<SUBMISSION>
<ACCESSION-NUMBER>0000904793-05-000026
<TYPE>SC 13D/A
<PUBLIC-DOCUMENT-COUNT>1
<FILING-DATE>20051003
<DATE-OF-FILING-DATE-CHANGE>20051003
<SUBJECT-COMPANY>
<COMPANY-DATA>
<CONFORMED-NAME>WARWICK VALLEY TELEPHONE CO
<CIK>0000104777
<ASSIGNED-SIC>4813
<IRS-NUMBER>141160510
<STATE-OF-INCORPORATION>NY
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC 13D/A
<ACT>34
<FILE-NUMBER>005-79356
<FILM-NUMBER>051115724
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>47 49 MAIN ST
<CITY>WARWICK
<STATE>NY
<ZIP>10990
<PHONE>9149861101
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>47 49 MAIN ST
<STREET2>PO BOX 592
<CITY>WARWICK
<STATE>NY
<ZIP>10990
</MAIL-ADDRESS>
</SUBJECT-COMPANY>
<FILED-BY>
<COMPANY-DATA>
<CONFORMED-NAME>SANTA MONICA PARTNERS LP
<CIK>0000904793
<IRS-NUMBER>133100474
<STATE-OF-INCORPORATION>NY
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC 13D/A
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>1865 PALMER AVENUE
<CITY>LARCHMONT
<STATE>NY
<ZIP>10538
<PHONE>9148330875
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>1865 PALMER AVENUE
<CITY>LARCHMONT
<STATE>NY
<ZIP>10538
</MAIL-ADDRESS>
</FILED-BY>
<DOCUMENT>
<TYPE>SC 13D/A
<SEQUENCE>1
<FILENAME>wwvy13da12.txt
<DESCRIPTION>12
<TEXT>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------------

SCHEDULE 13D/A
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a) Under the Securities Exchange Act of 1934


(AMENDMENT No. 12)


WARWICK VALLEY TELEPHONE COMPANY
-----------------------------------------------------------
(Name of Issuer)


COMMON STOCK, PAR VALUE $0.01 PER SHARE
-----------------------------------------------------------
(Title of Class of Securities)


936750108
-----------------------------------------------------------
(CUSIP Number)


SANTA MONICA PARTNERS, L.P.
1865 Palmer Avenue
Larchmont, NY  10538
914-833-0875
-----------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

September 30, 2005
-----------------------------------------------------------
(Date of Event that Requires Filing of This Statement)

























CUSIP No. 936750108                  13D/A
Page 1 of 10 Pages


CUSIP No. 936750108                  13D/A
Page 2 of 10 Pages

___________________________________________________________

1	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
		SANTA MONICA PARTNERS, L.P.
		13-3100474
_______________________________________________________

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
		(a)  [ ]
		(b)  [X]
___________________________________________________________

3	SEC USE ONLY
___________________________________________________________

4	SOURCE OF FUNDS
		WC
___________________________________________________________

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
	REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)	[_]
___________________________________________________________

6	CITIZENSHIP OR PLACE OF ORGANIZATION
		NEW YORK
___________________________________________________________

			7	SOLE VOTING POWER
NUMBER OF		112,684
SHARES		--------------------------------------
BENEFICIALLY	8	SHARED VOTING POWER
OWNED BY		0
EACH REPORTING	--------------------------------------
PERSON WITH	9	SOLE DISPOSITIVE POWER
				112,684
			--------------------------------------
			10	SHARED DISPOSITIVE POWER
				0
_____________________________________________________________

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
	PERSON
		112,684
______________________________________________________________

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
	EXCLUDES CERTAIN SHARES 		[X]
___________________________________________________________

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
		2.1%
___________________________________________________________

14	TYPE OF REPORTING PERSON
		PN

Filing by Santa Monica Partners, L.P. of this statement
shall not be construed as an admission that such entity
is, for purposes of Section 13(d) of the Securities Exchange
Act of 1934, the beneficial owner of any other securities
covered by this statement.



