As filed with the Securities and Exchange Commission on
November 21, 1997.
Registration Statement No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
____________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
____________________
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 Number)
CFW Communications Company
P.O. Box 1990
Waynesboro, Virginia 22980
(Address of principal executive office, including zip code)
CFW COMMUNICATIONS COMPANY
NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
(Full title of the Plan)
______________________
James S. Quarforth
CFW Communications Company
P.O. Box 1990
Waynesboro, Virginia 22980
(703) 946-3500
(Name, address, including zip code, and telephone number
including area code, of agent for service)
With copies to:
David M. Carter, Esq.
Hunton & Williams
Riverfront Plaza, East Tower
951 East Byrd Street
Richmond, Virginia 23219-4074
(804) 788-8200
____________________
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share(1) price fee
Common Stock, 25,000 $21.75 $543,750 $160.41
no par value
(1) Calculated pursuant to Rule 457(c) on the basis of
$21.75 per share, which was the average of the high and low
prices of the Common Stock as quoted on the Nasdaq National
Market on November 20, 1997.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Not required to be filed with the Securities and
Exchange Commission (the "Commission").
Item 2. Registrant Information and Employee Plan Annual
Information.
Not required to be filed with the Commission.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, filed with the Commission
pursuant to the Exchange Act, are incorporated by
reference in this Prospectus:
1. The Company's Annual Report on Form 10-K for the
year ended December 31, 1996.
2. The Company's Quarterly Reports on Form 10-Q for
the quarters ended March 31, 1997, June 30, 1997
and September 30, 1997.
3. The description of common stock, no par value,
contained in the Company's Registration Statement
under the Exchange Act, including any amendment or
report filed to update the description.
In addition, all documents filed by the Company pursuant
to Section 13(a) and 13(c) of the Exchange Act after the date of
the Prospectus and prior to the termination of the offering of
shares of the Company's Common Stock pursuant to the CFW
Communications Company Non-Employee Directors' Stock Option Plan
(the "Plan"), any definitive proxy or information statement filed
pursuant to Section 14 of the Exchange Act in connection with
any subsequent meeting of shareholders and any reports filed
pursuant to Section 15(d) of the Exchange Act prior to any such
termination of the offering of shares, shall be deemed to be
incorporated by reference in the Prospectus and to be a part
hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded
for purposes of the Prospectus to the extent that a statement
contained herein or in any other subsequently filed document that
is or is deemed to be incorporated by reference herein modifies
or supersedes such earlier statement. Any such statement so
modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of the Prospectus.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Virginia Stock Corporation Act permits, and the
registrant's Bylaws require, indemnification of the registrant's
directors and officers in a variety of circumstances, which may
include indemnification for liabilities under the Securities Act.
Under Sections 13.1-697 and 13.1-702 of the Virginia Stock
Corporation Act, a Virginia corporation generally is authorized
to indemnify its directors and officers in civil or criminal
actions if they acted in good faith and believed their conduct to
be in the best interests of the corporation and, in the case of
criminal actions, had no reasonable cause to believe that the
conduct was unlawful. The registrant's Bylaws require
indemnification of directors and officers with respect to certain
liabilities, expenses and other amounts imposed upon them by
reason of having been a director or officer, except in the case
of willful misconduct or a knowing violation of criminal law. In
addition, the registrant carries insurance on behalf of
directors, officers, employees or agents that may cover
liabilities under the Securities Act. The registrant's Bylaws
also provide that, to the full extent the Virginia Stock
Corporation Act (as it presently exists or may hereafter be
amended) permits the limitation or elimination of the liability
of directors and officers, no director or officer of the
registrant shall be liable to the registrant or its shareholders
for monetary damages with respect to any transaction, occurrence
or course of conduct. Section 13.1-692.1 of the Virginia Stock
Corporation Act presently permits the elimination of liability of
directors and officers in any proceeding brought by or in the
right of the registrant or brought by or on behalf of
stockholders of the registrant, except for liability resulting
from such person's having engaged in willful misconduct or a
knowing violation of the criminal law or any federal or state
securities law, including, without limitation, any unlawful
insider trading or manipulation of the market for any security.
Sections 13.1-692.1 and 13.1-696 to -704 of the Virginia
Stock Corporation Act are hereby incorporated by reference
herein.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No.
