Exhibit 3



Amendment to Bylaws as approved at the  December  15, 1997 Board  meeting of CFW
Communications Company:

Article  II,  Section  2.6  (Eligibility  for  Service  as a  Director)  of  the
Corporation's Bylaws is deleted in its entirety and the following is substituted
in its place:

2.6 Eligibility for Service as a Director. No person who shall have attained the
age of 70 years shall be eligible for election as a Director of the Corporation.
Notwithstanding  the  foregoing,  any person who is serving as a Director of the
Company and who was serving as a Director of Clifton Forge-Waynesboro  Telephone
Company on April 28, 1986 who had  attained  the age of 70 on such date shall be
eligible for election and to serve until reaching age 80,  whereupon such person
shall retire, and any person who on such date had attained the age of 60 but was
under the age of 70 shall be eligible for  election and to serve until  reaching
age 75, whereupon such person shall retire.