


                                   EXHIBIT 3A

                                   Duplicate.
                     Treasurer's Office - State of New York.
$5.00.                     Albany, January 16, 1902.
         Received from Warwick Valley Telephone Company, Five Dollars in full of
Tax of one-twenthieth of one per centum upon the Capital Stock of $10,000. of
the above named company for the privilege of organization pursuant to Chapter
448 Laws of 1901.
                                 B. H. Davis,
                                      Deputy Treasurer.
Thos. P. Gilman
            Deputy Comptroller

                          Certificate of Incorporation
                                     of the
                        Warwick Valley Telephone Company.
State of New York,
County of Orange,  SS:-
Village of Warwick

         We, Clinton W. Wisner, Michael N. Kane, George H. Strong, Sidney H.
Sanford, Hiram Tate, George F. Ketchum, John W. Sanford, William A. Hynard,
Frank M. Cummins, Fred C. Cary, William E. Bailey, Charles A. Crissey, William
H. Chardavoyne, Wilbur C. Lazear, Benjamin B. Sayer, Francis B. Sanford, G. Fred
Pitts, Ferdinand V. Sanford, Joshua C. Wilson, Milton L. Sanford, Charles G.
Pierson, Wilson W. Van Duzer, Pierson E. Sanford, James H. Vealey, James B.
Lawrence, Henry Pelton, Benjamin F. Vail, Patrick O'Hehir, Sherman Rightmeyer,
Albert C. Gullman, Dwight Dutcher, John J. Beattie, Lewis J. Campbell, James W.
Benedict, Albert Burk, and Fred C. Raynor, all of whom are of full age and
citizens of the United States and residents of this State, do by these presents
associate ourselves together to form a corporation for the purpose of
constructing, owning, using and maintaining a line or lines of Electric
Telephone pursuant to and in conformity with the provisions of Article VIII of
the Transportation Corporations Law, and for that purpose we do hereby certify
as follows:

         I. The name of the proposed Corporation is, the Warwick Valley
Telephone Company.

         II. The general route and points to be connected by said line are, the
residences, business and public places in the Village and Town of Warwick, New
York, the County of Orange, New York, and the Counties of Sussex and Passaic,
New Jersey.

         III. The amount of its capital stock shall be Ten Thousand Dollars.

         IV. The number of shares of which the capital stock shall consist are
One Thousand.

         V. The term of its existence shall be fifty years.

         VI. The number of its directors shall be nine.

         VII. The names and residences of the directors for the first year are
Michael N. Kane, George F. Ketchum, Frank M. Cummins, Fred C. Cary, William E.
Bailey, Sidney H. Sanford, William A. Hynard, Wilbur C. Lazear, and George H.
Strong, all of Warwick, Orange County, New York.

         VIII. The Post Office Address of each subscriber, the number of shares
of stock which each agrees to take in said Corporation, are subscribed to this
Certificate.

         IN WITNESS WHEREOF, We have hereunto subscribed our names to the
Certificate in duplicate this 11th day of January, 1902.

     Names.                       Residences.                    No. of Shares.
Michael N. Kane                  Warwick, N. Y.                       Ten
George H. Strong                   "       "                          Ten
Sidney H. Sanford                  "       "                           "
George F. Ketchum                  "       "                           "
John W. Sanford                    "       "                           "
Hiram Tate                         "       "                           "
W. A. Hynard                       "       "                           "
Frank M. Cummins                   "       "                           "
Fred C. Cary                       "       "                           "



                                      12


<PAGE>



William E. Bailey                 Warwick, N. Y.                     Ten
Charles A. Crissey                  "       "                         "
Wm. H. Chardavoyne                  "       "                         "
Wilbur C. Lazear                    "       "                         "
B. B. Sayer                         "       "                         "
G. Fred Pitts                       "       "                         "
F. V. Sanford                       "       "                         "
Joshua C. Wilson                    "       "                         "
M. L. Sanford                       "       "                         "
Chas. G. Pierson                    "       "                         "
Wilson W. Van Duzer                 "       "                         "
Pierson E. Sanford                  "       "                         "
James H. Vealey                     "       "                         "
James B. Lawrence                   "       "                         "
Henry Pelton                        "       "                        Five
Benjamin F. Vail                    "       "                        Five
Patrick P. O'Hehir                  "       "                        Ten
Sherman Rightmyer                   "       "                        Five
A. C. Gullman                       "       "                         "
Dwight Dutcher                      "       "                        Ten
John J. Beattie                     "       "                         "
Lewis J. Campbell                   "       "                        Five
James W. Benedict                   "       "                        Ten
Albert Burk                         "       "                        Five
Fred C. Raynor                      "       "                         "

State of New York,
County of Orange,  SS:-

         On this 15th day of January, 1902, before me personally appeared,
Michael N. Kane, George H. Strong, Sidney H. Sanford, Hiram Tate, George F.
Ketchum, John W. Sanford, William A. Hynard, Frank M. Cummins, Fred C. Cary,
William E. Bailey, Charles A. Crissey, William H. Chardavoyne, Wilbur C. Lazear,
Benjamin B. Sayer, G. Fred Pitts, Ferdinand V. Sanford, Joshua G. Wilson, Milton
L. Sanford, Charles G. Pierson, Wilson W. Van Duzer, Pierson E. Sanford, James
H. Vealey, James B. Lawrence, Henry Pelton, Benjamin F. Vail, Sherman Rightmyer,
Albert C. Gullman, Dwight Dutcher, John J. Beattie, Lewis J. Campbell, James W.
Benedict, Albert Burk, and Fred C. Raynor, to me known to be the persons
described in and who executed the foregoing Certificate and they severally
acknowledged to me that they executed the same.

Lewis J. Stage, Notary Public.






                                      13


<PAGE>



State of New York,
                             SS;-
Orange County Clerk's Office,

         I, James D. McGiffert, Clerk of the County of Orange and also Clerk of
the Supreme and County Courts, in and for said County (Courts of Record) do
hereby certify that I have compared the preceding copy with the original
Certificate of Incorporation of the Warwick Valley Telephone Company filed Jan.
21, 1902 at 9 H. A. M. in my Office and that the same is a true and correct
transcript therefrom and the whole of said original.

                                               Witness my hand and the seal of

                                               said Courts and County at Goshen,
Seal
                                               this 11th day of Sept. 1912.

                                                      J. D. McGiffert     Clerk.






                                      14


<PAGE>



 CERTIFICATE OF INCREASE OF CAPITAL STOCK AND OF NUMBER OF SHARES OF ONE

THOUSAND PURSUANT TO SECTION THIRTY-SIX OF THE STOCK CORPORATION LAW.

         We, George H. Strong and George F. Ketchum, being respectively,

president and the secretary thereof, certify

         1. The name of the corporation is Warwick Valley Telephone Company.

         2. The Certificate of Incorporation was filed in the office of the
Secretary of State on the 16th day of January 1902.

         3. The total amount of the previously authorized capital stock is
$10,000.

         4. The total number of shares which the corporation is authorized to
issue is 1000 common of the par value of $10. each.

         5. The designations, preferences, privileges and voting powers, or
restrictions or qualifications of the several classes of shares already
authorized are as follows: 1000 shares common stock with full voting powers.

         6. The number of shares of each class issued and outstanding is 1000
shares common.

         7. The amount to which the capital stock is increased is $20,000.

         8. The number of shares is increased from 1000 to 2000, all of which
are to have a par value of Ten Dollars each, the same as heretofore.

         9. The total number of shares which the corporation may henceforth have
is 2000, all of which are to have a par value of Ten Dollars each.


         IN WITNESS WHEREOF, we have made and subscribed this certificate in
triplicate, this fifteenth day of May, 1907.

                                                       (signed) George H. Strong
                                                                      President.

                                                      (signed) George F. Ketchum
                                                                      Secretary.






                                      15


<PAGE>



State of New York :
                  :  ss:
County of Orange  :

         On this 15th day of August, 1927, before me personally came George H.
Strong and George F. Ketchum, to me known to be the persons described in and who
executed the foregoing certificate, and they thereupon duly acknowledged to me
that they executed the same.

                                    (signed) Lawrence Stage
                                  Notary Public, Orange County.

State of New York :
                  :  ss:
County of Orange  :

         George H. Strong and George F. Ketchum, being duly sworn, depose and
say and each for himself says that he George H. Strong, is the president of
Warwick Valley Telephone Company, and he George F. Ketchum, was the secretary
thereof at the time of the execution of the above certificate, that they have
been duly authorized to execute and file the foregoing certificate of increase
of capital stock and number of shares by the votes of the holders of record of a
majority of the outstanding shares of said corporation entitle to vote thereon,
cast in person or by proxy at a stockholder's meeting held in the rooms of the
Excelsior Hose Company in the Village Building in the Village of Warwick, N. Y.,
on the 7th day March, 1907, at 8 o'clock P.M., upon notice pursuant to Section
forty-five of the Stock Corporation Law.

Subscribed and sworn to before me
                                                      (signed) George H. Strong
this 15th day of August, 1927.

                                                      (signed) George F. Ketchum

          (signed) Lawrence Stage
        Notary Public, Orange County.









                                      16


<PAGE>



CERTIFICATE OF INCREASE OF CAPITAL STOCK AND OF NUMBER OF SHARES OF FOUR
THOUSAND SIX HUNDRED SEVEN PURSUANT TO SECTION THIRTY-SIX OF THE STOCK
                  CORPORATION LAW.

         We, George H. Strong and John E. Barry, being respectively, president
and the secretary and treasurer thereof, certify

         1. The name of the corporation is Warwick Valley Telephone Company.

         2. The Certificate of Incorporation was filed in the office of the
Secretary of State on the 16th day of January, 1902.

         3. The total amount of the previously authorized capital stock is
$20,000.

         4. The total number of shares which the corporation is authorized to
issue is 2000 common of the par value of $10. each.

         5. The designations, preferences, privileges and voting powers, or
restrictions or qualifications of the several classes of shares already
authorized are as follows: 2000 shares common stock with full voting powers.

         6. The number of shares of each class issued and outstanding is 2000
shares common.

         7. The amount to which the capital stock is increased is $66070.

         8. The number of shares is increased from 2000 to 6607., all of which
are to have a par value of Ten Dollars each, the same as heretofore.

         9. The total number of shares which the corporation may henceforth have
is 6607., all of which are to have a par value of Ten Dollars each.

         IN WITNESS WHEREOF, we have made and subscribed this certificate in
triplicate, this fifteenth day of August 1927.


  (signed) George H. Strong                              (signed) John E. Barry
         President.                                    Secretary and Treasurer.






                                      17


<PAGE>



State of New York  :
                   :  ss:
County of Orange   :

         On this 15th day of August, 1927, before me personally came George H.
Strong and John E. Barry, to me known to be the persons described in and who
executed the foregoing certificate, and they thereupon duly acknowledged to me
that they executed the same.

                                            (signed) Lawrence Stage
                                          Notary Public, Orange County.


State of New York  :
                   :  ss:
County of Orange   :

         George H. Strong and John E. Barry, being duly sworn, depose and say
and each for himself deposes and says that he George H. Strong, is the president
of Warwick Valley Telephone Company, and he, John E. Barry, is the secretary and
treasurer thereof, that they have been duly authorized to execute and file the
foregoing certificate of increase of capital stock and number of shares by the
votes of the holders of record of a majority of the outstanding shares of said
corporation entitled to vote thereon, cast in person or by proxy at a
stockholders' meeting held in the directors room of the First National Bank, in
the Village of Warwick, N. Y., on the 12th day of August, 1927, at 8:00 o'clock
P.M., upon notice pursuant to Section forty-five of the Stock Corporation Law.

Subscribed and sworn to before me
                                                       (signed) George H. Strong
this 15th day of August, 1927.
                                                        (signed) John E. Barry


            (signed) Lawrence Stage
            Notary Public, Orange County.









