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    June 30, 1997          Commission File No.  0-16751
                      -------------------                           --------

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


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


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


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

                                  None
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              (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 8/13/97  12,982,749
      --------------------------                       ----------

<PAGE>

                           CFW COMMUNICATIONS COMPANY


                                   I N D E X
                                   - - - - -



                                                                     Page

                                                                    Number
                                                                    ------


PART  I. FINANCIAL INFORMATION

         Condensed Consolidated Balance Sheets,
         June 30,1997 and December 31, 1996                           3-4


         Condensed Consolidated Statements of
         Income, Three and Six Months Ended
         June 30, 1997 and 1996                                         5


         Condensed Consolidated Statements of
         Cash Flows, Six Months Ended
         June 30,1997 and 1996                                          6


         Notes to Condensed Consolidated
         Financial Statements                                           7


         Management's Discussion and Analysis
         of Financial Condition and Results of
         Operations                                                  8-12


PART II. OTHER INFORMATION                                             13


SIGNATURES                                                          14-15




                         PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements

                           CFW COMMUNICATIONS COMPANY

                      Condensed Consolidated Balance Sheets


                                      ASSETS

                                         June 30, 1997            December 31,
                                         (unaudited)                  1996
                                         -------------            ------------
CURRENT ASSETS
  Cash and cash equivalents              $    564,922             $  3,003,607
  Accounts receivable, including
    interest receivable                    12,013,258                9,441,979
  Note receivable                             175,415                  126,062
  Materials and supplies                    1,880,225                2,019,836
  Prepaid expenses                            351,053                  345,277
  Income taxes receivable                           -                  617,067
                                         -------------            ------------
                                           14,984,873               15,553,828
                                         -------------            ------------

SECURITIES AND INVESTMENTS                 11,693,438               20,597,270
                                         -------------            ------------


<PAGE>

PROPERTY AND EQUIPMENT
  In service                              129,152,536              124,388,071
  Under construction                        4,029,183                2,807,983
                                         -------------            ------------
                                          133,181,719              127,196,054
  Less:  accumulated depreciation          41,124,846               37,162,040
                                         -------------            ------------

                                           92,056,873               90,034,014
                                         -------------            ------------
OTHER ASSETS
  Cost in excess of net assets
    of business acquired, less
    accumulated amortization               13,455,249               12,660,497
  Deferred charges                          2,349,317                2,198,923
  Deposit for PCS licenses                          -                1,355,347
  Radio spectrum licenses                   6,376,195                        -
                                         -------------            ------------

                                           22,180,761               16,214,767
                                         -------------            ------------

      TOTAL ASSETS                       $140,915,945             $142,399,879
                                         =============            ============





                           CFW COMMUNICATIONS COMPANY

                      Condensed Consolidated Balance Sheets

                      LIABILITIES AND SHAREHOLDERS' EQUITY

                                         June 30, 1997            December 31,
                                         (unaudited)                  1996
                                         -------------            ------------
CURRENT LIABILITIES
  Accounts payable                       $  2,690,691             $  3,346,045
  Customers' deposits                         498,354                  469,566
  Advance billings                          2,141,785                1,876,808
  Accrued payroll                             690,272                1,007,883
  Accrued interest                            737,777                  726,000
  Other accrued liabilities                 2,817,572                2,987,816
  Deferred revenue                          1,676,372                1,181,481
  Income taxes payable                      1,919,522                        -
                                         -------------            ------------

                                           13,172,345               11,595,599
                                         -------------            ------------

LONG-TERM DEBT                             21,700,000               24,000,000
                                         -------------            ------------

LONG-TERM LIABILITIES
  Deferred income taxes                     8,561,757               10,702,885
  Retirement benefits other than
    pensions                                8,078,315                7,724,107
  Other                                     1,463,397                1,478,467
                                         -------------            ------------

                                           18,103,469               19,905,459
                                         -------------            ------------

MINORITY INTERESTS                            648,912                  896,895
                                         -------------            ------------

SHAREHOLDERS' EQUITY
  Preferred stock, no par                           -                        -
  Common stock, no par                     43,378,440               43,378,440
  Retained earnings                        45,874,455               40,163,310
  Unrealized gain (loss) on securities
    available for sale                     (1,961,676)               2,460,176
                                         -------------            ------------
                                           87,291,219               86,001,926
                                         -------------            -------------

      TOTAL LIABILITIES AND
        SHAREHOLDERS' EQUITY             $140,915,945             $142,399,879
                                        ===============          ==============


     See accompanying notes to condensed consolidated financial statements.



