  had  entered  into a
definitive  agreement to sell its directory assistance  operations.  The Company
sold its directory assistance  operations in July 2000. All periods presented on
the income  statement  have been  restated  to reflect  the  accounting  for the
directory  assistance  segment  as  discontinued   operations.   Non-incremental
corporate  overhead of $.2 million for the three month periods  ended  September
30, 2000 and 1999,  and $.4  million and $.5 million for the nine month  periods
ended September 30, 2000 and 1999, respectively,  which was previously allocated
to this business segment, have been included in operating expenses of continuing
operations.

        Liquidity and Capital Resources

         The  Company has funded its working  capital  requirements  and capital
expenditures  from net cash provided from  operating  activities  and borrowings
under credit facilities. After closing on the PrimeCo VA operations (Note 7) and
the  related  financing,  the  Company  had $175  million  in unused  borrowings
available under its senior credit facility.


        Operating Cash Flows

         In the nine months ended September 30, 2000, net cash provided by
operating activities was $13.0 million. Principal changes in operating assets
and liabilities were as follows: accounts receivable increased $7.4 million
resulting from the inclusion of the VA Allianceand VA East accounts receivable
totaling $10.2 million, offset by improved aging on receivables and increases in
receivable reserves; income taxes receivable changed from $2.0 million at
December 31, 1999 to $.4 million at September 30, 2000 due to taxes due on the
business dispositions (Note 6, 7, and 10) offset by tax benefits primarily from
PCS operating losses; and accounts payable and other liabilities changed by
$16.3 million from December 31, 1999, again primarily due to the inclusion of
the VA Allianceand the VA East operation in the Company's consolidated financial
position at September 30, 2000.

        The Company's cash flows used in investing activities for the nine
months ended September 30, 2000 aggregated $563.9 million and include the
following:
     o    $34.2 million for the purchase of property and equipment,
     o    $408.6 million representing the cash portion of the acquisition price
          for PrimeCo VA (Note 6),
     o    $70.3 million cash outlay relates to the purchase of restricted cash
          investments equal to the first two years interest payments on the
          senior notes,
     o    $31.7 million of proceeds from the sale of the directory assistance
          operation (Note 10),
     o    $10.7 million cash outlay for the purchase of minority interest in the
          cellular business which was subsequently disposed of through a
          non-cash like-kind asset exchange in connection with the PrimeCo VA
          acquisition,
     o    $15.3 of investments in the WV Alliance and VA Alliance ($3.9 million
          in scheduled equity contributions and $11.4 million in connection with
          the purchase of controlling common ownership interest (Note 8)),
     o    $53.8 million of net advances to the Alliances, the majority of which
          was to the WV Alliance in order for them to pay off their existing
          long-term debt in contemplation of the pending consolidation (Note 9),
     o    $3.2 million received from the sale of 10 towers and $1.4 million cash
          outlay to acquire Internet subscribers (Note 5), and
     o    $5.0 million purchase of RTFC capital certificates in connection with
          RTFC participation in the senior credit facility.

         Net cash provided by financing activities for the nine months ended
September 30, 2000 aggregated $590.0 million which represents the following:

     o    Payment of dividends on outstanding common stock of $1.5 million in
          the first quarter 2000,
     o    redemption payment on the senior notes of $12.7 million (see Note 5 in
          the 1999 Annual Report to Shareholders),
     o    $17.7 million in payments for investment banking, legal and other
          professional services associated with the issuance of long-term debt,
     o    $242.5 million in proceeds from the issuance of preferred stock and
          the related warrants and $520.5 million in proceeds from the issuance
          of long-term debt (Note 6),
     o    $118.6 million cash outlay to payoff certain VA Alliance debt,
     o    $23.5 million of cash outlay to payoff the Company's existing lines of
          credit, and
     o    $1.1 million of net proceeds from the exercise of stock options.

         Under restrictions related to the new debt financing (Note 7), we have
discontinued payment of dividends to common shareholders effective for the
quarter ending June 30, 2000. This will allow the Company to retain future
earnings, if any, to fund the development and growth of its businesses and to
service its debt obligations.