                                      18


<PAGE>



CERTIFICATE OF INCREASE OF CAPITAL STOCK AND OF NUMBER OF SHARES OF WARWICK
VALLEY TELEPHONE COMPANY PURSUANT TO SECTION THIRTY-SIX OF THE STOCK
                  CORPORATION LAW.

         We, George H. Strong and John E. Barry, being respectively, president
and the secretary and treasurer thereof, certify:

         1. The name of the corporation is Warwick Valley Telephone Company.

         2. The Certificate of Incorporation was filed in the office of the
Secretary of State on the 16th day of January, 1902.

         3. The total amount of the previously authorized capital stock is
$66,070.00.

         4. The total number of shares which the corporation is authorized to
issue of 6607 common of the par value of $10.00 each.

         5. The designations, preferences, privileges and voting powers, or
restrictions or qualifications of the several classes of shares already
authorized are as follows: 6607 shares common stock with full voting powers.

         6. The number of shares of each class issued and outstanding is 2000
shares common.

         7. The amount to which the capital stock is increased is $94,150.00.

         8. The number of shares is increased from 6607 to 9415, all of which
are to have a par value of Ten Dollars each, the same as heretofore.

         9. The total number of shares which the corporation may henceforth have
is 9415, all of which are to have a par value of Ten Dollars each.

         IN WITNESS WHEREOF, we have made and subscribed this certificate in
triplicate, this sixteenth day of June, 1928.

                                                    (signed) George H. Strong

                                                           President.

                                                      (signed) John E. Barry

                                                     Secretary and Treasurer








                                      19


<PAGE>



State of New York  :
                   :  ss:
County of Orange   :

         On this 16th day of June, 1928, before me personally came George H.
Strong and John E. Barry, to me known to be the persons described in and who
executed the foregoing certificate, and they thereupon duly acknowledged to me
that they executed the same.

                                              (signed) Lawrence Stage
                                           Notary Public, Orange County.
         

State of New York  :
                   :  ss:
County of Orange   :

         George H. Strong and John E. Barry, being duly sworn, depose and say
and each for himself deposes and says that he, George H. Strong, is the
president of the Warwick Valley Telephone Company, and he, John E. Barry, is the
secretary and treasurer thereof; that they have been duly authorized to execute
and file the foregoing certificate of increase of capital stock and number of
shares by the votes of the holders of record of a majority of the outstanding
shares of said corporation entitled to vote thereon, cast in person or by proxy
at a stockholders' meeting held in the trustees room of the Village Building, in
the Village of Warwick, N. Y. on the 15th day of June, 1928, at 8:00 o'clock
P.M., upon notice pursuant to Section forty-five of the Stock Corporation Law.

Subscribed and sworn to before me
                                                      (signed) George H. Strong
this 16th day of June, 1928.
                                                        (signed) John E. Barry


            (signed) Lawrence Stage
          Notary Public, Orange County.








                                      20


<PAGE>



         Certificate of reduction of number of directors of Warwick Valley
Telephone Company, pursuant to Section 35 of the Stock Corporation Law.

         We, the undersigned, being the President and Secretary of said
corporation, hereby certify:

         1. The name of the corporation is Warwick Valley Telephone Company.

         2. The Certificate of Incorporation was filed in the office of the
Secretary of State on the 16th day of January, 1902.

         3. The number of directors previously authorized is nine.

         4. The number of directors previously authorized is reduced so that the
total number of directors hereafter shall be not less than five nor more than
seven.

         IN WITNESS WHEREOF, we have made and subscribed the Certificate in
triplicate this 15th day of April, 1943.

                                                       (signed) George H. Strong

                                                         (signed) John E. Barry


STATE OF NEW YORK  :
                   :  ss.:
COUNTY OF ORANGE   :

         On this 17th day of April, 1943, before me personally came George H.
Strong and John Barry, to me known to be the persons described in and who
executed the foregoing certificate, and they thereupon severally duly
acknowledged to me that they executed the same.

                                                        (signed) Bertha C. Hamel

                                                   Notary Public, Orange County.







                                      21


<PAGE>



STATE OF NEW YORK  :
                   :  ss.:
COUNTY OF ORANGE   :

         George H. Strong and John Barry, being duly sworn, depose and say, and
each for himself deposes and says, that he, George H. Strong, is the president
of the Warwick Valley Telephone Company, and he, John Barry, is the secretary
thereof; that they have been authorized to execute and file such certificate by
the votes cast, in person or by proxy, of the holders of record of a majority of
such shares, cast at a stockholders meeting held on April 15th, 1943 upon notice
pursuant to Section 35 of the Stock Corporation Law.

                                                       (signed) George H. Strong

                                                          (signed) John E. Barry


Sworn to before me this 
17th day of April, 1943.

     (signed) Bertha C. Hamel

          Notary Public.








                                      22


<PAGE>

          CERTIFICATE OF INCREASE OF CAPITAL STOCK AND NUMBER OF SHARES
             OF WARWICK VALLEY TELEPHONE COMPANY PURSUANT TO SECTION
                    THIRTY-SIX OF THE STOCK CORPORATION LAW.

         We, CHAUNCEY K. CONKLIN and JOHN E. BARRY, being respectively the
President of WARWICK VALLEY TELEPHONE COMPANY, and the Secretary thereof,
certify:

         1. The name of the Corporation is WARWICK VALLEY TELEPHONE COMPANY.

         2. The Certificate of Incorporation was filed in the office of the
Secretary of State on the 16th day of January, 1902.

         3. The total amount previously authorized capital stock is Ninety-four
Thousand One Hundred Fifty Dollars ($94,150.).

         4. The total number of shares which the Corporation is authorized to
issue is Nine Thousand Four Hundred Fifteen (9,415.), all of which have a par
value of Ten Dollars ($10.) each share, and all of which are common shares.

         5. The designations, preference, privileges and voting powers or other
restrictions or qualifications of the several classes of shares already
authorized are as follows: 9,415 shares Common Stock with full voting power.

         6. The total number of shares issued and outstanding is Nine Thousand
Four Hundred Fifteen (9,415).

         7. The amount to which the Capital Stock is increased is One Hundred
Ninety-four Thousand One Hundred Fifty Dollars ($194,150.).

         8. The number of shares is increased from Nine Thousand Four Hundred
Fifteen (9,415) to Ten Thousand Four Hundred Fifteen (10,415).






                                      23


<PAGE>

         9. The total number of shares which the Corporation may henceforth have
is 10,415 as follows:

              The shares are divided into two classes as follows, to wit:

              1,000 shares CUMULATIVE PREFERRED Stock, all of which are to have
a par value of One Hundred Dollars ($100.) each share.

              9,415 shares COMMON Stock, all of which are to have a par value of
Ten Dollars ($10.) each share.

         10. The designations, preferences, privileges and voting powers or
restrictions or qualifications of the several classes of shares of Capital Stock
which the Corporation may henceforth have are:

              9,415 shares of Ten Dollars ($10.) par value each share Common
Stock with full voting power.

              1,000 shares of $4. Cumulative Preferred Stock to have the
following preferences, voting powers, or restrictions or qualifications.

                    (a)  It will be entitled up to Four Dollars ($4) per share
                         and no more before Common participates in any
                         dividends, said dividends to be paid on March 31, June
                         30, September 30 and December 31 in each year.

                    (b)  In case of dissolution or other distribution of assets,
                         holders of Preferred Stock will be entitled to
                         distribution of the assets up to par value of the
                         Preferred Stock and accumulated dividends prior to
                         holders of Common Stock.

                    (c)  It will have no voting powers except, if default is
                         made in four quarterly dividend payments the Preferred
                         Stockholders shall have the right to elect a majority
                         of the Board of Directors, such voting rights to
                         continue until all of the dividends in arrears shall
                         have been paid.




                                      24


<PAGE>

                    (d)  Any or all of the shares of Preferred Stock may be
                         called for redemption on any dividend payment date at
                         the option of the company on not less than 30 days
                         prior published notice or in writing, at par and
                         accumulated dividends to the date fixed for redemption,
                         except that, if less than all of the said shares are to
                         be so redeemed, the shares to be redeemed shall be
                         drawn by lot.

         11. That the total number of shares which the Corporation may
henceforth have is 10,415, 1,000, of which is to have a par value of One Hundred
Dollars ($100.) each and is to be CUMULATIVE PREFERRED Stock, and 9,415 of which
is to be COMMON Stock with a par value of Ten Dollars ($10.) each.

         IN WITNESS WHEREOF, we have made and subscribed this certificate, this
28th day of June, 1947.

                                                    (signed) Chauncey K. Conklin

                                                              President.

                                                       (signed) John E. Barry

                                                               Secretary


STATE OF NEW YORK  :
                      ss.:
COUNTY OF ORANGE   :

         On this 28th day of June, 1947, before me personally came CHAUNCEY K.
CONKLIN and JOHN E. BARRY, being respectively the president and secretary of
WARWICK VALLEY TELEPHONE COMPANY, to me known and known to me to be the persons
described in and who executed the foregoing certificate, and they severally duly
acknowledged to me that they executed the same.

                                                      (signed) Bertha C. Hamel

                                                             Notary Public.





                                      25


<PAGE>

STATE OF NEW YORK  :
                      ss.:
COUNTY OF ORANGE   :

         CHAUNCEY K. CONKLIN and JOHN E. BARRY, being severally duly sworn,
depose and say, and each for himself, deposes and says that he, CHAUNCEY K.
CONKLIN, is the President of WARWICK VALLEY TELEPHONE COMPANY, and he, JOHN E.
BARRY, is the Secretary thereof; that they have been duly authorized to execute
and file the foregoing certificate by the votes of the holders of record of
two-thirds of the outstanding shares entitled to vote at a stockholders' meeting
at which such votes were cast with relation to the preceeding provided for in
the certificate; that such votes were cast in person or by proxy at a
stockholders' meeting held at No. 80 Main Street, in the Village of Warwick, New
York, on the 28th day of June, 1947, at eight o'clock P.M., upon notice pursuant
to Section 45 of the Stock Corporation Law.

                                                    (signed) Chauncey K. Conklin


                                                        (signed) John E. Barry


Severally subscribed and sworn
to before me this 28th day of
June, 1947.

(signed) Bertha C. Hamel
     Notary Public.








                                      26


<PAGE>

                                STATE OF NEW YORK
                            PUBLIC SERVICE COMMISSION


                                                  Albany, N. Y., August 12, 1947

CASE 12867 - Petition of Warwick Valley Telephone Company for approval of an
amendment of its certificate increasing its capital stock and for authority to
issue preferred stock.




         The Public Service Commission hereby consents to and approves this
Certificate of Increase of Capital Stock and Number of Shares of Warwick Valley
Telephone Company Pursuant to Section Thirty-Six of the Stock Corporation Law, -
as provided in the attached certificate executed June 28, 1947, - in accordance
with the order of this Commission of August 7, 1947.

                                                By the Commission,
                                   
                                                (signed)
                                                     Secretary.
Seal                     





                                      27


<PAGE>



                  CERTIFICATE OF INCREASE OF CAPITAL STOCK AND
                  NUMBER OF SHARES OF WARWICK VALLEY TELEPHONE
                   COMPANY, PURSUANT TO SECTION THIRTY-SIX OF
                            THE STOCK CORPORATION LAW



         We, CHAUNCEY K. CONKLIN and JOHN E. BARRY, being respectively the
President of WARWICK VALLEY TELEPHONE COMPANY, and the Secretary thereof,
certify:

         1. The name of the Corporation is WARWICK VALLEY TELEPHONE COMPANY.

         2. The certificate of incorporation was filed in the office of the
Secretary of State on the 16th day of January 1902.

         3. That certificate of increase of the capital stock was filed in the
office of the Secretary of the State on the 15th day of August 1947.

         4. The total amount previously authorized capital stock is One Hundred
Ninety-four Thousand One Hundred Fifty ($194,150) Dollars.