<PAGE>


                           CFW COMMUNICATIONS COMPANY

                  Condensed Consolidated Statements of Income
                                  (Unaudited)


<TABLE>
<CAPTION>


                                                Three Months Ended                           Six Months Ended
                                             ------------------------                     ----------------------
                                           June 30,             June 30,               June 30,               June 30,
                                             1997                 1996                   1997                   1996
                                           --------             --------               --------               --------
<S> <C>
OPERATING REVENUES
  Wireline communications                $ 8,420,632           $ 7,917,085           $16,733,892            $15,956,618
  Wireless communications                  2,925,150             2,294,719             5,634,068              4,261,432
  Directory assistance                     2,544,388             1,649,605             4,459,975              3,274,813
  Other communications services              612,748               443,824             1,141,031                873,409
                                         -------------       -------------          ------------            -----------

                                          14,502,918            12,305,233            27,968,966             24,366,272
                                        -------------        -------------          ------------            -----------
OPERATING EXPENSES
  Maintenance and support                  2,502,451             2,432,266             4,566,505              4,779,672
  Depreciation & Amortization              2,231,207             1,897,927             4,417,569              3,711,454
  Customer operations                      3,406,814             2,761,002             6,452,099              5,508,284
  Corporate operations                     1,755,233             1,179,917             3,439,239              2,611,088
                                        -------------         -------------         -------------          ------------

                                           9,895,705             8,271,112            18,875,412             16,610,498
                                        -------------         -------------         -------------          ------------

OPERATING INCOME                           4,607,213             4,034,121             9,093,554              7,755,774

OTHER INCOME (EXPENSE)
  Other expenses, principally
    interest                                (191,987)             (411,325)             (582,221)              (747,875)
  Interest and dividend income                52,003               158,913               129,270                302,888
  Equity Income (loss)- Wireless
    Investees                                (15,241)              155,451                47,289                387,178
  Gain on sale of investment               5,077,379                     -             5,077,379                      -
                                        -------------         -------------         -------------           ------------

                                           9,529,367             3,937,160            13,765,271              7,697,965

INCOME TAXES                               3,591,353             1,465,960             5,202,359              2,875,569
                                        -------------         -------------         -------------          ------------

                                           5,938,014             2,471,200             8,562,912              4,822,396

MINORITY INTERESTS                           (32,616)             (139,186)             (177,588)              (184,263)
                                        -------------         -------------         -------------          -------------

NET INCOME                               $ 5,905,398           $ 2,332,014           $ 8,385,324            $ 4,638,133
                                        =============         =============         =============          ============

Net income per share:
  Income before minority
    interests                            $     0.455           $     0.189           $     0.656            $     0.369
  Minority interests                    (      0.003)         (      0.010)         (      0.014)          (      0.014)
                                        -------------         -------------         -------------          -------------

  Net income                             $     0.452           $     0.179           $     0.642            $     0.355
                                        =============         =============         =============          ============

Average shares outstanding                13,044,837            13,043,727            13,053,824             13,047,652
                                        =============         =============         =============          ============


Cash dividends per share                 $     0.103           $     0.098           $     0.206            $     0.196
                                        =============         =============         =============          ============

</TABLE>

See accompanying notes to condensed consolidated financial statements.


<PAGE>


                           CFW COMMUNICATIONS COMPANY

                Condensed Consolidated Statements of Cash Flows
                                  (Unaudited)


<TABLE>
<CAPTION>
                                                                    Six Months Ended
                                                              June 30,             June 30,
                                                                1997                 1996
                                                           ------------         -----------

<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income                                               $ 8,385,324          $ 4,638,133
    Adjustments to reconcile net income
      to net cash provided by operating
      activities:
      Depreciation                                           4,169,502            3,351,370
      Amortization                                             248,067              360,084
      Deferred taxes                                           674,093              288,031
      Retirement benefits other than pensions                  354,208              293,485
      Other                                                    473,697              121,602
      Distributions received from investments                   68,649              155,141
      Equity from wireless investees                           (47,289)            (351,383)
      Minority interests, net of distributions                  28,918               38,508
      Gain on sale of investment                            (5,077,379)                   -
  Changes in assets and liabilities
      from operations:
    (Increase) decrease in accounts
      receivable                                            (2,571,279)              73,609
    (Increase) decrease in materials and
      supplies                                                 139,611               (9,590)
    (Increase) decrease in other current assets                561,938             (109,101)
    Decrease in accounts payable                              (655,354)          (1,697,484)
    Increase (decrease) in other accrued
      liabilities                                             (825,616)           1,013,149
    Increase in other current liabilities                    2,213,287              367,587
                                                          -------------        ------------