         After the completion of the Transactions, our liquidity needs will be
influenced by numerous factors including:

     o    significantly reduced or negative EBITDA that we expect to continue
          until at least into 2001, as a result of acquiring capital intensive
          businesses in their early stages, entering new markets and disposing
          of businesses that generate positive EBITDA;
     o    increased capital expenditures to support planned PCS network growth
          and expansion, much of which is discretionary in nature, and to
          support planned customer growth;
     o    our own continuing capital expenditures due to our ongoing strategy of
          offering our services in new markets, adding new products and
          services, and enhancing organic growth;


                                       21

<PAGE>

                           CFW COMMUNICATIONS COMPANY

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

     o    significant capital expenditures to become an integrated
          communications provider in many of our existing, newly acquired and
          other potential markets by offering a broader range of products and
          services;
     o    capital expenditures for the Richmond and Hampton Roads markets
          (PrimeCo VA acquisition) and R&B Communications;
     o    continued investment in the Alliances;
     o    future acquisitions; and o significantly increased interest expense.

     After the completion of the Transactions, our liquidity sources include:

     o    cash flow from operations, if any;
     o    approximately $70.3 million held in the escrow account to fund the
          first four interest payments on the senior notes;
     o    $175.0 million available under our new credit facility subject to
          certain conditions;
     o    public and private debt and equity markets;
     o    disposition of additional non-core businesses and assets, such as
          additional cell towers owned in VA East and wireline cable operations,
          and investments; and
     o    interest on the escrow account.

     We expect capital expenditures for the last three months of 2000 to be
between $30 and $40 million and for the year 2001 to be between $80 million to
$100 million. We expect these capital expenditures to be used to:

     o    support continued expansion of CLEC and Internet access services;
     o    add another building to support employee additions commensurate with
          the growth in digital PCS, Internet and CLEC customers; and
     o    support the continued expansion of VA East, VA Alliance and WV
          Alliance operations.

     VA East and the Alliances have substantially satisfied their FCC build-out
requirements. Consequently, the expenditures above are generally discretionary,
permitting us to maintain flexibility in our business plans and capital
expenditures. Since these are generally discretionary expenditures, we cannot
assure you when, if ever, these proposed uses will be initiated or completed.

     Based on our assumptions about the future of our operating results, our
capital expenditure needs, many of which are discretionary, and the availability
of borrowings under our new credit facility and our other sources of liquidity,
we believe that we will have sufficient capital resources until we begin
generating significant positive EBITDA. However, if any of our assumptions prove
incorrect or if we make additional acquisitions, we may not have sufficient
capital resources. If so, we may have to delay or abandon some of our
anticipated capital expenditures and our ability to make interest and principal
payments on the notes will be significantly impaired.



<PAGE>

                           CFW COMMUNICATIONS COMPANY

                           PART II. OTHER INFORMATION


Item 1.  Legal Proceedings

        For a description  of Legal  Proceeding,  see the Form 10-Q filed by the
        Company for the quarter ended March 31, 2000.

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

         Form 8-K dated July 10, 2000,  pertaining  to the Agreement and Plan of
         Merger with R&B  Communications  and the Letter  Agreement with PrimeCo
         relating to the Asset Exchange  Agreement.  Also attached are financial
         statements  of CFW  Communications,  PrimeCo's  Richmond  Major Trading
         Area, R&B  Communications,  West Virginia PCS Alliance and Virginia PCS
         Alliance.

         Form  8-K  dated  July  24,  2000,  pertaining  to the  Stock  Purchase
         Agreement with telegate AG.

         Form 8-K  dated  August  4,  2000,  pertaining  to the  Asset  Exchange
         Agreement with PrimeCo,  the Articles of Amendment to CFW's Articles of
         Incorporation relating to the Series B, Series C and Series D preferred
         stock,  the Senior Notes Indenture,  the Subordinated  Notes Indenture,
         the Warrant  Agreement with The Bank of New York, the Warrant Agreement
         with WCAS Capital Partners,  the Warrant Agreement with Welsh,  Carson,
         Anderson & Stowe VIII,  L.P.,  the Amended  and  Restated  Shareholders
         Agreement with Welsh,  Carson,  Anderson & Stowe and Amendment No. 1 to
         the Rights Agreement.

         Form 8-K/A  dated  August 4, 2000,  amending  notes to CFW's  financial
         statements filed in the Form 8-K dated July 10, 2000.

         Form 8-K/A dated August 14, 2000,  incorporating pro forma consolidated
         financial information from the Form 8-K dated July 24, 2000.



                                       23
<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 14, 2000            /s/J. S. Quarforth
                             --------------------------------------------------
                             J. S. Quarforth, Chairman and Chief
                             Executive Officer








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


                                       24