         5. The total number of shares of the capital stock which the
corporation is authorized to issue is Nine Thousand Four Hundred Fifteen
(9,415), which are to have a par value of Ten Dollars ($10) each, and One
Thousand (1,000) shares $4.00 Cumulative Preferred Stock, all of which are to
have a par value of One Hundred ($100) Dollars each.

         6. The designations, preference, privileges and voting powers or other
restrictions or qualifications of the several classes of shares already
authorized are as follows:

              9,415 shares common stock with full voting power.

              1,000 shares of $4 Cumulative Preferred Stock, having the 
following preferences, voting powers or restrictions or qualifications:

         a. It will be entitled up to Four Dollars ($4) per share and no more
before common participants in any dividends, said dividends to be paid on March
30, June 30, September 30, and December 31st.

         b. In case of dissolution or other distribution of assets, holders of
Preferred Stock will be entitled to distribution of the assets up to par value
of the Preferred Stock and accumulated dividends, prior to holders of Common
Stock.


                                      28


<PAGE>



         c. It will have no voting powers except, if preferred dividends are not
paid for two years, the preferred stockholders may vote share for share with the
common stockholders so long as two years' arrears exist.

         d. The right to call at any dividend date any or all of this Preferred
Stock at option of the Company is reserved with payment of all accrued dividends
and at 100 per cent of par value.

         7. The total number of shares of the Common Stock issued and
outstanding is Nine Thousand Four Hundred Fifteen (9,415), and the total number
of shares of cumulative preferred stock issued and outstanding is One Thousand
(1,000).

         8. The amount to which the capital stock is increased is Three Hundred
Forty-Four Thousand One Hundred Fifty ($344,150) Dollars.

         9. The number of shares is increased from Ten Thousand Four Hundred
Fifteen (10,415) to Eleven Thousand Nine Hundred Fifteen (11,915).

         10. The total number of shares which the Corporation may henceforth
have is 11,915, as follows:

         The shares are divided into two classes as follows, to wit:

         2,500 shares $4.00 CUMULATIVE PREFERRED stock, all of which are to have
a par value of One Hundred Dollars ($100) each share.

         9,415 shares COMMON Stock, all of which are to have a par value of Ten
Dollars ($10) each share.




                                      29


<PAGE>



         11. The designations, preferences, privileges and voting powers or
restrictions or qualifications of the several classes of shares of Capital Stock
which the Corporation may henceforth have are not to be changed.

         12. That the total number of shares which the Corporation may
henceforth have is 11,915; 2,500 of which are to have a par value of One Hundred
($100) Dollars each and is to be $4.00 CUMULATIVE PREFERRED Stock, and 9,415 of
which is to be COMMON Stock with a par value of Ten Dollars ($10) each.

         IN WITNESS WHEREOF, we have made and subscribed this certificate, this
19th day of November 1948.

                                             (signed) Chauncey K. Conklin
                          
                                                       President
                          
                                                (signed) John E. Barry
                                                       Secretary
       

STATE OF NEW YORK  :
                   :  ss.:
COUNTY OF ORANGE   :

         On this 19th day of November 1948, before me personally came CHAUNCEY
K. CONKLIN and JOHN E. BARRY, being respectively the President and Secretary of
WARWICK VALLEY TELEPHONE COMPANY, to be known and known to me to be the persons
described in and who executed the foregoing certificate, and they severally duly
acknowledged to me that they executed the same.

                                                (signed) Lawrence Stage
                           
                                                    LAWRENCE STAGE
                                        Notary Public in the State of New York
                                         Appointed in Orange County, No. 1238
                                           Commission expires March 30, 1950
        





                                      30


<PAGE>



STATE OF NEW YORK  :
                   :  ss.:
COUNTY OF ORANGE   :

         CHAUNCEY K. CONKLIN and JOHN E. BARRY, being severally duly sworn,
deposes and say, and each for himself, deposes and says that he, CHAUNCEY K.
CONKLIN, is the President of WARWICK VALLEY TELEPHONE COMPANY, and he, JOHN E.
BARRY, is the Secretary thereof; that they have been duly authorized to execute
and file the foregoing certificate by the votes of the holders of record of
two-thirds of the outstanding shares entitled to vote at a stockholders' meeting
at which such votes were cast with relation to the proceeding provided for in
the certificate; that such votes were cast in person or by proxy at a
stockholders' meeting held at No. 80 Main Street, in the Village of Warwick, New
York, on the 17th day of November 1948, at eight o'clock P.M. upon notice
pursuant to Section 45 of the Stock Corporation Law.

                                             (signed) Chauncey K. Conklin
                       
                                                       President
                       
                                                (signed) John E. Barry
                       
                                                       Secretary

Severally subscribed and sworn

to before me this 19th day of

November 1948.

      (signed) Lawrence Stage

          LAWRENCE STAGE
Notary Public in the State of New York
Appointed in Orange County, No. 1238
Commission expires March 30, 1950






                                      31


<PAGE>

                                    "C O P Y"

                                STATE OF NEW YORK
                            PUBLIC SERVICE COMMISSION

                                                     Albany, N. Y. June 17, 1949

CASE 14097 - Petition of Warwick Valley Telephone Company for approval of an
increase of its capital stock and the number of authorized shares thereof and
for authority to issue certain cumulative preferred stock.


         The Public Service Commission hereby consents to and approves this
Amended Certificate of Increase of Capital Stock and number of Shares of Warwick
Valley Telephone Company, pursuant to Section Thirty-Six of the Stock
Corporation Law, as provided in the attached certificate executed November 19,
1948, in accordance with the order of this Commission dated May 18, 1949.

                                                          By the Commission,

                                                           Maurice J. Tanner

                                                              Secretary.



                                      32


<PAGE>

CERTIFICATE OF REVIVAL OF EXISTENCE OF WARWICK VALLEY TELEPHONE COMPANY,
        PURSUANT TO SECTION 49 OF THE GENERAL CORPORATION LAW

         I, the undersigned subscriber, being the President of the Warwick
Valley Telephone Company last elected to such office of said corporation do
hereby certify:

         1. The name of this corporation is Warwick Valley Telephone Company.

         2. The certificate of incorporation was filed in the Office of the
Secretary of State on the 16th day of January, 1902.

         3. The term of existence specified in the original certificate of
incorporation of this corporation expired 50 years from the said date thereof on
the 11th day of January, 1952.

         4. The existence of this corporation is to be hereby revived and its
duration shall be perpetual.

         IN WITNESS WHEREOF, I have executed this certificate this 12th day of
September, 1952.

                                            (signed) Chauncey K. Conklin









                                      33


<PAGE>

STATE OF NEW YORK  :
                      SS.
COUNTY OF ORANGE   :

         On this 12th day of September, 1952, before me personally appeared
Chauncey K. Conklin, to me personally known, and known to me to be the person
described in and who executed the above instrument and he duly acknowledged to
me that he executed the same.

                                           (signed) Donald G. Janes
                   
                                                Notary Public.
                   
                                                DONALD G. JANES
                                    Notary Public in the State of New York
                                     My commission expires March 30, 1954
    

STATE OF NEW YORK  :
                    SS.
COUNTY OF ORANGE   :

         Chauncey K. Conklin, being duly sworn, deposes and says that he,
Chauncey K. Conklin, is the President of Warwick Valley Telephone Company
mentioned in the foregoing certificate; that he was and is the person who held
such office in such corporation at the time of the expiration of its existence
and now holds such office; that he was duly authorized to execute and file the
foregoing certificate by the consent of the holders of record of a majority of
the shares of each and every class of stock of the corporation issued and
outstanding, that such consent was given by vote, cast in person or by proxy at
a stockholders' meeting called for that purpose and held upon notice to all
holders of record of shares of the corporation, given in the manner required for
a special meeting of stockholders of the corporation, which meeting was held at
47-49 Main Street in the Village of Warwick, New York on the 12th day of
September, 1952 at 8:00 o'clock P.M.





                                      34


<PAGE>

         That the certificate of incorporation does not require the consent of
more than a majority of the shares of any class of stock of the corporation to
revive it and does not require the consent of more than a majority of the shares
of any class of stock to extend the corporate existence.

Subscribed and sworn to before                     (signed) Chauncey K. Conklin
me this 12th day of September, 
1952.


     (signed) Donald G. Janes

           Notary Public.

          DONALD G. JANES
Notary Public in the State of New York
 My commission expires March 30, 1954









                                      35


<PAGE>



           CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF

                        WARWICK VALLEY TELEPHONE COMPANY

              PURSUANT TO SECTION 36 OF THE STOCK CORPORATION LAW.

         We, Chauncey K. Conklin and John E. Barry, being respectively the
President of Warwick Valley Telephone Company, and the Secretary thereof,
certify:

         1. The name of this corporation is Warwick Valley Telephone Company.

         2. The certificate of incorporation was filed in the Office of the
Secretary of State on the 16th day of January, 1902.

         3. The certificate of incorporation is hereby amended as authorized in
Sub-division 2 of Section 35 of the Stock Corporation Law by amending and
changing that portion or said certificate of incorporation which reads as
follows:

         "the number of its directors shall be nine" to hereafter read as
follows:

         "the number of its directors shall be not less than three nor more than
ten".

         IN WITNESS WHEREOF, we have made and subscribed this certificate this
16th day of April, 1953.

                                                   (signed) Chauncey K. Conklin

                                                             President

                                                       (signed) John E. Barry

                                                              Secretary





                                      36


<PAGE>



STATE OF NEW YORK:
                  ss.
COUNTY OF ORANGE :

         On this 16th day of April, 1953, before me, the subscriber personally
appeared Chauncey K. Conklin and John E. Barry, being respectively the President
and Secretary of Warwick Valley Telephone Company, to me known and known to me
to be the same persons described in and who executed the within instrument, and
they severally, duly acknowledged to me that they executed the same.

                                           (signed) Harold W. Schofield
                     
                                                   Notary Public
                     
                                                Harold W. Schofield
                                      Notary Public in the State of New York
                                       My commission expires March 30, 1955
                                           Orange County Clerk's No. 526
                     
    





                                      37


<PAGE>



STATE OF NEW YORK:
                  ss.
COUNTY OF ORANGE :


         Chauncey K. Conklin and John E. Barry, being severally duly sworn,
depose and say, each for himself deposes and says that he, Chauncey K. Conklin
is the President of Warwick Valley Telephone Company and he, John E. Barry, is
the Secretary thereof; that they have been duly authorized to execute and file
the foregoing certificate by the votes of the holders of record of a majority of
the outstanding shares entitled to vote at a stockholders meeting, at which such
votes were cast with relation to the proceedings provided for in the
certificate; that neither the certificate of incorporation nor any other
certificate filed pursuant to law requires a larger proportion of votes; that
such votes were cast in person or by proxy at a stockholders meeting held at the
office of the company at 47-49 North Main Street, Warwick, New York, on the 15th
day of April, 1953, upon notice pursuant to Section 45 of the Stock Corporation
Law.

                                                    (signed) Chauncey K. Conklin
                                                   
                                                    (signed) John E. Barry

Severally subscribed and sworn to
before me this 16th day of April 1953.
(signed) Harold W. Schofield
      Notary Public

         Harold W. Schofield
Notary Public in the State of New York
 My commission expires March 30, 1955
    Orange County Clerk's No. 526





                                      38


<PAGE>



           CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF

                        WARWICK VALLEY TELEPHONE COMPANY

              PURSUANT TO SECTION 36 OF THE STOCK CORPORATION LAW.


         We, Chauncey K. Conklin and John E. Barry, being respectively the
president of Warwick Valley Telephone Company and the Secretary thereof,
certify:

         1. The name of the corporation is Warwick Valley Telephone Company.

         2. The certificate of incorporation was filed in the office of the
Secretary of State on the 16th day of January, 1902.

         3. The certificate of incorporation is amended to change the presently
authorized 9415 shares of the class of Common Stock, with a par value of $10 per
share, into 9415 shares of common stock, with no par value, as authorized by
sub-paragraph five of paragraph (c) of subdivision two of Section Thirty-five of
the Stock Corporation Law, to adopt a statement respecting capital as authorized
by sub-paragraph six of paragraph (c) of subdivision two of Section Thirty-five
of the Stock Corporation Law and to authorize 15,585 new shares of common stock
with no par value as authorized by sub-paragraph one of paragraph (c) of
subdivision two of Section Thirty-five of the Stock Corporation Law.