  Net cash provided by operating activities                  8,140,377            8,533,141
                                                          -------------        ------------

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchases of property and equipment                       (6,192,361)          (7,012,081)
  Purchase of radio spectrum licenses                       (5,031,818)                   -
  Cash flows from securities and investments                   128,378              735,308
  Purchase of minority interest                             (1,103,481)                   -
  Proceeds from Sale of Investment                           6,594,399                    -
                                                          -------------        ------------

  Net cash used in investing activities                     (5,604,883)          (6,276,773)
                                                          -------------        -------------

CASH FLOWS FROM FINANCING ACTIVITIES
  Cash dividends                                            (2,674,179)          (2,543,459)
  Repayment of borrowings                                   (2,300,000)                   -
  Other                                                              -             (175,176)
                                                           -------------       -------------

  Net cash used in financing activities                     (4,974,179)          (2,718,635)
                                                          --------------       -------------
  Decrease in cash and cash equivalents                     (2,438,685)            (462,267)
Cash and cash equivalents:
  Beginning                                                  3,003,607            5,264,986
                                                          -------------         ------------

  Ending                                                   $   564,922          $ 4,802,719
                                                          =============        ============
</TABLE>

See accompanying notes to condensed consolidated financial statements.


<PAGE>


                           CFW COMMUNICATIONS COMPANY

              Notes To Condensed Consolidated Financial Statements



(1)     In the opinion of the Company, the accompanying condensed consolidated
        financial statements which are unaudited, except for the condensed
        consolidated balance sheet dated December 31, 1996, contain all
        adjustments (consisting of only normal recurring accruals) necessary to
        present fairly the financial position as of June 30, 1997 and December
        31, 1996 and the results of operations for the three and six months
        ended June 30, 1997 and 1996 and cash flows for the six months ended
        June 30, 1997 and 1996.

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

(2)     The results of operations for the three and six months ended June 30,
        1997 and 1996 are not necessarily indicative of the results to be
        expected for the full year.

(3)     The Company has currently outstanding 415,070 options to acquire shares
        of common stock, of which 211,768 are currently exercisable.

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

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

(4)     In April, 1997 the Company sold its 30% limited interest in the Roanoke
        MSA Cellular Partnership to GTE Wireless (GTE) for approximately $6.6
        million and recognized a gain on the sale of approximately $5.1 million.
        In addition, in April, 1997 the Company purchased from GTE an 8.4%
        limited interest in the Virginia RSA6 Cellular Partnership for
        approximately $1.1 million. At June 30, 1997, the Company has an 84%
        ownership interest in the Virginia RSA6 Cellular Partnership.


(5)     In April, 1997, the Company and R&B Communications, Inc. (R&B) purchased
        from GTE part of its Personal Communications Services (PCS) radio
        spectrum license including most of West Virginia and parts of eastern
        Kentucky, southwestern Virginia and eastern Ohio. The acquisition price
        for the license was approximately $8.5 million of which the Company's
        share was approximately $4.25 million.

        In August, 1997 the Company and R&B formed the West Virginia PCS
        Alliance, L.C. (WV PCS Alliance) and contributed the aforementioned
        license along with PCS radio spectrum licenses for the Basic Trading
        Areas (BTAs) of Clarksburg-Elkins, WV; Fairmont, WV; Morgantown, WV; and
        Cumberland, MD. to the WV PCS Alliance. In August, 1997 the Company also
        invested $1.0 million of cash in the WV PCS Alliance. In exchange for
        the cash investment and contribution of licenses, the Company holds a
        45% common ownership interest in the WV PCS Alliance.

        These licenses enable the WV PCS Alliance to build-out and operate a PCS
        system to provide PCS services to a 2.0 million populated area. The
        Company is managing such build-out. The WV PCS Alliance expects to
        commence operations during the first half of 1998. The Company will
        account for its investment in the WV PCS Alliance under the equity
        method of accounting and expects to provide guarantees for a portion of
        the debt obligations to be incurred by the WV PCS Alliance.