4.1 Articles of Incorporation, as amended (filed as Exhibit
3.1 to the registrant's Annual Report on Form 10-K for
the year ended December 31, 1995, and incorporated
herein by reference)
5.1 Opinion of Hunton & Williams as to the legality of the
securities being registered (filed herewith)
10.1 CFW Communications Company Non-Employee Directors' Stock
Option Plan (filed herewith)
23.1 Consent of Hunton & Williams (included in Exhibit 5.1)
23.2 Consent of McGladrey & Pullen, LLP (filed herewith)
24.1 Power of Attorney (included on signature page).
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
1. To file, during any period in which offers
or sales are made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act
of 1933, as amended (the "Securities
Act");
(ii) To reflect in the prospectus any facts
or events arising after the effective
date of the registration statement (or
the most recent post-effective
amendment thereof) which, individually
or in the aggregate, represent a
fundamental change in the information
set forth in the registration
statement;
(iii) To include any material information
with respect to the plan of
distribution not previously disclosed
in the registration statement or any
material change in such information in
the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13
or Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.
2. That, for the purpose of determining any
liability under the Securities Act, each such post- effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
3. To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes
that, for purposes of determining any liability under the
Securities Act, each filing of the registrant's annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act, and,
where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act, that
is incorporated by reference in the registration statement shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the provisions described under Item 6 above, or otherwise, the
registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the
Securities Act, and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid
by a director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication
of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Waynesboro, Commonwealth of Virginia on November 20,
1997.
CFW COMMUNICATIONS COMPANY
(Registrant)
By: /s/ James S. Quarforth
James S. Quarforth
President and Chief
Executive Officer
<PAGE>
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of
1933, this registration statement has been signed by the
following persons in the capacities indicated on November 20,
1997. Each of the directors and/or officers of CFW
Communications Company whose signature appears below hereby
appoints James S. Quarforth and David M. Carter, and each of them
severally, as his attorney-in-fact to sign in his name and
behalf, in any and all capacities stated below and to file with
the Securities and Exchange Commission, any and all amendments,
including post-effective amendments to this registration
statement, making such changes in the registration statement as
appropriate, and generally to do all such things in their behalf
in their capacities as officers and directors to enable CFW
Communications Company to comply with the provisions of the
Securities Act of 1933, and all requirements of the Securities
and Exchange Commission.
Signature Title
/s/ James S. Quarforth President and Chief Executive
James S. Quarforth Officer and Director
(Principal Executive Officer)
/s/ Michael B. Moneymaker Vice President - Finance
Michael B. Moneymaker (Principal Financial Officer)
/s/ Christina S. Smith Vice President -
Christina S. Smith Administration, Treasurer and
Secretary
(Principal Accounting Officer)
/s/ C. Phillip Barger Director
C. Phillip Barger
/s/ William Wayt Gibbs, V Director
William Wayt Gibbs, V
/s/ C. Wilson McNeely, III Director
C. Wilson McNeely, III
/s/ John B. Mitchell Director
John B. Mitchell
/s/ John N. Neff Director
John N. Neff
/s/ Carl A. Rosberg Senior Vice President and
Carl A. Rosberg Director
/s/ Meredith E. Yeago Director
Meredith E. Yeago
/s/ Robert S. Yeago, Jr. Chairman of the Board
Robert S. Yeago, Jr.
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
4.1 Articles of Incorporation, as amended
(filed as Exhibit 3.1 to the registrant's
Annual Report on Form 10-K for the year
ended December 31, 1995 and incorporated
herein by reference)
5.1 Opinion of Hunton & Williams as to the
legality of the securities being registered
(filed herewith)
10.1 CFW Communications Company Non-Employee
Directors' Stock Option Plan (filed herewith)
23.1 Consent of Hunton & Williams (included in
Exhibit 5.1)
23.2 Consent of McGladrey & Pullen, LLP (filed
herewith)
24.1 Power of Attorney (included on signature page)
Exhibit 5.1
HUNTON & WILLIAMS
Riverfront Plaza, East Tower
951 East Byrd Street
Richmond, Virginia 23219-4074
Telephone (804) 788-8200
Facsimile (804) 788-8218
November 21, 1997
Board of Directors
CFW Communications Company
P.O. Box 1990
Waynesboro, Virginia 22980
CFW Communications Company
Registration Statement on Form S-8
Ladies and Gentlemen:
We are acting as counsel for CFW Communications Company (the
"Company") in connection with its Registration Statement on Form
S-8, as filed with the Securities and Exchange Commission, with
respect to up to 25,000 shares of the Company's Common Stock to
be issued by the Company (the "Shares") pursuant to the CFW
Communications Company Non-Employee Directors' Stock Option Plan
(the "Plan"). In connection with the filing of the Registration
Statement, you have requested our opinion concerning certain
corporate matters.
In rendering this opinion, we have relied upon, among other
things, our examination of such records of the Company and
certificates of its officers and of public officials as we
have deemed necessary.
Based upon the foregoing and the further qualifications
stated below, we are of the opinion that:
1. The Company has been duly incorporated and is validly
existing and in good standing under the laws of the Commonwealth
of Virginia.
2. The Shares have been duly authorized and, when such
shares have been issued in accordance with the terms of the Plan,
will be legally issued, fully paid and nonassessable.
We consent to the filing of this opinion with the Securities
and Exchange Commission as an exhibit to the Form S-8. In giving
this consent, we do not admit that we are within the category of
persons whose consent is required by section 7 of the Securities
Act of 1933 or the rules and regulations promulgated thereunder
by the Securities and Exchange Commission.
Very truly yours,
/s/ Hunton & Williams
Exhibit 10.1
CFW COMMUNICATIONS COMPANY
NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
<PAGE>
CFW COMMUNICATIONS COMPANY
NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
ARTICLE I
DEFINITIONS
1.01. AGREEMENT means a written agreement (including any
amendment or supplement thereto) between the Company and a
Participant specifying the terms and conditions of an Option
granted to such Participant.
1.02. BOARD means the Board of Directors of the Company.
1.03. BUSINESS DAY means any day other than Saturday, Sunday,
or a Company holiday.
1.04. CODE means the Internal Revenue Code of 1986, as
amended.
1.05. COMMON STOCK means the common stock of the Company.
1.06. COMPANY means CFW Communications Company.
1.07. DATE OF GRANT means each January 2 or if January 2 is
not a Business Day, the next Business Day thereafter during the
term of the Plan.
1.08. DIRECTOR means a member of the Board.
1.09. DISABILITY means a permanent and total disability as
defined in Section 22(e)(3) of the Code.
1.10. ELECTION DATE means each December 15 during the term of
the Plan.
1.11. FAIR MARKET VALUE means, on any given date, the average
of the closing bid and asked prices of a share of Common Stock as
reported by such source as the Board may select. If there
is no closing bid and asked price for the common stock on such
day, then Fair Market Value means the average of the closing bid
and asked prices as reported on the next preceding day as
reported by such source as the Board may select.
1.12. OPTION means a stock option that entitles the holder to
purchase from the Company a stated number of shares of Common
Stock at the shares' Fair Market Value.
1.13. PARTICIPANT means a Director who is not an employee of
the Company on the applicable Date of Grant.
1.14. PLAN means the CFW Communications Company Non-Employee
Directors' Stock Option Plan.
1.15. PRIMARY OPTION means an Option granted on January 2,
1997.
1.16. RETAINER FEE means any compensation payable to a
Director without regard to the Director's attendance at any
meeting of the Board.
ARTICLE II
PURPOSES
The Plan is intended to promote a greater identity of
interest between Participants and the Company's shareholders.
The Plan is also intended to provide an attractive investment
opportunity for Participants by allowing Participants to receive
Options in lieu of all or part of their annual Retainer Fee.
ARTICLE III
ADMINISTRATION
The Plan shall be administered by the Board. The Board
shall have complete authority to interpret all provisions of this
Plan; to prescribe the form of Agreements; to adopt, amend,
and rescind rules and regulations pertaining to the
administration of the Plan; and to make all other determinations
necessary or advisable for the administration of this Plan. The
express grant in the Plan of any specific power to the Board
shall not be construed as limiting any power or authority of the
Board. Any decision made, or action taken, by the Board or in
connection with the administration of this Plan shall be final
and conclusive. No member of the Board shall be liable for any
act done in good faith with respect to this Plan or any Agreement
or Option. All expenses of administering this Plan shall be
borne by the Company.
ARTICLE IV
GRANT OF OPTIONS
On or before each Election Date, each Participant may elect
to receive an Option on the next Date of Grant in lieu of all or
part of the Retainer Fee, in multiples of ten percent, otherwise
payable to the Participant during the next following calendar
year. Except as provided in Article XIII, the Participant's
decision to receive an Option shall be irrevocable. Prior to
each Election Date the Board shall determine the number of shares
of Common Stock for which an Option shall be granted for a stated
amount of Retainer Fee relinquished by a Participant. All
Options shall be evidenced by Agreements which shall be subject
to the applicable provisions of the Plan and to such other
provisions as the Board may adopt.
