Exhibit 10.10

            AMENDMENT NO. 1 TO THE INCENTIVE STOCK OPTION AGREEMENT

     This Amendment No. 1 to the Incentive Stock Option Agreement, effective as
of July 26, 2000, by and between CFW Communications Company, a Virginia
corporation (the "Company"), and (name) ("Participant").

     WHEREAS, on (date) the Company and the Participant entered into an
Incentive Stock Option Agreement pursuant and subject to the provisions of the
Company's 1997 Stock Option Plan.

     WHEREAS, the parties hereto desire to amend the Incentive Stock Option
Agreement to clarify their agreement with respect thereto;

     NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and based upon the mutual covenants
contained herein, the parties hereto agree as follows:

     1.   Section 6 is hereby amended to include the following new subparagraphs
inserted after subparagraph (d):

          (e)  A "change in control" shall not include an acquisition, directly
or indirectly, of more than 30% of the combined voting power of the Company's
then outstanding securities by WCAS, any Controlled Entity and any person to
whom WCAS is permitted to transfer its Common Stock or Preferred Stock
("Permitted Transferee") pursuant to the Shareholder's Agreement, as amended,
restated or modified from time to time in accordance with the terms thereof
("Shareholder's Agreement") dated July 11, 2000 among the Company, WCAS and
certain other Persons, but only so long as WCAS, any Controlled Entity, and any
Permitted Transferee shall comply with Article 5 of the Shareholder's Agreement.

          (f)  "Controlled Entity" shall mean any entity in which WCAS owns the
majority of the voting shares or securities or has the ability (whether through
the ownership of voting securities, contract or otherwise) to elect a majority
of the board of directors or other similar governing body or of which WCAS has
the authority to control or direct the investment decisions.

          IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to
the Incentive Stock Option Agreement effective as of the day and year first
above written.


[SEAL]

                                         CFW Communications Company
Attest:

By:_______________________________       By:_______________________________
    Secretary



[SEAL]


Attest:

By:_______________________________       By:_______________________________
     Name:                                      Participant
     Title: