SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

FORM 10-K

___ (Mark One)
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
- ---
ACT OF 1934
(FEE REQUIRED)
For fiscal year ended December 31, 1996
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OR
- ---
___ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
(NO FEE REQUIRED)

For the transition period from _______ to ____________________________________

Commission file number: 0-16751
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CFW COMMUNICATIONS COMPANY
- --------------------------------------------------------------------------------

Virginia 54-1443350
-------- ----------
(State or other jurisdiction of (I. R. S. employer
incorporation or organization) identification number)

P. O. Box 1990, Waynesboro, Virginia 22980
- ------------------------------------ -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 540-946-3500
------------

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

Title of Each Class Name of Each Exchange on Which Registered
- ------------------- -----------------------------------------
None None

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

Common Stock, no par value
(Title of Class)

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. (X)

Aggregate market value of the voting stock held by non-affiliates of the
registrant as of February 24, 1997; $258,268,548. (In determining this figure,
the registrant has assumed that all of its directors and executive officers are
affiliates. Such assumption shall not be deemed conclusive for any other
purpose. The aggregate market value has been computed based upon the average of
the bid and asked prices as of February 24, 1997.)

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 February 24, 1997 12,980,212 shares
------------------

DOCUMENTS INCORPORATED BY REFERENCE

Information from the following documents has been incorporated by
reference in this report:

--- Annual Report to Shareholders for year ended December 31, 1996
PARTS I AND II
--- Proxy Statement for 1997 Annual Meeting of Shareholders - PARTS I AND
III

CFW COMMUNICATIONS COMPANY FORM 10-K

PART I

Item 1. BUSINESS

CFW Communications Company ("CFW" or the "Company") is a
diversified communications company that provides a broad
range of communications products and services to business
and residential customers in Virginia through six
operating divisions. The Company's 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 business strategy is to be a regional,
integrated, full-service provider of voice, data and video
communications products and services to customers within
an expanding service area. The principal components of the
Company's strategy include (i) offering a full range of
communications products and services; (ii) focusing on
wireless communications and other higher growth products
and services; (iii) continuing its tradition of delivering
high quality service to its customers; and (iv) expanding
its geographic presence throughout Virginia and
surrounding states.

Through its subsidiary, CFW Telephone Inc., the Company
provides wireline services such as local exchange and
telephone service to approximately 28,000 customers in the
cities of Waynesboro, Clifton Forge and Covington,
Virginia, and the surrounding counties, and maintains
approximately 34,000 access lines throughout its assigned
territory.

In addition to its local telephone operations, the
Company, through its wireline subsidiary, CFW Network
Inc., owns and operates over 450 miles of fiber optic
cable in Western and Central Virginia, using
state-of-the-art electronics, thus establishing a regional
backbone for the rapid deployment of broadband services
beyond traditional franchise boundaries. During 1996 CFW
became certified by the State Corporation Commission to
provide local telephone services to an eleven county
region in the central and western portions of Virginia.
Having already constructed competitive access networks in
Harrisonburg and Charlottesville, Virginia, and with other
markets planned within the region, CFW Network Inc. is
positioned to offer local telephone and long distance
service. CFW Network Inc. also leases capacity on this
network to long distance carriers. Continued expansion and
enhancement of the network infrastructure is a key element
in the strategic plan to provide a regional platform for
the deployment of new services such as Personal
Communications Services (PCS).

The Company through its wireline subsidiary, CFW Cable of
Virginia Inc., purchased the Alleghany County system from
Sammons Communications Company, Inc. in mid year 1995. CFW
Cable of Virginia Inc. operates a traditional coaxial
cable system and services 7,000 customers in Alleghany
County, Virginia. During

CFW COMMUNICATIONS COMPANY FORM 10-K

1996, the Company completed the rebuild and expansion of
this wireline system to a state-of-the-art hybrid fiber
coaxial (HFC) network with 750 MHZ of capacity. This
upgrade provides better signal quality, expands the number
of channels and includes additional premium channels. This
new HFC network provides the infrastructure for the
Company to offer high speed modems for service such as
Internet and allows the Company to offer voice, data and
video over a single wireline network.