ARTICLE V
STOCK SUBJECT TO OPTIONS
Upon the exercise of any Option, the Company may deliver to
the Participant (or the Participant's broker if the Participant
so directs) authorized but unissued Common Stock. The maximum
aggregate number of shares of Common Stock that may be issued
pursuant to the exercise of Options under this Plan is 25,000
shares. The maximum aggregate number of shares of Common Stock
that may be issued under this Plan shall be subject to adjustment
as provided in Article IX. If an Option is terminated, in whole
or in part, for any reason other than its exercise, the number of
shares of Common Stock allocated to the Option or portion thereof
may be reallocated to other Options to be granted under this
Plan.
ARTICLE VI
OPTION PRICE
The price per share for Common Stock purchased on the
exercise of an Option shall be the shares' Fair Market Value on
the Option's Date of Grant.
ARTICLE VII
EXERCISE OF OPTIONS
7.01. MAXIMUM OPTION PERIOD. No Option shall be exercisable
after the expiration of ten years from its Date of Grant.
7.02. NONTRANSFERABILITY. Options granted under this Plan
shall be nontransferable except by will or by the laws of descent
and distribution. During the lifetime of the Participant to whom
the Option is granted, the Option may be exercised only by the
Participant. No right or interest of a Participant in any Option
shall be liable for, or subject to, any lien, obligation, or
liability of such Participant.
ARTICLE VIII
METHOD OF EXERCISE
8.01. EXERCISABILITY OF PRIMARY OPTIONS. Subject to the
provisions of Articles VII, X, and XV, a Primary Option shall
become exercisable with respect to any number of whole shares
that equals, or most nearly equals but does not exceed,
five-twelfths (5/12) of the shares covered by the Option on May
1, 1997, and with respect to an additional number of whole shares
that equals, or most nearly equals but does not exceed,
one-twelfth (1/12) of the shares covered by the Option on the
first day of each of the six months thereafter and with respect
to the remaining shares, on December 1, 1997. The preceding
sentences to the contrary notwithstanding and subject to the
provisions of Articles VII, X, and XV, Primary Options shall
become fully exercisable if the Participant ceases to be a
Director due to the Participant's death or Disability.
8.02. EXERCISABILITY OF ALL OTHER OPTIONS. Subject to the
provisions of Articles VII, X, and XV, an Option other than a
Primary Option shall be exercisable with respect to any number of
whole shares that equals, or most nearly equals but does not
exceed, one-twelfth of the shares subject to the Option on the
Option's Date of Grant, and shall become exercisable with respect
to an additional number of whole shares that equals, or most
nearly equals but does not exceed, one-twelfth of the shares
subject to the Option on the first day of each of the ten months
thereafter and with respect to the remaining shares on the
December 1 next following the Option's Date of Grant. The
preceding sentences to the contrary notwithstanding and subject
to the provisions of Articles VII, X, and XV, an Option shall
become fully exercisable if the Participant ceases to be a
Director as a result of the Participant's death or Disability.
8.03. PAYMENT. Payment of the Option price may be made in
cash, by the surrender of shares of Common Stock, or a
combination thereof. If Common Stock is used to pay all or part
of the Option price, the sum of the cash paid and the Fair Market
Value (determined as of the day before the date of exercise) of
any shares surrendered must not be less than the Option price for
the shares for which the Option is exercised.
8.04. TERMINATION OF BOARD MEMBERSHIP. An Option shall be
forfeited as of the date that the Participant ceases to be a
Director except to the extent that the Option is then exercisable
or becomes exercisable as of that date. An Option that is
exercisable or that becomes exercisable when a Participant ceases
to be a Director may be exercised (by the Participant or his
estate or beneficiary following his death) until the date that is
ten years from the Option's Date of Grant.
8.05. SHAREHOLDER RIGHTS. No Participant shall have any
rights as a shareholder with respect to shares of Common Stock
subject to his Option until the date of exercise of such Option.
ARTICLE IX
ADJUSTMENT UPON CHANGE IN COMMON STOCK
The maximum number of shares that may be issued upon the
exercise of options under this Plan, and the terms of outstanding
Options shall be adjusted as the Board shall determine to be
equitably required in the event that the Company (a) effects one
or more stock dividends, stock split-ups, subdivisions or
consolidations of shares or (b) engages in a transaction
described in Section 424 of the Code applies. Any determination
made under this Article IX by the Board shall be final and
conclusive.