         4. Paragraphs III and IV of the certificate of incorporation as
heretofore added or amended by certificates filed pursuant to law, relating to
the amount of its capital stock and to the number and class of shares in which
such capital stock is to be divided and the par value per share, are amended to
read as set forth below:

               "The capital of the Corporation shall be at least equal to the
          sum of the aggregate par value of all issued shares having par value,
          plus the aggregate amount of consideration received by the Corporation
          for the issuance of shares without par value, plus such amounts as,
          from time to time, by resolution of the board of directors, may be
          transferred thereto."

               "The total number of shares which the Corporation shall have 
          authority to issue is twenty-seven thousand five hundred (27,500) 
          shares, of which two thousand five hundred (2,500) shares shall be
          $4.00 CUMULATIVE PREFERRED shares having a par value of $100 each and
          twenty-five thousand (25,000) shares shall be common shares without
          par value."

         5. The terms upon which shares of the common stock with a par value of
$10 per share are to be changed into the common stock with no par value are as
follows: Each share of the common stock with a par value of $10 per share
heretofore authorized shall be changed into one (1) share of the common stock
with no par value.





                                      39


<PAGE>



         6. 9415 shares of the common stock with a par value of $10 per share
heretofore authorized which are to be changed are issued shares and are now
outstanding.

         IN WITNESS WHEREOF, we have made and subscribed this certificate this
16th day of April, 1957.

                                            (signed) Chauncey K. Conklin
                          
                                                      President
                          
                                               (signed) John E. Barry
                          
                                                      Secretary








                                      40


<PAGE>

STATE OF NEW YORK:
                  ss
COUNTY OF ORANGE :

         On this 16th day of April, 1957, before me, the subscriber, personally
appeared Chauncey K. Conklin and John E. Barry, being respectively the President
and Secretary of Warwick Valley Telephone Company, to me known and known to me
to be the same persons described in and who executed the within instrument, and
they severally, duly acknowledged to me that they executed the same.

                                          (signed) Harold W. Schofield
                     
                                                  Notary Public
                     
                                               Harold W. Schofield
                                     Notary Public in the State of New York
                                      My commission expires March 30, 1959
                                          Orange County Clerk's No. 526
     

STATE OF NEW YORK :
                   ss.
COUNTY OF ORANGE  :

         Chauncey K. Conklin and John E. Barry, being severally, duly sworn,
depose and say and each for himself deposes and says that he, Chauncey K.
Conklin is the President of Warwick Valley Telephone Company and he, John E.
Barry, is the Secretary thereof, that they have been duly authorized to execute
and file the foregoing certificate of amendment by the votes cast in person or
by proxy, of the holders of record of two-thirds of the outstanding shares
entitled to vote and of the holders of record of two-thirds of the outstanding
shares of each class which will be adversely affected and entitled to vote, at
the stockholders' meeting at which such votes were cast with relation to the
proceedings provided for in the certificate; that neither the certificate of
incorporation nor any other certificate filed pursuant to law requires a larger
proportion of votes; that such votes were cast in person or by proxy at a
stockholders' meeting held on the 15th day of April, 1957, upon notice as
required by section 45 of the Stock Corporation Law.



                                                          (signed) John E. Barry


Severally subscribed and sworn
to before me this 16th day of
April, 1957.

(signed) Harold W. Schofield

Notary Public






                                      41


<PAGE>



STATE OF NEW YORK :
                   ss.
COUNTY OF ORANGE  :

         John E. Barry, being duly sworn, deposes and says: That he is the
Treasurer of Warwick Valley Telephone Company, that

                  (a)  The number of additional shares not resulting from a
                       change of shares which the Corporation is hereby
                       authorized to issue is fifteen thousand five hundred
                       eighty-five (15,585) and the number of such additional
                       shares with par value is none; and

                  (b)  The number of shares changed is ninety-four hundred
                       fifteen (9415) and the par value thereof is Ten Dollars
                       ($10) per share, and the number of shares resulting from
                       such change is ninety-four hundred fifteen (9415) none of
                       which has a par value.

                                                          (signed) John E. Barry

                                                                 Treasurer

Subscribed and sworn to
before me this 16th day
of April, 1957.

    (signed) Harold W. Schofield

           Notary Public

        Harold W. Schofield
Notary Public in the State of New York
 My commission expires March 30, 1959
     Orange County Clerk's No. 526







                                      42


<PAGE>



           CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF

                        WARWICK VALLEY TELEPHONE COMPANY

                 PURSUANT TO SECTION 36 OF STOCK CORPORATION LAW


         We, Chauncey K. Conklin and John E. Barry being respectively the
President of Warwick Valley Telephone Company, and the Secretary thereof
certify:

         1. The name of the corporation is Warwick Valley Telephone Company.

         2. The certificate of incorporation was filed in the Office of the
Secretary of State on the 16th day of January, 1902.

         3. Pursuant to the authorization contained in Subdivisions 2 and 3 of
Section 35 of the Stock Corporation Law, the certificate of incorporation is
hereby changed and amended to increase the number of authorized shares, to
provide that the preferred shares may be issued in series and to create a series
of 5% preferred shares, fixing the designations, preferences, privileges, voting
powers, restrictions and qualifications thereof.

         4. To accomplish such amendment, that portion of Paragraphs III and IV
of the certificate of incorporation as amended which fixed the total number of
shares that may be issued at 27,500, of which 25,000 were common shares having
no par value and 2500 were preferred shares having a par value of $100. each, is
hereby changed and amended to read as follows:

                    The total number of shares which the corporation shall have
                    authority to issue is 32,500 shares, of which 7500 shares
                    shall be preferred shares having a par value of $100 each
                    and 25,000 shares shall be common shares without par value.

                    The preferred shares may be issued in series to be known as
                    "________ series preferred shares" the blank to be completed
                    by a distinctive designation for each series which may be
                    issued.

                    The capital of the corporation shall be at least equal to
                    the sum of the aggregate par value of all issued shares
                    having par value, plus the aggregate amount the
                    consideration received by the corporation for the issuance
                    of shares without par value, plus such amounts as from time
                    to time by resolution of the Board of Directors, may be
                    transferred thereto.









                                      43


<PAGE>



         5. A series of preferred shares to known as "5% Series Preferred
Shares" is hereby created.

                    The designations, preferences, privileges, voting powers,
                    restrictions and qualifications of the 5% series preferred
                    shares are as follows:

                           5% Series Preferred Shares

                    The holders of the 5% Series Preferred Shares shall be
                    entitled to cumulative dividends thereon at the rate of five
                    per cent (5%) per annum on the par value thereof, payable
                    quarterly on March 31, June 30, September 30, and December
                    31 of each year, in priority to the payments of dividends on
                    the common shares. Said dividends shall be cumulative so
                    that if the corporation shall fail in any fiscal year to pay
                    such dividends upon all the issued and outstanding 5% Series
                    Preferred Shares, the deficiency shall be fully paid without
                    interest, before any dividends shall be set apart or paid on
                    the common shares. Subject to the foregoing provisions, the
                    5% Series Preferred Shares shall not be entitled to
                    participate in any other or additional surplus or earnings
                    of the corporation. The Board of Directors, in its
                    discretion, may declare and pay dividends on the common
                    shares concurrently with dividends on the 5% Series
                    Preferred Shares for any dividend period for any fiscal year
                    when such dividends are applicable to the common shares,
                    provided, however, that all accumulated dividends on the 5%
                    Series Preferred Shares for all previous fiscal years and
                    all dividends for the previous dividend periods for that
                    fiscal year shall have been paid in full.

                    In case of the liquidation or dissolution or distribution of
                    the assets of the corporation the holders of 5% Series
                    Preferred Shares shall be paid the par value thereof and the
                    amount of all unpaid accrued dividends thereon before any
                    amount shall be payable to the holders of the common shares.

                    The 5% Series Preferred Shares may be redeemed in whole or
                    in part on any day on which a dividend shall be payable upon
                    payment to the holders thereof the sum of One Hundred
                    Dollars ($100.00) per share, and the amount of all unpaid
                    accrued dividends thereon at the date of such redemption.
                    The 5% Series Preferred Shares to be redeemed if less than
                    the whole thereof, shall be determined by lot in such manner
                    as the Board of Directors shall determine. Thirty days
                    notice of such redemption shall be mailed to the holder of
                    each such share to be redeemed at his last known post office
                    address as the same appears in the books of the corporation
                    and upon the expiration of such thirty days all the rights
                    and privileges of such redeemed shares and the holders
                    thereof, except the right to receive the redemption price
                    and accrued unpaid dividends, shall cease and terminate.

                    The 5% Series Preferred Shares shall have no voting power
                    except as otherwise herein specifically provided and shall
                    not vote in a proceeding for the mortgaging of the property
                    and franchises of the corporation pursuant to section
                    sixteen of the Stock Corporation Law, for guaranteeing the
                    bonds of another corporation pursuant to section nineteen of
                    the Stock Corporation Law, for the sale of franchises and
                    property of the corporation pursuant to section twenty of
                    the Stock Corporation Law for the making of any amendment to
                    the certificate of incorporation pursuant to sections
                    thirty-five and thirty-six of the Stock Corporation Law



                                      44


<PAGE>



                    except when otherwise required by the provisions of Section
                    fifty-one of the Stock Corporation Law or any other
                    applicable provisions of law for consolidation pursuant to
                    section eighty-six of the Stock Corporation Law, for
                    voluntary dissolution pursuant to section one hundred five
                    of the Stock Corporation Law or for change of name pursuant
                    to the General Corporation Law, provided, however that upon
                    default in the payment of six quarterly dividends upon the
                    5% Series Preferred Shares, the holders of the 5% Series
                    Preferred Shares shall thereafter, and until such default
                    shall have been cured, be entitled to cast one vote for each
                    such share upon all questions upon which the holders of
                    common shares shall have the authority to vote, and, voting
                    separately as a class together with the holders of any other
                    series preferred shares to elect the majority of the Board
                    of Directors, the remaining members of the Board of
                    Directors to be elected by the holders of the common shares.

                    The entire voting power shall be vested in the common
                    shares, except in the event of default in the payment of
                    dividends upon the series preferred shares in which event
                    said series shall have voting power as herein provided, and,
                    except as otherwise provided for the preference stock of the
                    several classes and series, the common shares shall be
                    vested with the whole interest in the earnings and assets of
                    the corporation.

         IN WITNESS WHEREOF, we have made and subscribed this certificate this
23rd day of May, 1960.

                                               (signed) Chauncey K. Conklin
                          
                                                         President
                          
                                                  (signed) John E. Barry
                          
                                                         Secretary
     

STATE OF NEW YORK:
                  ss.
COUNTY OF ORANGE :

         On this 23rd day of May, 1960, before me, the subscriber, personally
appeared Chauncey K. Conklin and John E. Barry, being respectively the President
and Secretary of Warwick Valley Telephone Company, to me known and known to me
to be the same persons described in and who executed the within Instrument, and
they severally, duly acknowledged to me that they executed the same.

                                                 (signed) Donald G. Janes
                         
                                                       Notary Public
                         
                                                      DONALD G. JANES
                                          Notary Public in the State of New York
                                           My commission expires March 30, 1962



                                      45


<PAGE>

STATE OF NEW YORK:
                  ss.
COUNTY OF ORANGE :

         Chauncey K. Conklin and John E. Barry, being severally, duly sworn,
depose and say, each for himself deposes and says that he, Chauncey K. Conklin
is the President of Warwick Valley Telephone Company and he, John E. Barry is
the Secretary thereof; that they have been duly authorized to execute and file
the foregoing certificate by the votes cast in person or by proxy of the holders
of record of two-thirds of the outstanding shares entitled to vote and of the
holders of record of two-thirds of the outstanding shares of each class which
will be adversely affected and entitled to vote at a stockholders meeting, at
which such votes were cast with relation to the proceedings provided for in the
certificate; that neither the certificate of incorporation nor any other
certificate filed pursuant to law requires a larger proportion of votes; that
such votes were cast in person or by proxy at a stockholders meeting held on the
20th day of May, 1960, upon notice pursuant to Section 45 of the Stock
Corporation Law.