                           CFW COMMUNICATIONS COMPANY

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


Three and Six Months Ended June 30, 1997 and 1996

<PAGE>

OVERVIEW

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

The Company's strategy is to be a regional full-service provider of
communications products and services to customers within an expanding service
area. The Company has implemented this strategy through acquisitions,
investments in spectrum licenses and internal growth through capital investment.
In addition, the Company has leveraged its existing switching platform and fiber
optic network by introducing new services such as long distance directory
assistance, cable television, local Internet access, and various enhanced
services such as Call Waiting and Caller Identification. These activities have
contributed to considerable growth in the Company's operating revenues.

As a result of the Company's increasing focus on and growth in wireless
communications and other competitive communications related businesses, a larger
percentage of the Company's operating revenues and operating cash flows
(operating cash flow is defined as operating income before depreciation and
amortization) are being generated by businesses other than the mature telephone
operations. Accordingly, management believes operating cash flow is a meaningful
indicator of the Company's performance. Operating cash flow is commonly used in
the wireless communications industry and by financial analysts and others who
follow the industry to measure operating performance.

Management expects continued proportionate growth in revenue, operating cash
flows and operating income from its current consolidated operations. However,
lower operating margins due to start-up costs of newer businesses are expected.
The Company's recognition of its proportionate share of losses associated with
the start-up of Virginia PCS Alliance, L.C. (VA Alliance), WV PCS Alliance, and
other PCS joint ventures is expected to offset net income growth from
consolidated operations and reduce net income as a percent of revenue. These
losses are expected to continue to grow until build-out is completed and a
sufficient customer base is established.

The Company wishes to caution readers that these forward-looking statements and
any other forward-looking statements made by the Company are based on a number
of assumptions including, but not limited to, continuation of economic growth
and demand for wireless and wireline communications services; continuation of
current level of services for certain material customers; reform initiatives
being considered by the FCC being relatively revenue neutral; significant
competition in the Company's telephone service area not emerging in 1997; and
achievement of build-out, operational, and marketing plans relating to
deployment of PCS services. Any significant deviations from these assumptions
could cause actual results to differ materially from those in the above and
other forward-looking statements.



                           CFW COMMUNICATIONS COMPANY

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

RESULTS OF OPERATIONS

The Company had net income of $5.9 million, or $0.45 per share, for the second
quarter 1997, including a $5.1 million ($3.1 million after tax or $0.24 per
share) gain on the sale of its investment in the Roanoke Cellular partnership.
Exclusive of this gain, net income for the second quarter 1997 increased 18% to
$2.8 million, or $0.21 per share, over second quarter 1996 net income of $2.3
million, or $0.18 per share. For the six months ended June 30, 1997 net income
was $8.4 million or $0.64 per share up from $4.6 million or $0.36 per share for
the prior year's comparable period. Operating revenues were $14.5 million for
the second quarter 1997 and $28.0 million for the six months ended June 30,
1997, an 18% increase over second quarter 1996 revenues of $12.3 million and a
15% increase over the $24.4 million for the prior year's comparable period.
Operating cash flows for the second quarter 1997 were $6.8 million, a 15%
increase over second quarter 1996 operating cash flows of $5.9 million.
Operating cash flows for the six months ended June 30, 1997 were $13.5 million,
an 18% increase over the $11.5 million for the prior year's comparable period.

<PAGE>

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

OPERATING REVENUES

Total operating revenues increased $2.2 million or 18% for the three months
ended June 30, 1997 and $3.6 million or 15% for the six months then ended as
compared to the same periods in 1996. These increases are primarily attributable
to the net addition of over 10,000 combined cellular, paging and wireless cable
customers from a year ago and an expansion of more than 60% of the Company's
directory assistance contract. In addition, over 4% growth in access lines, 5%
growth in access and toll minutes, double digit growth in calling features and
doubling of internet customers have also contributed to the revenue increases.

WIRELINE COMMUNICATIONS

Revenues from the Company's wireline operations, which include telephone
revenues, fiber optic network usage and wireline cable revenues, increased $0.5
million or 6% and $0.8 million or 5% for the three and six months ended June 30,
1997. Telephone revenues, which include local service, access and toll services,
directory advertising and calling feature revenues were $7.1 million and $14.1
million for the three and six months ended June 30, 1997, an increase of $0.4
million or 6% and $0.5 million or 4%, respectively, over the comparable periods
in 1996. These revenue increases were due in part to a 6% growth in toll and
access minutes of use in second quarter 1997 compared to second quarter 1996 and
a 5% growth for the comparable six month period ending June 30, 1997. Internet
revenues increased $0.1 million or 89% and $0.2 million or 129% for the three
and six months ended June 30, 1997. These increases reflect a 108% increase in
the customer base over the first six months of 1996.