CUSIP No. 936750108                  13D/A
Page 3 of 10 Pages

___________________________________________________________

1	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
		SANTA MONICA PARTNERS OPPORTUNITY FUND, L.P.
		56-2393841
_______________________________________________________

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
		(a)  [ ]
		(b)  [X]
___________________________________________________________

3	SEC USE ONLY
___________________________________________________________

4	SOURCE OF FUNDS
		WC
___________________________________________________________

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
	REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)	[_]
___________________________________________________________

6	CITIZENSHIP OR PLACE OF ORGANIZATION
		NEW YORK
___________________________________________________________

			7	SOLE VOTING POWER
NUMBER OF		5000
SHARES		--------------------------------------
BENEFICIALLY	8	SHARED VOTING POWER
OWNED BY		0
EACH REPORTING	--------------------------------------
PERSON WITH	9	SOLE DISPOSITIVE POWER
				5000
			--------------------------------------
			10	SHARED DISPOSITIVE POWER
				0
_____________________________________________________________

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
	PERSON
		5000
______________________________________________________________

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
	EXCLUDES CERTAIN SHARES 		[X]
___________________________________________________________

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
		0.1%
___________________________________________________________

14	TYPE OF REPORTING PERSON
		PN

Filing by Santa Monica Partners Opportunity Fund, L.P. of
this statement shall not be construed as an admission that
such entity is, for purposes of Section 13(d) of the Securities
Exchange Act of 1934, the beneficial owner of any other
securities covered by this statement.



CUSIP No. 936750108                  13D/A
Page 4 of 10 Pages

___________________________________________________________

1	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
		SANTA MONICA PARTNERS II, L.P.
		48-1289758
_______________________________________________________

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
		(a)  [ ]
		(b)  [X]
___________________________________________________________

3	SEC USE ONLY
___________________________________________________________

4	SOURCE OF FUNDS
		WC
___________________________________________________________

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
	REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)	[_]
___________________________________________________________

6	CITIZENSHIP OR PLACE OF ORGANIZATION
		NEW YORK
___________________________________________________________

			7	SOLE VOTING POWER
NUMBER OF		2000
SHARES		--------------------------------------
BENEFICIALLY	8	SHARED VOTING POWER
OWNED BY		0
EACH REPORTING	--------------------------------------
PERSON WITH	9	SOLE DISPOSITIVE POWER
				2000
			--------------------------------------
			10	SHARED DISPOSITIVE POWER
				0
_____________________________________________________________

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
	PERSON
		2000
______________________________________________________________

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
	EXCLUDES CERTAIN SHARES 		[X]
___________________________________________________________

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
		0.0%
___________________________________________________________

14	TYPE OF REPORTING PERSON
		PN
__________________________________________________________

Filing by Santa Monica Partners II, L.P. of this statement
shall not be construed as an admission that such entity is,
for purposes of Section 13(d) of the Securities Exchange Act
of 1934, the beneficial owner of any other securities covered
by this statement.


CUSIP No. 936750108                  13D/A
Page 5 of 10 Pages


1	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
		SMP ASSET MANAGEMENT LLC
___________________________________________________________

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
		(a)  [ ]
		(b)  [X]
___________________________________________________________

3	SEC USE ONLY
___________________________________________________________

4	SOURCE OF FUNDS
		WC (of Santa Monica Partners, L.P.)
______________________________________________________

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
	REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)	[_]
___________________________________________________________

6	CITIZENSHIP OR PLACE OF ORGANIZATION
		DELAWARE
___________________________________________________________

			7	SOLE VOTING POWER
NUMBER OF		112,684
SHARES		--------------------------------------
BENEFICIALLY	8	SHARED VOTING POWER
OWNED BY		0
EACH REPORTING	--------------------------------------
PERSON WITH	9	SOLE DISPOSITIVE POWER
				112,684
			--------------------------------------
			10	SHARED DISPOSITIVE POWER
				0
			--------------------------------------
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
	PERSON
		112,684
______________________________________________________________

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
	EXCLUDES CERTAIN SHARES
		[X]
_________________________________________________________

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
		2.1%
___________________________________________________________

14	TYPE OF REPORTING PERSON
		OO (LLC)
___________________________________________________________

Filing by SMP Asset Management, LLC of this statement shall
not be construed as an admission that such entity is, for
purposes of Section 13(d) of the Securities Exchange Act of 1934,
the beneficial owner of any other securities covered by this statement.


