


                                                                      EXHIBIT 4D



                        WARWICK VALLEY TELEPHONE COMPANY

                                       TO

                              THE BANK OF NEW YORK,
                                   AS TRUSTEE




                          EIGHTH SUPPLEMENTAL INDENTURE

                             Dated as of May 1, 1990






                     Supplementing the Indenture of Mortgage
                          Dated as of November 1, 1952
                                  and creating

                      9.05% First Mortgage Bonds, Series I,
                                 Due May 1, 2000













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                  EIGHTH SUPPLEMENTAL INDENTURE, dated as of May 1, 1990, by and
between WARWICK VALLEY TELEPHONE COMPANY, a corporation organized and existing
under the laws of the State of New York (hereinafter called the "Company"), and
THE BANK OF NEW YORK, a corporation organized and existing under the laws of the
State of New York, as Trustee (hereinafter called the "Trustee").

                                R E C I T A L S:

                  The background of this Eighth Supplemental Indenture is:

                  A. The Company heretofore executed and delivered to The First
National Bank of Warwick, as Trustee, its Indenture of Mortgage (hereinafter
referred to as the "Original Indenture" and the Original Indenture and all
supplemental indentures being hereinafter collectively referred to as the
"Indenture"), dated as of November 1, 1952 (to which this instrument is
supplemental), whereby the Company granted, bargained, sold and conveyed unto
the Trustee and to its successors in said trust, all property real, personal and
mixed then owned or thereafter acquired by the Company (other than property
excepted from the lien thereof) to be held by the Trustee in trust in accordance
with the provisions of the Indenture for the equal pro rata benefit and security
of all Bonds issued under the Indenture.

                  The Company thereafter executed and delivered seven
supplemental indentures to the Original Indenture for the purpose of creating
additional series of Bonds issuable under the Indenture, subjecting additional
property to the lien of the Indenture and amending specific provisions of the
Original Indenture.

                  The Original Indenture and all supplemental indentures thereto
have been duly recorded in the County Clerk's Office of the County of Orange in
the State of New York and in the County Clerk's Offices of the Counties of
Sussex and Passaic in the State of New Jersey (the only counties in which the
Company owns property).

                  B. The Bank of New York has become the successor trustee under
the Indenture in accordance with the provisions thereof.

                  C. The Company proposes (i) to create, issue and establish the
terms and provisions applicable to an additional series of Bonds to be
designated 9.05% First Mortgage Bonds, Series I, due May 1, 2000 (hereinafter
referred to as the "Series I Bonds"), limited in aggregate principal amount to
$3,000,000, and (ii) to mortgage and convey additional properties acquired or
constructed by the Company since the date of the Seventh Supplemental Indenture.

                  D. All acts and things necessary to make the Series I Bonds,
when executed by the Company and authenticated and delivered by the Trustee as
in the Indenture provided, the valid, binding and legal obligations of the
Company, and by these presents to constitute a valid indenture and agreement
according to its terms, have been done and performed, and the execution of



















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this Eighth Supplemental Indenture and the issue of the Series I Bonds have in
all respects been duly authorized, and the Company, in the exercise of the legal
right and power vested in it, executes this Eighth Supplemental Indenture.

                  NOW, THEREFORE, in consideration of the premises and of the
sum of One Dollar to the Company duly paid by the Trustee at or before the
ensealing and delivery hereof and for other good and valuable considerations,
the receipt whereof is hereby acknowledged, the Company hereby covenants and
agrees to and with the Trustee and its successors in the trusts under the
Indenture, for the equal and pro rata benefit of all present and future holders
of all Bonds issued and to be issued under the Indenture, without any
preference, priority or distinction whatsoever, as follows:

                                   ARTICLE ONE

                              MORTGAGE OF PROPERTY

                  S1.01. The Company in order to better secure the principal of
and interest (and premium, if any) on all Bonds of the Company at any time
outstanding under the Indenture according to their tenor and effect and the
performance of and compliance with the covenants and conditions in the Original
Indenture and all supplemental indentures thereto contained, does hereby grant a
security interest in and does hereby grant, bargain, sell, convey and mortgage
unto the Trustee, and to its successors in said trust, forever, all of the
property, rights and franchises acquired or constructed by the Company since
March 1, 1983, the date of the Seventh Supplemental Indenture, except property
of the character specifically excepted from the lien of the Indenture, in trust,
nevertheless, for the same purposes and upon the same conditions as are set
forth in the Indenture.