                                                    (signed) Chauncey K. Conklin


                                                        (signed) John E. Barry

Severally subscribed and sworn
to before me this 23rd day of
May, 1960

 (signed) Donald G. Janes

     Notary Public

           DONALD G. JANES
Notary Public in the State of New York
 My commission expires March 30, 1962








                                      46


<PAGE>



STATE OF NEW YORK:
                  ss.
COUNTY OF ORANGE :

         John E. Barry, being duly sworn, deposes and says that he is the
Treasurer of Warwick Valley Telephone Company, that the number of additional
shares not resulting from a change of shares which the corporation is hereby
authorized to issue is 5,000 shares and the number of such additional shares
with par value is 5,000 shares and the par value thereof is $100. per share.

                                                     (signed) John E. Barry


Subscribed and sworn to before
 me this 23rd day of May 1960.

(signed) Donald G. Janes

      Notary Public

           DONALD G. JANES
Notary Public in the State of New York
 My commission expires March 30, 1962





                                      47


<PAGE>



632131
                            CERTIFICATE OF AMENDMENT

                                     OF THE

                          CERTIFICATE OF INCORPORATION

                                       OF

                        WARWICK VALLEY TELEPHONE COMPANY

                UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW


         The undersigned, being the president and the secretary of Warwick
Valley Telephone Company, do hereby certify and set forth:

         1. The name of the corporation is Warwick Valley Telephone Company.

         2. The certificate of incorporation was filed by the Department of
State on the 16th day of January, 1902.

         3. The certificate of incorporation is hereby amended, pursuant to
section 801 (b) (7) of the Business Corporation Law, to effect an increase in
the aggregate number of shares which the corporation shall have authority to
issue from 32,500 shares to 43,500 shares of which 7,500 shall be preferred
shares having a par value of $100.00 each and 36,000 shares shall be common
shares without par value.

         4. That portion of the certificate of incorporation as amended which
sets forth the number of authorized shares is hereby further amended as follows:

               "The total number of shares of the corporation which may be
          issued is 43,500 to consist of 7,500 preferred shares having a par
          value of $100.00 each and 36,000 common shares without par value.









                                      48


<PAGE>



         5. The manner in which this amendment to the certificate of
incorporation was authorized was by the affirmative vote of the holders of a
majority of all outstanding shares entitled to vote thereon at a meeting of the
shareholders of said corporation duly called and held on the 28th day of July,
1967, a quorum being present.

         IN WITNESS WHEREOF, the undersigned have executed and signed this
certificate this 31st day of July, 1967.

                                                   (signed) John W. Sanford

                                                   John W. Sanford, President

                                                    (signed) John E. Barry

                                                    John E. Barry, Secretary






                                      49


<PAGE>



STATE OF NEW YORK:
                  ss.
COUNTY OF ORANGE :

         John W. Sanford, being first duly sworn, deposes and says that he is
the president of Warwick Valley Telephone Company, that he has read the
foregoing certificate and knows the contents thereof and that the statements
therein contained are true.

                                                        (signed) John W. Sanford

                                                             John W. Sanford

Sworn to before me this 
31st day of July, 1967.

(signed) Doris S. Minturn
Notary Public

        DORIS S. MINTURN
Notary Public, State of New York
    Appointed in Orange County
Commission Expires March 30, 1969






                                      50


<PAGE>

917683                            CERTIFICATE OF AMENDMENT

                                           OF THE

                                CERTIFICATE OF INCORPORATION

                                             OF

                              WARWICK VALLEY TELEPHONE COMPANY

                     UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW.

              The undersigned, being the executive vice president and the
secretary of Warwick Valley Telephone Company, do hereby certify and set forth:

                  1.  The name of the corporation is Warwick Valley Telephone
Company.

                  2. The certificate of incorporation was filed by the
Department of State on the 16th day of January, 1902.

                  3. The certificate of incorporation is hereby amended,
pursuant to section 801(b) (7) of the Business Corporation Law, to effect an
increase in the aggregate number of shares which the corporation shall have
authority to issue from 43,500 to 50,000 shares of which 7,500 shall be
preferred shares having a par value of $100.00 each and 42,500 shares shall be
common shares without par value.

                  4. The portion of the certificate of incorporation as amended
which sets forth the number of authorized shares is hereby further amended as
follows:
                           "The total number of shares of the corporation which
                  may be issued is 50,000 to consist of 7,500 preferred shares
                  having a par value of $100.00 each and 42,500 common shares
                  without par value."


                                      51


<PAGE>

                  5. The manner in which this amendment to the certificate of
incorporation was authorized was by the affirmative vote of the holders of a
majority of all outstanding shares entitled to vote thereon at a meeting of the
shareholders of said corporation duly called and held on the 30th day of April,
1971, a quorum being present.

                  IN WITNESS WHEREOF, the undersigned have executed and signed
this certificate this 30th day of April, 1971.

                                              (signed) George C. Bensen
                                     George C. Bensen, Executive Vice President
                                               (signed) John E. Barry
                                              John E. Barry, Secretary
     

STATE OF NEW YORK:
                    SS.
COUNTY OF ORANGE :

                  George C. Bensen, being first duly sworn, deposes and says
that he is the executive vice president of Warwick Valley Telephone Company,
that he has read the foregoing certificate and knows the contents thereof and
that the statements therein contained are true.

                                                       (signed) George C. Bensen
                                                            George C. Bensen

Sworn to before me this
30th day of April, 1971.

(signed) Herbert N. Roe
Notary Public

         HERBERT N. ROE
  Notary Public State of New York
    Residing in Orange County
My Commission Expires Mar. 30, 1972



                                      52


<PAGE>



A 89245                            CERTIFICATE OF AMENDMENT

                                            OF THE

                                CERTIFICATE OF INCORPORATION

                                             OF

                              WARWICK VALLEY TELEPHONE COMPANY

                    UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW.


                  The undersigned, being the president and the secretary of
Warwick Valley Telephone Company, do hereby certify and set forth:

                  1.  The name of the corporation is Warwick Valley Telephone
Company.

                  2. The Certificate of Incorporation was filed by the
Department of State on the 16th day of January, 1902.

                  3. The Certificate of Incorporation is hereby amended,
pursuant to Section 801(b) (12) of the Business Corporation Law, to eliminate
the pre-emptive rights to acquire shares or other securities of the corporation.

                  4. To accomplish such amendment the following shall be added
to the Certificate of Incorporation as amended:

                           No holder of any share of stock of this Corporation
                  either common or preferred shall be entitled as a matter of
                  right, to subscribe for, purchase or receive any part of the
                  unissued stock of the corporation or any stock of the
                  corporation to be issued by reason of any increase of the
                  authorized capital stock of the corporation or any stock of
                  the corporation purchased by the corporation or by its nominee
                  or nominees, or to subscribe for, purchase or receive any
                  rights to or options to purchase any such stock or any bonds,
                  certificates of indebtedness, debentures or other securities
                  convertible into or carrying options or warrants to purchase
                  stock or other securities of the corporation, or have any
                  other pre-emptive rights as now or hereafter defined by the
                  laws of the State of New York.



                                      53
<PAGE>



                  5. The manner in which this amendment to the Certificate of
Incorporation of Warwick Valley Telephone Company was authorized, was by the
affirmative vote of the holders of a majority of all outstanding shares entitled
to vote thereon and by the vote of the holders of a majority of all outstanding
shares of each class or each series of a class adversely affected or
subordinated at a meeting of the shareholders of said corporation duly called
and held on the 27th day of April, 1973.

                  IN WITNESS WHEREOF, the undersigned have executed and signed
this certificate this 27th day of April, 1973.

                                                      (signed) John W. Sanford
                                                              President

                                                     (signed) Philip S. Demarest
                                                              Secretary















                                      54


<PAGE>



STATE OF NEW YORK:

COUNTY OF ORANGE :


                  JOHN W. SANFORD, being first duly sworn, deposes and says that
he is the president of WARWICK VALLEY TELEPHONE COMPANY, that he has read the
foregoing certificate and knows the contents thereof and that the statements
therein contained are true.

                                                        (signed) John W. Sanford
                                                              JOHN W. SANFORD

Subscribed and sworn to
before me this 2 day
of May, 1973.

(signed) Mildred S. Littell
NOTARY PUBLIC

      MILDRED S. LITTELL
Notary Public, State of New York
   Appointed in Orange County
Commission Expires March 30, 1974
        No. 36-7570-750


















                                      55


<PAGE>


                                STATE OF NEW YORK
                            PUBLIC SERVICE COMMISSION

                                                    Albany, N. Y., July 26, 1973

CASE 26435 - Petition of Warwick Valley Telephone Company for approval of an
amendment of its certificate of incorporation to eliminate all pre-emptive
rights to acquire shares or other securities of the corporation.


                  The Public Service Commission hereby consents to and approves
this CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF WARWICK
VALLEY TELEPHONE COMPANY UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW,
executed April 27, 1973, in accordance with the order of the Public Service
Commission dated June 29, 1973.

                                    By the Commission,
                                    (signed) Samuel R. Madison
                                    Secretary









                                      56


<PAGE>



                            CERTIFICATE OF AMENDMENT

                                     OF THE

                          CERTIFICATE OF INCORPORATION

                                       OF

                        WARWICK VALLEY TELEPHONE COMPANY

               UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW.


                  The undersigned, being the president and the secretary of
Warwick Valley Telephone Company, do hereby certify and set forth:

                  1.  The name of the corporation is Warwick Valley Telephone
Company.

                  2. The certificate of incorporation was filed by the
Department of State on the 16th day of January, 1902.

                  3. The certificate of incorporation is hereby amended,
pursuant to section 801(b) (7) of the Business Corporation Law, to effect an
increase in the aggregate number of shares which the corporation shall have
authority to issue from 50,000 shares to 107,500 shares of which 7,500 shall be
preferred shares having a par value of $100.00 each and 100,000 shares shall be
common shares without par value.

                  4. That portion of the certificate of incorporation as amended
which sets forth the number of authorized shares is hereby further amended as
follows:

                           "The total number of shares of the corporation which
                  may be issued is 107,500 to consist of 7,500 preferred shares
                  having a par value of $100.00 each and 100,000 common shares
                  without par value."










                                      57


<PAGE>



                  5. The manner in which this amendment to the certificate of
incorporation was authorized was by the affirmative vote of the holders of a
majority of all outstanding shares entitled to vote thereon at a meeting of the
shareholders of said corporation duly called and held on the 30th day of April,
1976, a quorum being present.

                  IN WITNESS WHEREOF, the undersigned have executed and signed
this certificate this 30th day of April, 1976.

                                                      (signed) John W. Sanford
                                                     John W. Sanford, President

                                                    (signed) Philip S. Demarest
                                                   Philip S. Demarest, Secretary

















                                      58


<PAGE>



STATE OF NEW YORK :
                     SS.:
COUNTY OF ORANGE  :

                  John W. Sanford, being first duly sworn, deposes and says that
he is the president of Warwick Valley Telephone Company, that he has read the
foregoing certificate and knows the contents thereof and that the statements
therein contained are true.

                                                       (signed) John W. Sanford
                                                            John W. Sanford

Sworn to before me this
30th day of May, 1976.