The Company also currently provides wireless
communications products and services such as cellular,
paging and cable. Through its CFW Cellular Inc.
subsidiary, the Company owns approximately 76% of, and is
the general partner in, a limited partnership that
provides cellular service in Virginia RSA6, a cellular
geographic area in Western Virginia covering a population
of approximately 200,000 and 75 miles of interstate
highway. The Company also is a limited partner in the
partnerships providing cellular service in the Roanoke MSA
and Virginia RSA5, in which it has a 30% and a 22%
interest, respectively. In late 1996 the Company entered
an agreement to sell its 30% limited interest in the
Roanoke MSA cellular partnership to GTE Wireless (GTE) for
approximately $6.6 million. The Company also agreed to
acquire from GTE its 10% limited interest in the Virginia
RSA6 cellular partnership for approximately $1.3 million.
Additional information regarding this transaction is
included in Note 11, page 29 of the Annual Report of CFW
Communications Company to its shareholders for the year
ended December 31, 1996, and is incorporated herein by
reference.

Through a combination of acquisitions involving the
Virginia PCS Alliance, LC. (Alliance) and a joint venture
with R&B Communications, Inc. (R&B), the Company has
acquired radio frequency spectrum licenses for PCS for a
contiguous area encompassing a population of five million,
which includes Central and Western Virginia, most of West
Virginia, and parts of Kentucky, Maryland, Ohio,
Pennsylvania, and Tennessee. As managing partner of the
Alliance, the Company is actively building a PCS system.
The Company expects to begin offering PCS services in the
second half of 1997 to new service areas including
Roanoke, Lynchburg, Charlottesville, Staunton, Waynesboro,
Harrisonburg, Winchester, Danville and Martinsville,
Virginia.

Through its subsidiary, CFW Cable Inc., the Company owns
and operates wireless cable systems in the
Charlottesville, Shenandoah Valley and Richmond, Virginia
markets. These systems currently provide wireless cable
service to over 11,000 customers. The Richmond system
utilizes a new decoder technology which eliminates the
need for cable converter boxes thereby making it easier
for customers to use. Additional systems are planned to
provide services to the Winchester, Virginia/Martinsburg,
West Virginia area in the next eighteen months.

CFW COMMUNICATIONS COMPANY FORM 10-K

CFW Information Services Inc., provides operator based
information services. This subsidiary was established in
1994 and began operations in February 1995, providing
directory assistance services for AT&T customers
requesting phone numbers in the mid-Atlantic states. CFW
Information Services Inc. currently provides employment
for over 300 directory assistance positions through a
long-term agreement with AT&T, that created $6.4 million
of revenue during 1996 and has resulted in an expansion of
services in early 1997 which will increase call volume by
approximately 60%. The contract commenced on December 1,
1994 and has an initial term of five years.

These facilities can be leveraged to provide directory
assistance for other telecommunication companies, call
completion and other operator services.

The Company provides other communications services such as
those provided by its subsidiary, CFW Communications
Services Inc. which has become the central sales
organization for the Company. Through a contract with
Independent National Exchange Carrier's Association
Services, CFW Communications Services provides prepaid
calling and sales support material to independent
telephone companies across the United States.
Additionally, CFW Communications Services provides alarm
installation and monitoring services.

The Company also generates revenues from a variety of
other communications-related services. The Company
provides billing and collection services to long distance
carriers within the Company's local exchange and publishes
a regional telephone directory that is used by both its
customers and customers in neighboring local exchanges.

The percentage of total sales contributed by each class of
service is as follows:

1996 1995 1994
---- ---- ----

Wireline communications 65.0% 67.8% 79.8%
Wireless communications 18.0% 17.1% 16.6%
Directory assistance 12.8% 10.9% -
Other communications services 4.2% 4.2% 3.6%

Construction materials and equipment are furnished from
dependable suppliers. Delivery of materials and equipment
is being made on normal schedules. Programs have been
initiated by the registrant to conserve fuel and energy.
Regulations published by the Federal Energy Office give
high priority to telephone companies in the allocation of
fuel in the event of a shortage.

CFW Telephone Inc. holds a Certificate of Public
Convenience and Necessity granted by the State Corporation
Commission of Virginia to provide telephone services in
its certificated area. CFW

CFW COMMUNICATIONS COMPANY FORM 10-K

Telephone also holds franchises granted by the cities of
Clifton Forge, Covington and Waynesboro which expire in
2021 and the town of Iron Gate which expires in 2024.
These franchises grant CFW Telephone the right to place
its poles and wires in the respective jurisdictions.

CFW Network Inc. operates a fiber optic network which is
unique to the area it serves. It holds a Certificate of
Public Convenience and Necessity to provide interexchange
services anywhere within the Commonwealth of Virginia and
in 1996 was granted a Certificate of Public Convenience
and Necessity to provide local exchange telecommunications
services in all or parts of the following Virginia
counties: Albemarle, Amherst, Augusta, Bedford, Campbell,
Frederick, Nelson, Roanoke, Rockbridge, Rockingham, and
Shenandoah, and in the following Virginia cities: Roanoke,
Lynchburg, Salem, Charlottesville, Harrisonburg, Bedford,
Lexington, Staunton, Winchester, and Buena Vista. The
Company will compete with other local telephone companies.