The issuance by the Company of shares of stock of any class,
or securities convertible into shares of stock of any class, for
cash or property, or for labor or services, either upon direct
sale or upon the exercise of rights or warrants to subscribe
therefor, or upon conversion of shares or obligations of the
Company convertible into such shares or other securities, shall
not affect, and no adjustment by reason thereof shall be made
with respect to, outstanding Options.
ARTICLE X
COMPLIANCE WITH LAW AND APPROVAL OF REGULATORY BODIES
No Option shall be exercisable, no Common Stock shall be
issued, no certificates for shares of Common Stock shall be
delivered, and no payment shall be made under this Plan except in
compliance with all applicable federal and state laws and
regulations (including, without limitation, withholding tax
requirements), any listing agreement to which the Company
is a party, and the rules of all domestic stock exchanges on
which the Company's shares may be listed. The Company shall have
the right to rely on an opinion of its counsel as to such
compliance. Any share certificate issued to evidence Common
Stock for which an Option is exercised may bear such legends and
statements as the Board may deem advisable to assure compliance
with federal and state laws and regulations. No Option shall be
exercisable, no Common Stock shall be issued, no certificate for
shares shall be delivered, and no payment shall be made under
this Plan until the Company has obtained such consent or approval
as the Board may deem advisable from regulatory bodies having
jurisdiction over such matters.
ARTICLE XI
GENERAL PROVISIONS
11.01. EFFECT ON SERVICE. Neither the adoption of this Plan,
its operation, nor any documents describing or referring to this
Plan (or any part thereof) shall confer upon any Participant any
right to continue service as a Director.
11.02. UNFUNDED PLAN. The Plan, insofar as it provides for
grants, shall be unfunded, and the Company shall not be required
to segregate any assets that may at any time be represented by
grants under this Plan. Any liability of the Company to any
person with respect to any grant under this Plan shall be based
solely upon any contractual obligations that may be created
pursuant to this Plan. No such obligation of the Company shall
be deemed to be secured by any pledge of, or other encumbrance
on, any property of the Company.
11.03. RULES OF CONSTRUCTION. Headings are given to the
articles and sections of this Plan solely as a convenience to
facilitate reference. The reference to any statute, regulation,
or other provision of law shall be construed to refer to any
amendment to or successor of such provision of law.
ARTICLE XII
AMENDMENT
The Board may amend this Plan from time to time; provided,
however, that no amendment may become effective until shareholder
approval is obtained if the amendment (i) materially increases
the aggregate number of shares of Common Stock that may be issued
under the Plan, (ii) materially changes the class of individuals
eligible to become Participants or (iii) materially increases the
benefits that may accrue to Participants under the Plan. No
amendment shall, without a Participant's consent, adversely
affect any rights of such Participant under any Option
outstanding at the time such amendment is made.
ARTICLE XIII
TERMINATION
The Board may terminate this Plan at any time. This Plan
will terminate automatically, without any action of the Board if,
on any Date of Grant, there are insufficient shares available for
the grant of Options in accordance with the terms of the Plan in
which event Participants' elections with respect to such Options
shall be rescinded and such Participants' entire retainer fee
shall be payable in its customary fashion. The termination of
this Plan shall not affect any rights of a Participant under any
Option outstanding at the time of such termination.
ARTICLE XIV
DURATION OF PLAN
No Option may be granted under this Plan after January 2,
2006. Options granted on or before January 2, 2006, shall remain
valid in accordance with their terms.
ARTICLE XV
EFFECTIVE DATE OF PLAN
No Option granted under this Plan may become exercisable
until this Plan is approved by a majority of the votes entitled
to be cast by the Company's shareholders, voting either in
person or by proxy, at the 1997 annual meeting of the Company's
shareholders. In the event that the Company's shareholders do
not approve the Plan, each Participant shall receive a cash
payment on May 1, 1997 equal to the value of any Retainer Fees
relinquished pursuant to Section 4.01.
Exhibit 24.1
CONSENT OF McGLADREY & PULLEN, LLP
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated
February 14, 1997 appearing on page 30 of the annual report to
shareholders of CFW Communications Company and subsidiaries (the
Company) for the year ended December 31, 1996, which is
incorporated by reference in the annual report on Form 10-K of
the Company for the year ended December 31, 1996.
/s/ McGladrey & Pullen, LLP
Richmond, Virginia
November 18, 1997