CUSIP No. 936750108                  13D/A
Page 6 of 10 Pages


1	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
		SANTA MONICA PARTNERS ASSET MANAGEMENT LLC
___________________________________________________________

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
		(a)  [ ]
		(b)  [X]
___________________________________________________________

3	SEC USE ONLY
___________________________________________________________

4	SOURCE OF FUNDS
WC (of Santa Monica Partners Opportunity Fund, L.P. and
Santa Monica Partners II, L.P.)
______________________________________________________

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
	REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)	[_]
___________________________________________________________

6	CITIZENSHIP OR PLACE OF ORGANIZATION
		DELAWARE
___________________________________________________________

			7	SOLE VOTING POWER
NUMBER OF		7000
SHARES		--------------------------------------
BENEFICIALLY	8	SHARED VOTING POWER
OWNED BY		0
EACH REPORTING	--------------------------------------
PERSON WITH	9	SOLE DISPOSITIVE POWER
				7000
			--------------------------------------
			10	SHARED DISPOSITIVE POWER
				0
			--------------------------------------
12	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
	PERSON
		7000
______________________________________________________________

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
	EXCLUDES CERTAIN SHARES
		[X]
_________________________________________________________

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
		0.0%
___________________________________________________________

14	TYPE OF REPORTING PERSON
		OO (LLC)
___________________________________________________________

Filing by Santa Monica Partners Asset Management, LLC of this
statement shall not be construed as an admission that such
entity is, for purposes of Section 13(d) of the Securities
Exchange Act of 1934, the beneficial owner of any other
securities covered by this statement.




CUSIP No. 936750108                  13D/A
Page 7 of 10 Pages

1	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
		LAWRENCE J. GOLDSTEIN
___________________________________________________________

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
		(a)  [ ]
		(b)  [X]
___________________________________________________________

3	SEC USE ONLY
___________________________________________________________

4	SOURCE OF FUNDS
	WC (of Santa Monica Partners, L.P.
	and certain client accounts)
___________________________________________________________

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
	REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)	[_]
___________________________________________________________

6	CITIZENSHIP OR PLACE OF ORGANIZATION
		USA
___________________________________________________________

			7	SOLE VOTING POWER
NUMBER OF		119,684
SHARES		--------------------------------------
BENEFICIALLY	8	SHARED VOTING POWER
OWNED BY		0
EACH REPORTING	--------------------------------------
PERSON WITH	9	SOLE DISPOSITIVE POWER
				130,000
			--------------------------------------
			10	SHARED DISPOSITIVE POWER
				0
____________________________________________________________

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
	PERSON
		130,000
______________________________________________________________

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
	EXCLUDES CERTAIN SHARES 		[X]
___________________________________________________________

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
		2.4%
___________________________________________________________

14	TYPE OF REPORTING PERSON
		IN
__________________________________________________________

Filing by Lawrence J. Goldstein of this statement shall not
be construed as an admission that such person is, for purposes
of Section 13(d) of the Securities Exchange Act of 1934, the
beneficial owner of any securities covered by this statement.




CUSIP No. 936750108                  13D/A
Page 8 of 10 Pages


WARWICK VALLEY TELEPHONE COMPANY SCHEDULE 13D/A
(AMENDMENT No. 12)


Item 1.  Security and Issuer.

No Change


Item 2.   Identity and Background.

a) This Statement is being filed by Santa Monica Partners, L.P., a
New York limited partnership ("Santa Monica Partners"), Santa
Monica Partners Opportunity Fund, L.P. a Delaware limited
partnership ("SMPOF"), Santa Monica Partners II, a Delaware
limited partnership ("SMPII"), SMP Asset Management LLC, a
Delaware limited liability company that acts as the general
partner of Santa Monica Partners ("SMP Asset Management"), Santa
Monica Partners Asset Management, LLC, a Delaware limited
liability company that acts as the general partner of SMPOF and
SMPII ("SMPAM"), and Lawrence J. Goldstein, the president and sole
owner of SMP Asset Management and SMPAM.