                                   ARTICLE TWO

                                 SERIES I BONDS

                  S2.01. Designation, Amount, Rate and Form. There is hereby
created a series of Bonds to issued under the Indenture, limited to the
aggregate principal amount of $3,000,000, which shall be designated "9.05% First
Mortgage Bonds, Series I, due May 1, 2000." The Series I Bonds shall be issued
only as registered bonds without coupons. The Series I Bonds initially issued
shall be dated as of and bear interest from the date of issuance thereof; shall
mature May 1, 2000; shall bear interest at the rate of 9.05% per annum, payable
semiannually on May 1 and November 1 in each year until the principal thereof
shall have become due and payable; and shall bear interest on any overdue
principal and on any overdue interest at the rate of 10.05% per annum, so far as
the same may be legally enforeable, from the due date thereof until fully paid.
Interest shall be computed on the basis of a 360-day year composed of twelve
30-day months. The Series I Bonds shall be substantially in the form set forth
in Exhibit A hereto. Series I Bonds issued upon transfer or exchange for
different denominations or in substitution for lost, stolen, destroyed or
mutilated Series I Bonds shall be dated so that no gain or loss of interest
shall occur.

















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                  There shall be no sinking fund for the Series I Bonds and the
Series I Bonds may not be redeemed prior to their maturity date.

                  S2.02. Authentication of Series I Bonds. After the execution
and delivery of this Eighth Supplemental Indenture and upon compliance with the
provisions of the authenticate and deliver to or upon the written order of the
Company, Series I Bonds in an aggregate principal amount not to exeed
$3,000,000.

                                  ARTICLE THREE

                                  MISCELLANEOUS

                  S3.01. Counterparts. This Eighth Supplemental Indenture may be
executed in any number of counterparts, each of which shall be an original, but
such counterparts shall together constitute but one and the same instrument.

                  IN WITNESS WHEREOF, WARWICK VALLEY TELEPHONE COMPANY, party of
the first part, has caused these presents to be signed in its corporate name by
its President or a Vice President and its corporate seal to be hereunto affixed
and attested by it Secretary or an Assistant Secretary, and THE BANK OF NEW
YORK, party of the second part, has caused these presents to be signed in its
corporate name by one of its ___________ or _______________ and its corporate
seal to be hereunto affixed and attested by one of its _________________, all
as of the day and year above written.

                                        WARWICK VALLEY TELEPHONE COMPANY

                                        By (signed) Fred M. Knipp
                                          Its President
(Corporate Seal)

Attest:

By (signed) Philip S. Demarest
  Its Secretary

                                        THE BANK OF NEW YORK

                                        By (signed) Walter N. Gitlin
                                          Its Assistant Vice President

(Corporate Seal)

Attest:

By (signed)
  Its Assistant Vice President





















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STATE OF NEW YORK  )
                   ) SS
COUNTY OF ORANGE   )

                  On this 25th day of June, 1990, before me, personally came
Fred M. Knipp, to me known, who, being by me duly sworn, did depose and say that
he resides at the Village of Warwick, New York; that he is the President of
WARWICK VALLEY TELEPHONE COMPANY, the corporation described in and which
executed the above instrument; that he knew the seal of said corporation; that
the seal affixed to said instrument was such corporate seal; that it was so
affixed by order of the Board of Directors of said corporation; and that he
signed his name thereto by like order.

                                               (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, 1992

STATE OF NEW YORK   )
                    )  SS
COUNTY OF ORANGE    )

                  On this 26th day of June, 1990, before me, personally came
Walter N. Gitlin, to me known, who, being by me duly sworn, did depose and say
that he resides at 101 Daniel Low Terrace, Staten Island, NY 10301 New York;
that he is the Assistant Vice President of THE BANK OF NEW YORK, the corporation
described in and which executed the above instrument; that he knew the seal of
said corporation; that the seal affixed to said instrument was such corporate
seal; that it was so affixed by order of the Board of Directors of said
corporation; and that he signed his name thereto by like order.

                                              (signed) Virginia Barazotti
                                                     Notary Public
                      
                                                  VIRGINIA BARAZOTTI
                                           Notary Public, State of New York
                                                    No. 41-4734647
                                              Qualified in Queens County
                                         Certificate filed in New York County
                                         Commission Expires November 30, 1991
   











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                      (Form of Registered Bond of Series I)

No.                                                                      $

                        WARWICK VALLEY TELEPHONE COMPANY
                       9.05% First Mortgage Bond, Series I
                                 Due May 1, 2000

                  WARWICK VALLEY TELEPHONE COMPANY, a New York corporation
(hereinafter called the "Company"), for value received, hereby promises to pay
to

                              or registered assigns
                                 on May 1, 2000
                             the principal amount of

                                                              DOLLARS ($       )

and to pay to the registered owner hereof interest hereon from the date hereof
at the rate of nine and five-hundredths percent (9.05%) per annum, semiannually
on the first day of May and on the first day of November in each year until the
principal hereof shall become due and to pay interest on any overdue principal
and overdue interest at the rate of ten and five-hundredths percent (10.05%) per
annum so far as legally enforceable.

                  Both principal of and interest on this bond will be paid in
any coin or currency of the United States of America which at the time of
payment is legal tender for the payment of public and private debts, at the
office of the Trustee in New York, New York, under the Indenture mentioned
below.