(signed) Mildred S. Littell
Notary Public

      MILDRED S. LITTELL
Notary Public, State of New York
   Appointed in Orange County
Commission Expires March 30, 1978
        No. 36-7570-750






















                                      59


<PAGE>



                            CERTIFICATE OF AMENDMENT

                                     OF THE

                          CERTIFICATE OF INCORPORATION

                                       OF

                        WARWICK VALLEY TELEPHONE COMPANY

                UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW

                  The undersigned, being the President and Secretary of Warwick
Valley Telephone Company, do hereby certify and set forth:

                  1. The name of corporation is Warwick Valley Telephone
Company.

                  2. The certificate of incorporation was filed by the
Department of State on the 16th day of January, 1902.

                  3. The certificate of incorporation is hereby amended,
pursuant to section 801 (b) (7) of the Business Corporation Law, to effect an
increase in the aggregate number of shares which the corporation shall have
authority to issue from 107,500 to 127,500 shares of which 7,500 shall be
preferred shares having a par value of $100.00 each and 120,000 shares shall be
common shares without par value.

                  4. The portion of the certificate of incorporation as amended
which sets forth the number of authorized shares is hereby further amended as
follows:

                           "The total number of shares of the corporation which
                  may be issued is 127,500 to consist of 7,500 preferred shares
                  having a par value of $100.00 each and 120,000 common shares
                  without par value."










                                      60


<PAGE>



                  5. The manner in which this amendment to the certificate of
incorporation was authorized was by the affirmative vote of the holders of a
majority of all outstanding shares entitled to vote thereon at a meeting of the
shareholders of said corporation duly called and held on the 24th day of April,
1981, a quorum being present.


                  IN WITNESS WHEREOF, the undersigned have executed and signed
this certificate this 24th day of April, 1981.

                                               (signed) J. Russell Langwig, Jr.
                                              J. Russell Langwig, Jr., President
                         
                       
                                                (signed) Philip S. Demarest
                                               Philip S. Demarest, Secretary
          


















                                      61


<PAGE>



                            CERTIFICATE OF AMENDMENT
                                     OF THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                        WARWICK VALLEY TELEPHONE COMPANY
                UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW

                  The undersigned, being the President and the Secretary of
Warwick Valley Telephone Company (the "Corporation"), do hereby certify:

                  1.  The name of the Corporation is Warwick Valley Telephone
Company.

                  2. The Corporation's certificate of incorporation was filed by
the Department of State on January 16, 1902.

                  3. The certificate of incorporation is amended as authorized
by Section 801 (b) (11) to change the presently authorized 120,000 common shares
without par value into 360,000 common shares without par value.

                  4. The first sentence of Paragraph IV of the certificate of
incorporation, which refers to the number of authorized shares, is hereby
amended to read in its entirety as follows:

                  "The total number of shares of the corporation which may be
                  issued is 367,500, to consist of 7,500 preferred shares
                  having a par value of $100.00 each and 360,000 common shares
                  without par value."

The remainder of Paragraph IV is not amended and shall remain in full force and
effect.

                  5. The number of common shares without par value currently
issued and outstanding is 103,636, and the number of authorized, but unissued
common shares without par value is 16,364. The terms of the change are as
follows: Each authorized common share, whether issued or unissued, will be split
3-for-1. As a result, for each issued and outstanding common share without par
value, the holder thereof will receive two additional common shares without par
value, giving a total of 310,908 common shares without par value issued and
outstanding. The stated capital of the Corporation will be neither reduced nor
increased; pursuant to Section 806 (b) (1) of the Business Corporation Law this
existing stated capital will be the stated capital with respect to the 310,908
common shares without par value outstanding after the split has been
effectuated. Upon the effectuation of the 3-for-1 split, 49,092 authorized but
unissued common shares without par value will remain. The stated capital with
respect to such remaining, unissued 49,092 common shares without par value will
be determined from time to time upon their issuance.

                  6. The amendment to the certificate of incorporation was
authorized as follows: Upon the unanimous vote of the Corporation's Board of
Directors, the amendment was submitted to the Annual Meeting of the
Corporation's common shareholders on April 24, 1987, where the amendment was
authorized by the affirmative vote of a majority of the issued and outstanding
common shares entitled to vote thereon, a quorum being present.

                  IN WITNESS WHEREOF, the undersigned have executed this
certificate of amendment this 15th day of May, 1987.

                                              (signed) J. Russell Langwig, Jr.
                                             J. Russell Langwig, Jr., President

                                                 (signed) Philip S. Demarest
                                                Philip S. Demarest, Secretary






                                      62


<PAGE>



State of New York :
                  : ss.:
County of Orange  :

                  J. Russell Langwig, Jr., being duly sworn, deposes and says
that he is one of the persons described in and who executed the foregoing
certificate, that he has read the same and knows the content thereof, and that
the statements contained therein are true.

                                                (signed) J. Russell Langwig, Jr.
                                                     J. Russell Langwig, Jr.

Sworn to before me this
15th day of May, 1987.

(signed) Bonnie A. Jackowitz
Notary Public

         BONNIE A. JACKOWITZ
   Notary Public, State of New York
No. 4802628 Certified in Orange County
    Commission Expires May 31, 1988



















                                      63


<PAGE>

                                STATE OF NEW YORK
                            PUBLIC SERVICE COMMISSION


                                                     Albany, NY, August 11, 1987


CASE 29610 - Petition of Warwick Valley Telephone Company for approval to amend
its Certificate of Incorporation to permit the company to increase its
authorized shares in order to effect a three-for-one stock split.

                  The Public Service Commission hereby consents to and approves
this Certificate of Amendment of The Certificate of Incorporation of Warwick
Valley Telephone Company under Section 806 (b) (1) of the Business Corporation
Law, executed May 15, 1987, in accordance with the order of the Public Service
Commission dated August 5, 1987.

                                        By the Commission,

                                        (signed) John J. Kelliher
                                        Secretary

















                                      64


<PAGE>



B549274                   CERTIFICATE OF AMENDMENT                           UNI
                                   OF THE
                        CERTIFICATE OF INCORPORATION
                                    OF
                       WARWICK VALLEY TELEPHONE COMPANY
               UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW
       

                  The undersigned, being the President and the Secretary of
Warwick Valley Telephone Company (the "Corporation"), do hereby certify:

                  1. The name of the Corporation is Warwick Valley Telephone
Company.

                  2. The Corporation's certificate of incorporation was filed by
the Department of State on January 16, 1902.

                  3. The certificate of incorporation is amended as authorized
by Section 801 (b) (14) to effect the following changes:

                  (a) To add a Paragraph VIII requiring the Board of Directors
         to consider certain factors when evaluating certain transactions
         involving the Corporation;

                  (b) To add a Paragraph IX requiring that certain mergers and
         similar transactions of the Corporation must be approved by a vote of
         at least 70% of the shares of the Corporation's voting stock and
         two-thirds (2/3) of the shares of the Corporation's voting stock held
         by "disinterested" shareholders, unless certain "fair price" provisions
         are satisfied; and

                  (c) To add a Paragraph X requiring that certain significant
         corporate transactions, such as mergers and sales of substantially all
         of the Corporation's assets, be approved by a vote of at least 70% of
         the shares of the Corporation's voting stock.

                  4. To effect the amendments described in paragraph 3 above the
Corporation's certificate of incorporation shall be amended as follows:

                  (a) A new Paragraph VIII shall be added to the Corporation's
         certificate of incorporation, which Paragraph VIII shall read in its
         entirety as follows:















                                       65


<PAGE>



"VIII. The Board of Directors of the corporation, when evaluating any offer of
another party to (i) purchase, or exchange any securities or property for, any
outstanding equity securities of the corporation or any subsidiary; (ii) merge
or consolidate the corporation or any subsidiary with another company; or (iii)
purchase or otherwise acquire all or substantially all of the properties and
assets of the corporation or any subsidiary, shall, in connection with the
exercise of its judgment in determining what is in the best interest of the
corporation and its shareholders, give due consideration not only to the price
or other consideration being offered but also to all other relevant factors,
including, without limitation, (i) the financial and managerial resources and
future prospects of the offeror; (ii) the possible effects on the business of
the corporation and its subsidiaries and on the ratepayers, and other customers,
employees, suppliers and creditors of the corporation and its subsidiaries and
(iii) the possible effects on the communities in which the facilities of the
corporation and its subsidiaries are located. In so evaluating any such offer,
the Board of Directors shall be deemed to be acting in accordance with its duly
authorized duties and in good faith, in the best interests of the corporation."

                           (b) A new Paragraph IX shall be added to the
                  Corporation's certificate of incorporation, which Paragraph IX
                  shall read in its entirety as follows:

         "IX. The vote of the shareholders of the corporation required to
approve any Business Combination shall be as set forth in this Paragraph IX. The
term "Business Combination" shall have the meaning ascribed to it in
sub-paragraph 1.(B) of this Paragraph IX. Each other capitalized term shall have
the meaning ascribed to it in sub-paragraph 3 of this Paragraph IX.

         1.(A) In addition to any affirmative vote required by law or this
certificate of incorporation and except as otherwise expressly provided in sub-
paragraph 2 of this Paragraph IX:

                  (1) any merger or consolidation of the corporation or any
         Subsidiary with (i) any Interested Shareholder or (ii) any other person
         (whether or not itself an Interested Shareholder) which is, or after
         such merger or consolidation would be, an Affiliate of an Interested
         Shareholder; or

                  (2) any sale, lease, exchange, mortgage, pledge, transfer or
         other disposition (in one transaction or a series of transactions) to
         or with any Interested Shareholder or any Affiliate of any Interested
         Shareholder of assets of the corporation or any Subsidiary having an
         aggregate Fair Market Value of $1,000,000 or more; or











                                      66


<PAGE>



                  (3) the issuance or transfer by the corporation or any
         Subsidiary (in one transaction or a series of transactions) of any
         securities of the corporation or any Subsidiary to any Interested
         Shareholder or any Affiliate of any Interested Shareholder in exchange
         for cash, securities or other property (or a combination thereof)
         having an aggregate Fair Market Value of $1,000,000 or more, other than
         the issuance of securities upon the conversion of convertible
         securities of the corporation or any Subsidiary which were not acquired
         by such Interested Shareholder (or such Affiliate) from the corporation
         or a Subsidiary; or

                  (4) the adoption of any plan or proposal for the liquidation
         or dissolution of the corporation proposed by or on behalf of an
         Interested Shareholder or any Affiliate of any Interested Shareholder;
         or

                  (5) any transaction involving the corporation or any
         Subsidiary (whether or not with or into or otherwise involving an
         Interested Shareholder), and including without limitation, any
         reclassification of securities (including any reverse stock split), or
         recapitalization or reorganization of the corporation, or any merger or
         consolidation of the corporation with any of its Subsidiaries or any
         self tender offer for or repurchase of securities of the corporation by
         the corporation or any Subsidiary or any other transaction (whether or
         not with or into or otherwise involving an Interested Shareholder),
         which in any such case has the effect, directly or indirectly, of
         increasing the proportionate share of the outstanding shares of any
         class of equity securities or securities convertible into equity
         securities of the corporation or any Subsidiary which is directly or
         indirectly beneficially owned by any Interested Shareholder or any
         Affiliate of any Interested Shareholder;

shall require the affirmative vote of the holders of at least 70 percent of the
combined voting power of the then outstanding shares of the Voting Stock, in
each case voting together as a single class (it being understood that for
purposes of this Paragraph IX each share of the Voting Stock shall have the
number of votes granted to it pursuant to this certificate of incorporation or
the terms of any series of the corporation's preferred shares), which vote shall
include the affirmative vote of at least two-thirds (2/3) of the combined voting
power of the outstanding shares of Voting Stock held by shareholders other than
the Interested Shareholder. Such affirmative vote shall be required
notwithstanding any provision of law or any other provision of this certificate
of incorporation or any agreement which might permit a lesser vote or no vote
and in addition to any affirmative vote required of the holders of any class or
series of Voting Stock pursuant to law, this certificate of incorporation or the
terms of any series of the corporation's preferred shares.

         (B) The term "Business Combination" as used in this Paragraph IX shall
mean any transaction that is referred to in any one or more clauses (1) through
(5) of sub-paragraph 1.(A) of this Paragraph IX.