CFW Cable of Virginia Inc. provides coaxial cable service
in primarily the same franchised area as CFW Telephone
provides local telephone service. Over-the-air
broadcasting, direct broadcast satellite service and other
satellite based services may compete with the Company's
wireline cable system.

CFW Cellular Inc. competes with one other entity who has
been selected to offer cellular services in Virginia RSA6
and will be competing with new PCS providers entering its
market. The new 100% digital wireless technology known as
PCS or Personal Communications Services is currently
available in some metropolitan markets and will be
available in the near future in the more rural markets.
PCS provides higher voice quality, longer battery life,
text messaging and more enhanced features than cellular.
PCS will initially compete with local telephone and
cellular providers through fixed wireline replacement and
limited mobility services.

CFW Cable Inc. has FCC licenses and lease arrangements
with FCC licensees to provide wireless cable service in
the Shenandoah Valley, Charlottesville, Richmond,
Lynchburg, Winchester, Virginia/Martinsburg, West Virginia
markets. Conventional cable television service and
over-the-air-broadcasting, direct broadcast satellite
service and other satellite-based services also may
compete with the Company's wireless cable television
operations.

In early 1996, Congress passed the Telecommunications Act
of 1996, aimed at increasing competition in
telecommunications services such as local telephone, cable
and long distance. The Company has developed a strategic
plan to capitalize on these opportunities and as
previously stated, are now certified by the State
Corporation Commission to provide local telephone services
to an eleven county region in the central and western
portions of

CFW COMMUNICATIONS COMPANY FORM 10-K

Virginia.

Seasonal effect on the business is not material. No
extended payment terms are made to customers. Orders for
installation of services are being filled on a current
basis. No material part of the business is done with the
Government. Research and development is performed by the
registrant's suppliers. For the years ended December 31,
1996, 1995 and 1994, AT&T accounted for 24%, 24% and 17%,
respectively, of the registrant's consolidated revenues.
These revenues primarily consisted of carrier access
charges for long distance services, billing and collection
services and directory assistance.

The Company believes that it is in compliance with
federal, state and local provisions which have been
enacted or adopted regulating the discharge of materials
into the environment or otherwise relating to the
protection of the environment. The Company does not
anticipate any material effect on capital expenditures for
environmental control facilities at any time in the future
in order to maintain its compliance.

The Company employs 454 regular full-time and part-time
persons.

CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR"
PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT
OF 1995

The Company desires to take advantage of the new "safe
harbor" provisions of the Private Securities Litigation
Reform Act of 1995. The Company wishes to caution readers
that the following important factors, among others, in
some cases have affected, and in the future could affect,
the Company's actual results and could cause the Company's
actual consolidated results for 1997 and beyond, to differ
materially from those expressed in any forward-looking
statements made by, or on behalf of, the Company:
moderating growth in demand for the Company's wireless
products; difficulties or delays in reaching profitability
in recently acquired businesses; ability to control costs,
including employee costs; start up costs of new
businesses; uncertain impact of new legislation which
could result in increased competition; industry
consolidation resulting in competition from companies with
greater resources; changes in technology resulting in
increased costs; nonrenewal of major contracts; and
achievement of buildout, operational, and marketing plans
relating to deployment of PCS services.

EXECUTIVE OFFICERS OF THE COMPANY

Name Office Age
---- ------ ---

J. S. Quarforth President and Chief Executive Officer 42
C. A. Rosberg Senior Vice President 44
D. R. Maccarelli Senior Vice President 44
J. W. Brownlee Vice President - Telephone Operations 56

CFW COMMUNICATIONS COMPANY FORM 10-K

EXECUTIVE OFFICERS OF THE COMPANY - Continued

Name Office Age
---- ------ ---

C. S. Smith Vice President - Administration,
Treasurer and Secretary 36
M. B. Moneymaker Vice President - Finance 39
W. C. Catlett Vice President - Strategy and
Business Development 37

Information for Mr. Quarforth and Mr. Rosberg is included
under the heading "Election of Directors" in the Proxy
Statement of the registrant for its 1997 Annual Meeting of
Shareholders and is incorporated herein by reference.

Mr. Maccarelli became Senior Vice President in January
1994 after serving as Vice President - Network Services
since January 1993. Previously, he served in the following
capacities for Bell Atlantic Corporation: as Director of
Fast Packet Services from April 1992 until December 1992;
as Director of Business Development from January 1992
until April 1992; and as Director of Network Planning from
December 1988 until January 1992.