WIRELESS COMMUNICATIONS

Revenues from the Company's wireless communications, which include cellular,
paging, wireless cable, and other miscellaneous revenues, increased $0.6 million
or 28% and $1.4 million or 32% for the three and six months ended June 30, 1997.
Cellular revenues, including access, air time and roaming charges, increased by
$0.4 million or 24% for the



                           CFW COMMUNICATIONS COMPANY

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

three month period and $1.0 million or 31% for the comparable six month period.
Contributing to this growth was a 43% growth in the RSA6 cellular customer base
over the first six months of 1996. Wireless cable revenue increased $0.2 million
or 39% and $0.4 million or 35% for the three and six months ended June 30, 1997,
primarily due to customer growth of 31% over the comparable six months of 1996.
The cable customer growth reflects continued penetration in the Charlottesville,
Shenandoah Valley and Richmond markets.

DIRECTORY ASSISTANCE

The commencement of directory assistance services to customers seeking telephone
numbers in New Jersey and Delaware during the first half of 1997 generated an
additional $0.9 million or 54% and $1.2 million or 36% increase in revenues for
the three and six month periods ending June 30, 1997 as compared to the same
periods for 1996. The addition of New Jersey and Delaware is expected to
generate, on an annualized basis, over 60% growth in calling volume.

OPERATING EXPENSES

Operating expenses increased $1,624,600 or 20% for the three month period ended
June 30, 1997 and $2,264,900 or 14% for the six months then ended as compared to
the same time periods in 1996. Approximately $800,000 and $1,100,000 of this
increase for the three and six months ended June 30, 1997, respectively, was due
to the operating expenses, excluding depreciation and amortization, of the
Company's directory assistance service, which expanded to include New Jersey and
Delaware during the first half of 1997. Depreciation and amortization expense
increased $333,300 and $706,100 for the three and six months June 30, 1997 as a
result of capital additions primarily in telephone, network, wireless cable, and
information services businesses relating to continued business expansion.

<PAGE>

As a percentage of total operating revenues, total operating expenses remained
relatively unchanged at 68% for the three and six months ended June 30, 1997 as
compared to the same time periods in 1996. The year over year decrease of
operating expenses, excluding depreciation and amortization, as a percent of
total operating revenues is offset by the continued growth in depreciation and
amortization related to capital expansion.

MAINTENANCE AND SUPPORT EXPENSE

Maintenance and support expense, which includes property and equipment
maintenance, general engineering and general administration of plant operations,
increased $70,200 or 3% and decreased $213,200 or 4.5% for the three and six
months ended June 30, 1997. The three month increase is primarily attributable
to Company growth and property and equipment expansion. These expenses remained
relatively consistent for the six months ended June 30, 1997 due to increases
associated with growth in operations offset by a decrease in pricing for network
facilities for the directory assistance service.

DEPRECIATION AND AMORTIZATION EXPENSE

Depreciation and amortization expense increased $333,300 or 18% and $706,100 or
19% for the three and six months period ended June 30, 1997. Capital
expenditures related to wireless cable customer growth increased depreciation by
approximately $163,000 and $450,000 for the three and six months ended June 30,
1997. Expansion of the fiber optic



                          CFW COMMUNICATIONS COMPANY

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


network for competitive access and the capital expenditures relating to the
cellular business were also contributing factors to the increase in depreciation
and amortization expense.

CUSTOMER OPERATIONS EXPENSE

Customer operations expense, which includes marketing, product management,
product advertising, sales, publication of a regional telephone directory,
customer services, directory assistance services and local directory services
increased $646,000 or 23% and $944,000 or 17% for the three and six month period
ended June 30, 1997. This reflects continued training and additional staff
related to the expansion of area codes handled for directory assistance in the
New Jersey and Delaware areas.

CORPORATE OPERATIONS EXPENSE

Corporate operations expense, which includes taxes other than income, executive,
planning, accounting, external relations, legal, purchasing, information
management, human resources and other general and administrative expenses
increased $575,300 or 49% and $828,200 or 32% for the three and six month period
ended June 30, 1997. This increase relates primarily to internal infrastructure
growth necessary to support the growth in several of the businesses and
increased benefits costs.