         2. The provisions of sub-paragraph 1.(A) of this Paragraph IX shall not
be applicable to any particular Business Combination, and such Business
Combination shall require only such affirmative vote as may be required by law,
any other provision of this certificate of incorporation, or the terms of any
series of the corporation's preferred shares, if, in the case of a Business
Combination that does not involve any cash or other consideration being received
by the shareholders of the corporation, solely in their














                                      67


<PAGE>



respective capacities as shareholders of the corporation, the condition
specified in the following sub-paragraph (A) is met, or, in the case of any
other Business Combination, the conditions specified in the following sub-
paragraph (A) or the conditions specified in the following sub-paragraph (B) are
met:

         (A) such Business Combination shall have been approved by a majority of
the Disinterested Directors; or

         (B) each of the conditions specified in the following clauses (1)
through (5) shall have been met:

                  (1) the aggregate amount of the cash and Fair Market Value as
         of the Consummation Date of any consideration other than cash to be
         received per share by the holders of common shares in such Business
         Combination shall be at least equal to the highest of the following (it
         being intended that the requirements of this clause (B)(1) shall be met
         with respect to all common shares outstanding whether or not the
         Interested Shareholder has acquired any common shares):

                           (i) if applicable, the highest per share price
                  (including any brokerage commissions, transfer taxes and
                  soliciting dealers' fees) paid in order to acquire any common
                  shares beneficially owned by the Interested Shareholder which
                  were acquired beneficially by such Interested Shareholder (x)
                  within the two-year period immediately prior to the
                  Announcement Date or (y) in the transaction in which it became
                  an Interested Shareholder, whichever is higher; or

                           (ii)  The Fair Market Value per common share on the
                  Announcement Date or on the Determination Date, whichever is
                  higher; or

                           (iii) the amount which bears the same percentage
                  relationship to the Fair Market Value of the common shares on
                  the Announcement Date as the highest per share price
                  determined in (B)(1)(i) above bears to the Fair Market Value
                  of the common shares on the date of the commencement of the
                  acquisition of common shares by such Interested Shareholder;
                  and

                  (2) the aggregate amount of the cash and the Fair Market Value
         as of the Consummation Date of any consideration other than cash to be
         received per share by holders of the shares of any class or series of
         outstanding Voting Stock other than common shares shall be at least
         equal to the highest of the following (it being intended that the
         requirements of this clause (B)(2) shall be met with respect to every
         class and series of such Voting Stock, whether or not the Interested
         Shareholder has previously acquired any shares of a particular class or
         series of such Voting Stock):





















                                      68


<PAGE>



                           (i) if applicable, the highest per share price
                  (including any brokerage commissions, transfer taxes and
                  soliciting dealers' fees) paid in order to acquire any shares
                  of such class or series of Voting Stock beneficially owned by
                  the Interested Shareholder which were acquired beneficially by
                  such Interested Shareholder (x) within the two-year period
                  immediately prior to the Announcement Date or (y) in the
                  transaction in which it became the Interested Shareholder,
                  whichever is higher; or

                           (ii) if applicable, the highest preferential amount
                  per share to which the holders of shares of such class or
                  series of Voting Stock are entitled in the event of any
                  voluntary or involuntary liquidation, dissolution or winding
                  up of the Company; or

                           (iii) the Fair Market Value per share of such class
                  or series of Voting Stock on the Announcement Date or the
                  Determination Date, whichever is higher; or

                           (iv) the amount which bears the same percentage to
                  the Fair Market Value of such class or series of Voting Stock
                  on the Announcement Date as the highest per share price in
                  clause (B)(2)(i) above bears to the Fair Market Value of such
                  Voting Stock on the date of the commencement of the
                  acquisition of such Voting Stock by such Interested
                  Shareholder; and

                  (3) the consideration to be received by holders of a
         particular class or series of outstanding Voting Stock (including
         common shares) shall be in cash or in the same form as was previously
         paid in order to acquire beneficially shares of such class or series of
         Voting Stock that are beneficially owned by the Interested Shareholder
         and, if the Interested Shareholder beneficially owns shares of any
         class or series of Voting Stock that were acquired with varying forms
         of consideration, the form of consideration to be received by each
         holder of shares of such class or series of Voting Stock shall be, at
         the option of such holder, either cash or the form used by the
         Interested Shareholder to acquire beneficially the largest number of
         shares of such class or series of Voting Stock beneficially acquired by
         it prior to the Announcement Date; and

                  (4) after such Interested Shareholder has become an Interested
         Shareholder and prior to the consummation of such Business Combination:

                           (i) such Interested Shareholder shall not have become
                  the beneficial owner of any additional shares of Voting Stock
                  of the corporation, except as part of the transaction in which
                  it became an Interested Shareholder or upon conversion of
                  convertible securities acquired by it prior to becoming an
                  Interested Shareholder or as a result of a pro rata stock
                  dividend or stock split; and




















                                      69


<PAGE>



                           (ii) such Interested Shareholder shall not have
                  received the benefit, directly or indirectly (except
                  proportionately as a shareholder), of any loans, advances,
                  guarantees, pledges or other financial assistance or tax
                  credits or other tax advantages provided by the corporation or
                  any Subsidiary, whether in anticipation of or in connection
                  with such Business Combination or otherwise; and

                           (iii) such Interested Shareholder shall not have
                  caused any material change in the corporation's business or
                  capital structure including, without limitation, the issuance
                  of shares of capital stock of the corporation to any third
                  party; and

                           (iv) there shall have been (x) no failure to declare
                  and pay at the regular date therefore the full amount of
                  dividends (whether or not cumulative) on any outstanding
                  preferred shares of the Company except as approved by a
                  majority of the Disinterested Directors, (y) no reduction in
                  the annual rate of dividends paid on common shares (except as
                  necessary to reflect any subdivision of the Common shares),
                  except as approved by a majority of the Disinterested
                  Directors, and (z) an increase in such annual rate of
                  dividends (as necessary to prevent any such reduction) in the
                  vent of any reclassification (including any reverse stock
                  split), recapitalization, reorganization, self tender offer or
                  any similar transaction which has the effect of reducing the
                  number of outstanding common shares, unless the failure so to
                  increase such annual rate was approved by a majority of the
                  Disinterested Directors; and

                  (5) a proxy or information statement describing the proposed
         Business Combination and complying with the requirements of the
         Securities Exchange Act of 1934 and the rules and regulations
         thereunder (or any subsequent provisions replacing such Act, rules and
         regulations), whether or not the corporation is then subject to such
         requirements, shall be mailed by and at the expense of the Interested
         Shareholder at least thirty days prior to the Consummation Date of such
         Business Combination to the public shareholders of the corporation
         (whether or not such proxy or information statement is required to be
         mailed pursuant to such Act or subsequent provisions), and may contain
         at the front thereof in a prominent place (i) any recommendations as to
         the advisability (or inadvisability) of the Business Combination which
         the Disinterested Directors, if any, may choose to state, and (ii) the
         opinion of a reputable national or regional investment banking firm
         with expertise in telecommunications as to the fairness (or not) of
         such Business Combination from the point of view of the remaining
         public shareholders of the corporation (such investment banking firm to
         be engaged solely on behalf of the remaining public shareholders, to be
         paid a reasonable fee for its services by the corporation upon receipt
         of such opinion, to be unaffilated with such Interested Shareholder,
         and, if there are at the time any Disinterested Directors, to be
         selected by a majority of the Disinterested Directors).




















                                      70


<PAGE>



         3.  For purposes of this Paragraph IX:

         (A) A "person" shall include, without limitation, any individual, firm,
corporation, group (as such term is used in Regulation 13D-G of the General
Rules and Regulations under the Securities Exchange Act of 1934, as in effect on
January 1, 1987) or other entity.

         (B) "Interested Shareholder" shall mean any person (other than the
corporation or any Subsidiary or any employee benefit plan of the corporation or
any Subsidiary) who or which:

                  (1) is the beneficial owner, directly or indirectly, of more
         than 10 percent of the combined voting power of the then outstanding
         shares of Voting Stock; or

                  (2) is an Affiliate of the corporation and at any time within
         the two-year period immediately prior to the date in question was the
         beneficial owner, directly or indirectly, of 10 percent or more of the
         combined voting power of the then outstanding shares of Voting Stock;
         or

                  (3) is an assignee of or has otherwise succeeded to the
         beneficial ownership of any shares of Voting Stock that were at any
         time within the two-year period immediately prior to the date in
         question beneficially owned by an Interested Shareholder, if such
         assignment or succession shall have occurred in the course of a
         transaction or series of transactions not involving a public offering
         within the meaning of the Securities Act of 1933.

         (C) A person shall be a "beneficial owner" of any Voting Stock:

                  (1)  which such person or any of its Affiliates or Associates
         beneficially owns, directly or indirectly; or

                  (2) which such person or any of its Affiliates or Associates
         has (a) the right to acquire (whether or not such right is exercisable
         immediately) pursuant to any agreement, arrangement or understanding or
         upon the exercise of conversion rights, exchange rights, warrants or
         options, or otherwise, or (b) the right to vote or direct the vote
         pursuant to any agreement, arrangement or understanding; or

                  (3) which are beneficially owned, directly or indirectly, by
         any other person with which such person or any of its Affiliates or
         Associates has any agreement, arrangement or understanding for the
         purpose of acquiring, holding, voting or disposing of any shares of
         Voting Stock.
























                                      71


<PAGE>



         (D) For the purposes of determining whether a person is an Interested
Shareholder pursuant to sub-paragraph 3.(B) of this Paragraph IX, the number of
shares of Voting Stock deemed to be outstanding shall include shares deemed
owned by such Interested Shareholder through application of sub-paragraph 3.(C)
of this Paragraph IX but shall not include any other shares of Voting Stock that
may be issuable pursuant to any agreement, arrangements or understanding, or
upon exercise of conversion rights, warrants or options, or otherwise.

         (E) "Affiliate" and "Associate" shall have the respective meanings
ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under
the Securities Exchange Act of 1934, as in effect on January 1, 1987.

         (F) "Subsidiary" shall mean any person more than 50 percent of whose
outstanding equity securities having ordinary voting power in the election of
directors is owned, directly or indirectly, by the corporation or by a
Subsidiary or by the corporation and one or more Subsidiaries; provided,
however, that for the purposes of the definition of Interested Shareholder set
forth in sub-paragraph 3.(B) of this Paragraph IX, the term "Subsidiary" shall
mean only a person of which a majority of each class of stock ordinarily
entitled to vote for the election of directors is owned, directly or indirectly,
by the corporation.

         (G) "Disinterested Director" shall mean any member of the Board of
Directors of the corporation who is unaffiliated with, and not a nominee of, the
Interested Shareholder and was a member of the Board prior to the time that the
Interested Shareholder became an Interested Shareholder, and any successor of a
Disinterested Director who is unaffiliated with, and not a nominee of, the
Interested Shareholder and who is recommended to succeed a Disinterested
Director by a majority of Disinterested Directors then on the Board of
Directors.

         (H) "Fair Market Value" shall mean: (1) in the case of stock, the
highest closing sale price during the 30-day period commencing on the 40th day
preceding the date in question of a share of such stock on the Composite Tape
for New York Stock Exchange-Listed Stocks, or, if such stock is not quoted on
the New York Stock Exchange Composite Tape, on the principal United States
securities exchange registered under the Securities Exchange Act of 1934 on
which such stock is listed, or if such stock is not listed on any such exchange,
the highest closing sale price or bid quotation with respect to a share of such
stock during the 30-day period commencing on the 40th day preceding the date in
question on the National Association of Securities Dealers, Inc. Automated
Quotations System or any system then in use, or if no such quotations are
available, the Fair Market Value on the date in question of a share of such
stock as determined by a majority of the Disinterested Directors in good faith;
and (2) in the case of property other than cash or stock, the Fair Market Value
of such property on the date in question as determined by a majority of the
Disinterested Directors in good faith.






