Mr. Brownlee became Vice President - Telephone Operations
in January 1989 after serving as Outside Plant Engineering
and Construction Manager from October 1978 until January
1989.

Ms. Smith became Vice President - Administration,
Treasurer and Secretary in May 1995 after serving as Vice
President - Finance, Treasurer and Secretary since January
1994. Previously, she served as Controller from May 1989
until January 1994.

Mr. Moneymaker became Vice President - Finance in October
1995. Previously he was a Senior Manager for Ernst and
Young from October 1989 until October 1995.

Mr. Catlett became Vice President - Strategy and Business
Development in January 1997 after serving as Director of
Business Development since January 1994. Previously, he
served as Planning and Regulatory Manager from April 1992
until January 1994 and Revenue Requirements Manager from
May 1990 until April 1992.

Item 2. PROPERTIES

The Company owns its four exchange buildings and all
equipment therein in the cities of Clifton Forge,
Covington and Waynesboro and the rural community of Potts
Creek. The Company also owns a plant service center
building located approximately one mile from

CFW COMMUNICATIONS COMPANY FORM 10-K

the Waynesboro and Covington exchange buildings. The
Company owns its corporate headquarters building located
in Waynesboro, Virginia. Additionally, the Company owns
two 15,700 square feet directory service centers, one
located in Clifton Forge, Virginia and the other located
in Waynesboro, Virginia. The Company is currently
constructing a 14,400 square foot building located
adjacent to its directory service center in Waynesboro,
Virginia for purposes of housing its main PCS operations.
The anticipated date of completion is July 1997. All
buildings are of masonry construction and are in good
condition.

Item 3. LEGAL PROCEEDINGS

Through its acquisition of American Quality Cable
Corporation and its operating subsidiary Charlottesville
Quality Cable Operating Company ("CQCOC") in January 1994,
the Company assumed certain litigation matters, which
involved disputes with Adelphia Cable over the termination
of Adelphia's television access rights to certain
apartment buildings in Charlottesville, the use of certain
cable equipment within the buildings and the legitimacy of
certain revenue-sharing arrangements with property
management and/or entities related to property ownership
under Virginia statutory law. In August 1994, the United
States District Court for the Western District of Virginia
issued a ruling in connection with one of these litigation
matters, resolving certain claims against CQCOC, including
the imposition of monetary damages. This ruling was
affirmed by the United States Court of Appeals for the
Fourth Circuit in September 1995. The ruling did not have
a material adverse effect on the Company's results of
operations, financial condition or liquidity.

In connection with the final litigation matter, in
September 1995, the United States District Court for the
Western District of Virginia entered an Order of Partial
Judgment against CQCOC, and others, following a trial
before the United States Magistrate Judge for the
District. The Court awarded damages against CQCOC, jointly
and severally with others, plus attorneys' fees. The
Company filed an appeal of this ruling to the United
States Court of Appeals for the Fourth Circuit. Oral
argument was held in January 1997. In March 1997 the
United States Court of Appeals affirmed the United States
District Court's ruling on all items except punitive
damages. The ruling will not have a material adverse
effect on the Company's results of operations, financial
condition or liquidity.

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters submitted to a vote of security
holders during the quarter ending December 31, 1996.

CFW COMMUNICATIONS COMPANY FORM 10-K

PART II

Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The Common Stock of the Company is listed in the Nasdaq
National Market. The number of registered shareholders
totaled 2,883 as of December 31, 1996, a decrease of six
since December 31, 1995. The range of bid prices for the
two most recent fiscal years is included in a table under
the heading "Quarterly Review" on Page 31 of the Annual
Report of CFW Communications Company to its shareholders
for the year ended December 31, 1996 and is incorporated
herein by reference. The regular cash dividend paid for
each quarter of 1996 and 1995 was $0.098 and $0.09475,
respectively, totaling $0.392 and $0.379.

The Company's 7.26% unsecured senior notes contain
restrictive covenants including restrictions relating to
the payment of dividends. Pursuant to the restrictions of
the senior notes, approximately $2,100,000 of the
Company's consolidated retained earnings were available
for the payment of dividends at December 31, 1996.

Item 6. SELECTED FINANCIAL DATA

The information included under the heading "Selected
Financial Data and Five Year Growth Comparison" on Page 31
of the Annual Report of CFW Communications Company to its
shareholders for the year ended December 31, 1996 is
incorporated herein by reference.

Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

The "Management's Discussion and Analysis" found on Pages
14 through 16 of the Annual Report of CFW Communications
Company to its shareholders for the year ended December
31, 1996 is incorporated herein by reference.

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Information required by this item is incorporated herein
by reference to the Annual Report of CFW Communications
Company to its shareholders for the year ended December
31, 1996 as follows:

Financial statements and Independent Auditor's Report
found on Pages 17 through 30.

Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE

None

CFW COMMUNICATIONS COMPANY FORM 10-K

PART III

Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information included under the heading "Election of
Directors" in the definitive Proxy Statement of the
registrant for its 1997 Annual Meeting of Shareholders is
incorporated herein by reference.

Item 11. EXECUTIVE COMPENSATION

The information included under the heading "Summary
Compensation Tables" in the definitive Proxy Statement of
the registrant for its 1997 Annual Meeting of Shareholders
is incorporated herein by reference.

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information included under the heading "Election of
Directors" in the definitive Proxy Statement of the
registrant for its 1997 Annual Meeting of Shareholders is
incorporated herein by reference.

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information included under the heading "Election of
Directors" in the definitive Proxy Statement of the
registrant for its 1997 Annual Meeting of Shareholders is
incorporated herein by reference.

CFW COMMUNICATIONS COMPANY FORM 10-K

PART IV

Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)1. Financial Statements

The following financial statements of CFW Communications Company
are incorporated by reference in Part II, Item 8 of this FORM
10-K:

Consolidated Balance Sheets at December 31, 1996, 1995, and 1994.

Consolidated Statements of Income for the years ended December 31,
1996, 1995, and 1994.

Consolidated Statements of Shareholders' Equity for the years
ended December 31, 1996, 1995, and 1994.

Consolidated Statements of Cash Flows for the years ended December
31, 1996, 1995, and 1994.

Notes to Consolidated Financial Statements.

Independent Auditor's Report.

2. Exhibits

( 3) Articles of Incorporation and Bylaws, including all
amendments thereto, are incorporated by reference to
Form 10-K, Exhibit 3, of CFW Communications Company
dated March 11, 1996.

( 4) Original Note Agreement dated as of January 1, 1993
for $20,000,000 7.26% senior notes due January 1,
2008 is incorporated herein by reference to Form
10-K, Exhibit 4, of CFW Communications Company dated
March 24, 1993.

(10) The previously filed 1988 Stock Option plan is
incorporated herein by reference to the Company's
Registration Statement on Form S-4. (Regis. No.
33-20201) Annex IV.*

(13) Annual Report of CFW Communications Company to its
shareholders for the year ended December 31, 1996
(See Note 1).

(21) Subsidiaries of the registrant.

(23) Consent of McGladrey and Pullen, LLP.

(27) Financial Data Schedule

CFW COMMUNICATIONS COMPANY FORM 10-K

Note 1. With the exception of the information incorporated in this Form
10-K by reference thereto, the Annual Report shall not be deemed "filed"
as part of this Form 10-K.

* Compensatory plan or arrangement required to be filed
as an exhibit to this report pursuant to item 14(C)
of Form 10-K.

(b) Reports on Form 8-K.

There were no reports on Form 8-K for the three months ended
December 31, 1996.

CFW COMMUNICATIONS COMPANY FORM 10-K

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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
Dated: March 24, 1997
By s/ J. S. Quarforth
---------------------------------
J. S. Quarforth, President
and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated:

s/ R. S. Yeago, Jr. Chairman of the Board,
- --------------------------- and Director March 24, 1997
R. S. Yeago, Jr.

President and
s/ J. S. Quarforth Chief Executive Officer, March 24, 1997
- --------------------------- and Director
J. S. Quarforth

s/ C. A. Rosberg Senior Vice President,
- --------------------------- and Director March 24, 1997
C. A. Rosberg

s/ M. E. Yeago Director March 24, 1997
- ---------------------------
M. E. Yeago

s/ C. P. Barger Director March 24, 1997
- ---------------------------
C. P. Barger

s/ W. W. Gibbs, V Director March 24, 1997
- ---------------------------
W. W. Gibbs, V

s/ J. B. Mitchell, Sr. Director March 24, 1997
- ---------------------------
J. B. Mitchell, Sr.

s/ C. W. McNeely, III Director March 24, 1997
- ---------------------------
C. W. McNeely, III

s/ J. N. Neff Director March 24, 1997
- ---------------------------
J. N. Neff
Vice President-Administration,
s/ C. S. Smith Treasurer and Secretary March 24, 1997
- ---------------------------
C. S. Smith

s/ M. B. Moneymaker Vice President-Finance March 24, 1997
- ---------------------------
M. B. Moneymaker