                  This bond is one of the bonds, of the above designated series,
of an authorized issue of bonds of the Company known as First Mortgage Bonds,
all issued or issuable in one more series under the equally secured (except
insofar as any sinking fund, replacement fund or other fund established in
accordance with the provisions of the Indenture hereinafter mentioned may afford
additional security for the bonds of any specific series) by an Indenture of
Mortgage dated as of November 1, 1952, executed and delivered by the Company to
the First National Bank of Warwick, which has been succeeded by The Bank of New
York, as Trustee (herein called the "Trustee"), to which Indenture of Mortgage
and all indentures supplemental thereto (hereinafter collectively referred to as
the "Indenture") reference is hereby made for a description of the property
mortgaged and pledged as security for said bonds, the nature and extent of the
security, and the rights, duties and immunities hereunder of the Trustee, the
rights of the holders of said bonds and of the Trustee and of the Company in
respect of such security, and the terms upon which said bonds may be issued
thereunder.

                  This bond may not be redeemed prior to its maturity.




                                    Exhibit A
                     (to the Eighth Supplemental Indenture)

                  The Indenture contains provisions permitting the Company and
the Trustee, with the consent of the holders of not less than 75% in principal
amount of the bonds (exclusive of bonds disqualified by reason of the Company's
interest therein) at the time outstanding, including, if more than one series of
bonds shall be at the time outstanding, not less than 60% in principal amount of
each series affected, to effect, by an indenture supplemental to the Indenture,
modifications or alterations of the Indenture and the rights and obligations of
the Company and of the holders of the bonds and coupons; provided, however, that
no such modification or alteration shall be made without the consent of the
registered owner hereof which will (a) extend the maturity of this bond or
reduce the rate or extend the time of payment of



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interest hereon or reduce the amount of the principal hereof or reduce any
premium payable on the redemption hereof, or (b) permit the creation of any
lien, not otherwise permitted, prior to or on a parity with the lien of the
Indenture, or (c) reduce the percentage of the principal of the bonds upon the
consent of the holders of which modifications or alterations may be made as
aforesaid.

                  This bond is transferable by the registered owner hereof in
person or by his duly authorized attorney, at the office of the Trustee in New
York, New York upon surrender of this bond for cancellation and upon payment, if
the Company shall so require, of the charges provided for in the Indenture, and
thereupon a new registered bond of the same series of like principal amount will
be issued to the transferee in exchange therefor.

                  The registered owner of this bond at his option may surrender
the same for cancellation at said office and receive in exchange therefor the
same aggregate principal amount of registered bonds of the same series of other
authorized denominations, upon payment, if the Company shall so require, of the
charges provided for in the Indenture and subject to the terms and conditions
therein set forth.

                  By its acceptance hereof, the registered owner of this bond
agrees that, in the absence of the registration of this bond under the
Securities Act of 1933, as amended, it will only transfer this bond in
accordance with any available exemption from the requirements of Section 5 of
the Securities Act of 1933, as amended, and in any event, in accordance with any
applicable state securities laws.

                  If a default as defined in the Indenture shall occur, the
principal of this bond may become or be declared due and payable before maturity
in the manner and with the effect provided in the Indenture. The holders,
however, of certain specified percentages of the bonds at the time outstanding,
including in certain cases specified percentages of bonds of particular series,
may in the cases, to the extent and under the conditions provided in the
Indenture, waive past defaults thereunder and the consequences of such defaults.















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                  No recourse shall be had for the payment of the principal of
or the interest on this bond, or for any claim based hereon, or otherwise in
respect hereof or of the Indenture, against any incorporator, stockholder,
director or officer, past, present or future, as such, of the Company or of any
predecessor or successor corporation, either directly or through the Company or
such predecessor or successor corporation, under any constitution or statute or
rule of law, or by the enforcement of any assessment or penalty, or otherwise,
all such liability of incorporators, stockholders and officers, as such, being
waived and released by the holder and owner hereof by the acceptance of this
bond as provided in the Indenture.

                  This bond shall not become or be valid or obligatory for any
purpose until the authentication certificate hereon shall have been signed by
the Trustee.

                  IN WITNESS WHEREOF, WARWICK VALLEY TELEPHONE COMPANY, has
caused these presents to be executed in its corporate name by its President, or
one of its Vice Presidents under corporate seal or a facsimile thereof, and
attested by its Secretary or one of its Assistant Secretaries, and this bond to
be dated June __, 1990.

                                        WARWICK VALLEY TELEPHONE COMPANY

                                        By
                                          Its

Attest:

By
  Its Secretary


                 (Form of Trustee's Authentication Certificate)

                  This is one of the bonds, of the series designated therein,
described in the within mentioned Indenture.

                                        THE BANK OF NEW YORK, as Trustee


                                        By
                                          Its











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