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<PAGE>



         (I) In the event of any Business Combination in which the corporation
survives, the phrase "any consideration other than cash to be received" as used
in sub-paragraphs 2.(B)(1) and 2.(B)(2) of this Paragraph IX shall include the
common shares and/or the shares of any other class or series of outstanding
Voting Stock retained by the holders of such shares.

         (J) "Announcement Date" shall mean the date of first public
announcement of the proposed Business Combination.

         (K) "Determination Date" shall mean the date on which the Interested
Shareholder became an Interested Shareholder.

         (L) "Consummation Date" shall mean the date of the consummation of the
Business Combination.

         (M) The term "Voting Stock" shall mean, in any given time, all
outstanding common shares of the corporation and all outstanding shares of any
other classes or series of the corporation's capital stock, the holders of which
are entitled at such time to vote upon all questions upon which the holders of
common shares shall have the authority to vote, in each case voting together as
a single class.

         4. A majority of the Disinterested Directors shall have the power and
duty to determine, on the basis of information known to them after reasonable
inquiry, all facts necessary to determine compliance with this Paragraph IX
including, without limitation:

         (A)  whether a person is an Interested Shareholder;

         (B) the number of shares of Voting Stock or any other stock
beneficially owned by any person;

         (C)  whether a person is an Affiliate or Associate of another person;

         (D) whether the requirements of sub-paragraph 2.(B) of this Paragraph
IX have been met with respect to any Business Combination;

         (E) whether the assets which are the subject of any Business
Combination have, or the consideration to be received for the issuance or
transfer of securities by the corporation or any Subsidiary in any Business
Combination has, an aggregate Fair Market Value of $1,000,000 or more; and

         (F) all other matters with respect to which a determination is required
under this Paragraph IX.

         5. Nothing contained in this Paragraph IX shall be construed to relieve
any Interested Shareholder from any fiduciary obligation imposed by law.






















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<PAGE>



         6. Notwithstanding anything contained in this certificate of
incorporation to the contrary, the affirmative vote of the holders of at least
70 percent of the combined voting power of the Voting Stock shall be required to
alter, amend or repeal this Paragraph IX or to adopt any provision inconsistent
therewith; provided, however, that if there is an Interested Shareholder on the
record date for the meeting at which such action is submitted to the
shareholders for their consideration, such 70 percent vote must include the
affirmative vote of at least two-thirds (2/3) of the combined voting power of
the outstanding shares of Voting Stock held by shareholders other than the
Interested Shareholder.

         7. Nothing contained in this Paragraph IX is intended, or shall be
construed, to affect any of the relative rights, preferences or limitations,
within the meaning of such terms under Section 801(b)(12) of the New York
Business Corporation Law or any successor statute, of any shares of any
authorized class or series of the corporation's stock, whether issued or
unissued."

                  and

                           c) A new Paragraph X shall be added to the
                  Corporation's certificate of incorporation, which Paragraph X
                  shall read in its entirety as follows:

         "X. Except as otherwise specifically provided by law or in this
certificate of incorporation, the affirmative vote in person or by proxy of the
holders of seventy percent (70%) of the combined voting power of the issued and
outstanding common shares of the corporation and the issued and outstanding
shares of any other classes or series of the corporation's capital stock, the
holders of which are entitled at the time to vote upon all questions upon which
the holders of common shares shall have the authority to vote, shall be required
to adopt any plan of merger or consolidation (other than any plan of merger
involving the merger into the corporation of one or more subsidiaries of the
corporation, provided the corporation owns 90% or more of each class of stock of
such subsidiary or subsidiaries) or to approve the sale of all or substantially
all of the corporation's assets. Any amendment to this certificate of
incorporation which amends, deletes or otherwise modifies or changes this
section of this certificate of incorporation or any part thereof, shall be
authorized by a like vote of the shareholders. Nothing contained in this
Paragraph X is intended, or shall be construed, to affect any of the relative
rights, preferences or limitations, within the meaning of such terms under
Section 801(b)(12) of the New York Business Corporation Law or any successor
statute, of any shares of any authorized class or series of the corporation's
stock, whether issued or unissued."

The remainder of the Corporation's certificate of incorporation is not amended
and shall remain in full force and effect.


         5. The above amendments to the certificate of incorporation were
authorized as follows: Upon the unanimous vote of the Corporation's Board of
Directors, the amendments were submitted to the Annual Meeting of the
Corporation's common shareholders on April 24, 1987, where the amendments were
authorized by the affirmative vote of a majority of the issued and outstanding
common shares entitled to vote thereon, a quorum being present.

         6. The above amendments to the Corporation's certificate of
incorporation do not require the approval of the New York State Public Service
Commission pursuant to Section 108 of the Public Service Law. None of the
amendments is of the type referred to in Section 801(b)(8), (9), (10), (11) or
(12) of the Business Corporation Law and none of the amendments affects the
relative rights, preferences or limitations, within the meaning of such terms
under Section 801 (b) (12) of the Business Corporation Law, of any shares of any
authorized class or series of the Corporation's stock.





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<PAGE>



                  IN WITNESS WHEREOF, the undersigned have executed this
certificate of amendment this 2nd day of September, 1987 and certify, under
penalty of perjury, that the statements herein are true.

                                   /S/ J. Russell Langwig, Jr.
                                       J. Russell Langwig, Jr. President

                                   /S/ Philip S. Demarest
                                       Philip S. Demarest, Secretary


























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<PAGE>



                            CERTIFICATE OF AMENDMENT
                                     OF THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                        WARWICK VALLEY TELEPHONE COMPANY
                UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW


                  The undersigned, being the First Vice President and the
Secretary of Warwick Telephone Company (the "Corporation"), do hereby certify:

                  1.  The name of the Corporation is Warwick Valley Telephone
Company.

                   2. The Corporation's certificate of incorporation was filed
by the Department of State on January 16, 1902.

                  3. The certificate of incorporation is amended as authorized
by Section 801 (b) (14) to effect the following change: To add a Paragraph XII
limiting the liability of Directors for monetary damages to the maximum extent
now and hereafter permitted under the New York Business Corporation Law.

                  4. To effect the amendment described in paragraph 3 above the
Corporation's certificate of incorporation shall be amended by adding a new
Paragraph XII to the Corporation's certificate of incorporation, which Paragraph
XII shall read in its entirety as follows:

                  "XII. To the fullest extent now or hereafter provided for or
                  permitted by law, no director of the Company shall be
                  personally liable to the Company or its shareholders for
                  damages for any breach of duty in such capacity. Neither the
                  amendment or repeal of this Paragraph XII, nor the adoption of
                  any provision of this Certificate of Incorporation
                  inconsistent with this Paragraph XII, shall eliminate or
                  reduce the protection afforded by this Paragraph XII to a
                  director of the Company in respect to any matter which
                  occurred, or any cause of action, suit or claim which but for
                  this Paragraph XII would have accrued or arisen, prior to such
                  amendment, repeal or adoption."

The remainder of the Corporation's certificate of incorporation is not amended
and shall remain in full force and effect.

                  5. The above amendment to the certificate of incorporation was
authorized as follows: Upon the unanimous vote of the Corporation's Board of
Directors, the amendment was submitted to the Annual Meeting of the
Corporation's common shareholders on April 29, 1988, where the amendment was
authorized by the affirmative vote of a majority of the issued and outstanding
common shares entitled to vote thereon, a quorum being present.
















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<PAGE>



                  6. The above amendment to the Corporation's certificate of
incorporation does not require the approval of the New York State Public Service
Commission pursuant to Section 108 of the Public Service Law. The amendment is
not of the type referred to in Section 801 (b) (8), (9), (10), (11) or (12) of
the Business Corporation Law and the amendment does not affect the relative
rights, preferences or limitations, within the meaning of such terms under
Section 801 (b) (12) of the Business Corporation Law, of any shares of any
authorized class or series of the Corporation's stock.

                  IN WITNESS WHEREOF, the undersigned have executed this
certificate of amendment this 25th day of May, 1988 and certify, under penalty
of perjury, that the statements herein are true.

                                               (signed) Howard Conklin, Jr.
                                              Howard Conklin, Jr., First Vice
                                                                   President

                                                (signed) Philip S. Demarest
                                               Philip S. Demarest, Secretary



State of New York  )
                   )  ss.:
County of Orange   )


                  Howard Conklin, Jr. being duly sworn, deposes and says that he
is one of the persons described in and who executed the foregoing certificate,
that he has read the same and knows the content thereof, and that the statements
contained therein are true.

                                                 (signed) Howard Conklin, Jr.

                                                Howard Conklin, Jr., First Vice
                                                                     President


Sworn to before me this
25th day of May, 1988

(signed) Bonnie A. Jackowitz

Notary Public

         BONNIE A. JACKOWITZ
   Notary Public, State of New York
No. 4802628 Certified in Orange County
   Commission Expires May 31, 1988


















                                      77


<PAGE>



                            CERTIFICATE OF AMENDMENT
                                     OF THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                        WARWICK VALLEY TELEPHONE COMPANY
                UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW


                  The undersigned, being the President and the Secretary of
Warwick Valley Telephone Company (the "Corporation"), do hereby certify:

                  1.  The name of the Corporation is Warwick Valley Telephone
Company.

                   2. The Corporation's certificate of incorporation was filed
by the Department of State on January 16, 1902.

                  3. The certificate of incorporation is amended as authorized
by Section 801 (b) (11) to change the presently authorized 360,000 common shares
without par value into 720,000 common shares without par value.

                  4. The first sentence of Paragraph IV of the certificate of
incorporation, which refers to the number of authorized shares, is hereby
amended to read in its entirety as follows:

                  "The total number of shares of the corporation which may be
                   issued is 727,500, to consist of 7,500 preferred shares
                   having a par value of $100.00 each and 720,000 common shares
                   without par value."

The remainder of Paragraph IV is not amended and shall remain in full force and
effect.

                  5. The number of common shares without par value currently
issued and outstanding is 301,008, and the number of authorized, but unissued
common shares without par value is 58,992. The terms of the change are as
follows: Each authorized common share, whether issued or unissued, will be split
2-for-1. As a result, for each issued and outstanding common share without par
value, the holder thereof will receive one additional common share without par
value, giving a total of 602,016 common shares without par value issued and
outstanding. The stated capital of the Corporation will be neither reduced nor
increased; pursuant to Section 806 (b) (1) of the Business Corporation Law this
existing stated capital will be the stated capital with respect to the 602,016
common shares without par value outstanding after the split has been
effectuated. Upon the effectuation of the 2-for-1 split, 117,984 authorized but
unissued common shares without par value will remain. The stated capital with
respect to such remaining, unissued 117,984 common shares without par value will
be determined from time to time upon their issuance.













                                      78


<PAGE>



                  6. The amendment to the certificate of incorporation was
authorized as follows: Upon the unanimous vote of the Corporation's Board of
Directors, the amendment was submitted to the Annual Meeting of the
Corporation's common shareholders on April 27, 1990, where the amendment was
authorized by the affirmative vote of a majority of the issued and outstanding
common shares entitled to vote thereon, a quorum being present.

                  IN WITNESS WHEREOF, the undersigned have executed this
certificate of amendment this 30th day of May, 1990.

                                                     (signed) Fred M. Knipp
                                                     Fred M. Knipp, President

                                                   (signed) Philip S. Demarest
                                                  Philip S. Demarest, Secretary


State of New York  )
                   )  ss.:
County of Orange   )


                  Fred M. Knipp, being duly sworn, deposes and says that he is
one of the persons described in and who executed the foregoing certificate, that
he has read the same and knows the content thereof, and that the statements
contained therein are true.

                                                    (signed) Fred M. Knipp
                                                        Fred M. Knipp

Sworn to before me this
30th day of May, 1990

(signed) Bonnie A. Jackowitz

Notary Public

         BONNIE A. JACKOWITZ
   Notary Public, State of New York
No. 4802628 Certified in Orange County
   Commission Expires May 31, 1990














                                      79