EQUITY INCOME FROM WIRELESS INVESTEES

Equity income from wireless investees, which includes equity earnings from the
Company's interest in the Roanoke and RSA5 cellular partnerships decreased
$170,700 or 110% and $339,900 or 88% for the three and six months ended June 30,
1997 as compared to the same periods in 1996. In April 1997, the Company sold
its 30% limited interest in the Roanoke MSA cellular partnership to GTE and
recognized a $5.1 million gain in the second quarter (see Note 4 to the
Financial Statements).

INCOME TAXES

Income taxes increased $2,125,400 and $2,326,800 for the three and six months
ended June 30, 1997 as compared to the same periods in 1996. This increase is
due to an increase in taxable income from operations and $1.9 million of taxes
from the gain on sale of the Roanoke MSA cellular partnership. The effective
rate remained unchanged at 38% for the six month period ended June 30, 1997 and
1996.

<PAGE>

MINORITY INTERESTS

Minority interests decreased $106,600 for the three month period ended June 30,
1997 as compared to the comparable period in 1996. As described in Note 4 to the
Financial Statements, this was a result of the purchase of an additional 8.4%
interest in the RSA6 partnership.

LIQUIDITY AND CAPITAL RESOURCES

In the six months ended June 30, 1997, net cash provided by operating activities
was $8.1 million. Principal changes in operating assets and liabilities included
a $2.6 million increase in accounts receivable which represented the short term
advances to the PCS Alliances, the addition of two states for the directory
assistance contract,


                           CFW COMMUNICATIONS COMPANY

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


and the receivable for directory advertising. Deferred tax liabilities decreased
$2.1 million primarily due to the tax effect of the decrease in unrealized gain
on securities available for sale. Other current liabilities increased $2.2
million due to the $1.9 million of additional income taxes payable relating
primarily to the gain on the sale of the investment in Roanoke MSA cellular
partnership. Finally, accounts payable and other accrued liabilities decreased
by $655,400 and $825,600, respectively, due to the timing of payments at the
quarter end.

The Company's investing activities for the six months ended June 30, 1997
included $6.2 million for the purchase of property and equipment, including $1.2
million towards the construction of the PCS facility, $770,000 for accounting
and human resources software, and additions attributable to customer expansion
throughout all operating divisions. Other significant investing activities
include $5.0 million for the purchases of PCS and WCS radio spectrum licenses,
$1.1 million use of funds for the purchase of a portion of VA RSA6 minority
interest, and a $6.6 million source of funds representing the proceeds from the
sale of the Roanoke MSA cellular partnership.

Net cash used in financing activities for the six months ended June 30, 1997
aggregated $5.0 million, including $2.3 million to repay funds borrowed on an
available lines of credit and $2.7 million used to pay dividends on outstanding
capital stock.

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

The Company has entered into guaranty agreements whereby the Company is
committed to provide guarantees of up to $36.2 million of the VA PCS Alliance's
debt and redeemable preferred obligations, with such guarantee becoming
effective as obligations are incurred by the Alliance. At June 30, 1997, the
Company has guaranteed $11.4 million of the Alliance's obligations.

As described in Note 4 to the Financial Statements, in August 1997 the Company
invested approximately $1.0 million and contributed certain PCS licenses to the
WVA PCS Alliance in exchange for 45% common ownership interest.

<PAGE>


                           CFW COMMUNICATIONS COMPANY

                           PART II. OTHER INFORMATION


Item 1.          Legal Proceedings

                 Not applicable

Item 2.          Changes In Securities

                 Not applicable

Item 3.          Defaults Upon Senior Securities

                 Not applicable

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

                 None.

Item 5.          Other Information

                 Not applicable

Item 6.          Exhibits and Reports on Form 8-K

                 (A) Exhibits

                     (27) Financial Data Schedule

                 (B) Reports on Form 8-K - None



<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


August 13, 1997                          ----------------------------
                                         J. S. Quarforth, President
                                         and Chief Executive Officer








August 13, 1997                          -------------------------------
                                         C. S. Smith, VP-Administration,
                                               Treasurer and Secretary







August 13, 1997                          -------------------------------
                                         M. B. Moneymaker
                                         Vice President - Finance



<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


August 13, 1997                          /s/ J. S. Quarforth
                                         ------------------------------------
                                         J. S. Quarforth, President
                                         and Chief Executive Officer



August 13, 1997                          /s/ C. S. Smith
                                         ------------------------------------
                                         C. S. Smith, VP-Administration,
                                         Treasurer and Secretary



August 13, 1997                           /s/ M. B. Moneymaker
                                          ------------------
                                          M. B. Moneymaker
                                          Vice President - Finance



<PAGE>

EXHIBIT 27