(b)-(c) The principal business of Santa Monica Partners, SMPOF and
SMPII is to invest in securities with the objective of preserving
principal, building net worth, and achieving long-term capital
growth for its investors.  The principal business of SMP Asset
Management and SMPAM is to provide investment advice to and to
manage the business and affairs of Santa Monica Partners, SMPOF
and SMPII respectively.  Mr. Goldstein's principal occupation is
providing investment advice to and supervising the business and
affairs of SMP Asset Management, SMPAM, and indirectly, Santa
Monica Partners, SMPOF and SMPII.  The principal business address
of Santa Monica Partners, SMPOF, SMPII, SMP Asset Management,
SMPAM, and Mr. Goldstein (collectively, the "Reporting Persons")
is 1865 Palmer Avenue, Larchmont, New York 10538.

(d) During the last five years, none of the Reporting Persons has
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).

(e) During the last five years, none of the Reporting Persons has
been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction or is subject to any judgment,
decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or a finding of any violation with respect to such
laws.

(f) Mr. Goldstein is a citizen of the United States of America.


Item 3.  Source and Amount of Funds or Other Consideration.

The source of all funds for purchases of the Shares by Santa
Monica Partners, SMPOF and SMPII was the working capital of Santa
Monica Partners, SMPOF and SMPII respectively.  The source of all
funds for purchases by SMP Asset Management, SMPAM and Mr.
Goldstein, as President and sole owner of SMP Asset Management and
SMPAM, was the working capital of Santa Monica Partners, SMPOF and
SMPII respectively.  The source of


CUSIP No. 936750108                  13D/A
Page 9 of 10 Pages


all funds for purchases by Mr. Goldstein on behalf of certain
client accounts was the working capital of such accounts.

Such working capital may, at any given time, include margin loans
made by brokerage firms in the ordinary course of business.


Item 4.  Purpose of Transaction.

On September 30, 2005 Santa Monica Partners, L.P. transmitted a
letter to shareholders of Warwick Valley Telephone the "Issuer.
Such letter of
September 30, 2005 is annexed hereto as Exhibit 1 and is
incorporated by reference.


Item 5.  Interest in Securities of the Issuer.

(a)-(b) As of September 30, 2005: (i) the Reporting Persons owned
beneficially, directly or indirectly, an aggregate of 130,000
Shares, or 2.4% of the Shares outstanding; (ii) Santa Monica
Partners had sole voting and sole dispositive power over 112,684
Shares; SMPOF had sole voting and sole dispositive power over
5,000 Shares; SMPII had sole voting and sole dispositive power
over 2,000 Shares; Lawrence J. Goldstein had sole voting and sole
dispositive power over 119,684 Shares and sole dispositive power
over 130,500 Shares.

(c) The following is a list of transactions in the Shares made in
open market purchases during the past 60 days:

			Amount 	Price per
Date			Bought	Share		Purchaser
9/9/05		6,108	$23.00		Santa Monica Partners

(d) No Change

(e) No Change


Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.

No Change


Item 7.  Material to be filed as Exhibits.



Exhibit 1:

September 30, 2005 letter from Santa Monica Partners, LP
to shareholders of the Issuer.


Exhibit 2:

Agreement of Joint Filing by and among Santa Monica Partners,
L.P.,
Santa Monica Opportunity Fund, L.P. and Santa Monica Partners II,
L.P.,
dated September 30, 2005


CUSIP No. 936750108                  13D/A
Page 10 of 10 Pages


SIGNATURE

After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in
this statement is true, complete and correct.


SANTA MONICA PARTNERS, L.P.
By: SMP ASSET MANAGEMENT LLC

By: /s/LAWRENCE J.GOLDSTEIN
----------------------------------------
Lawrence J. Goldstein, President


SANTA MONICA PARTNERS OPPORTUNITY FUND, L.P.
SANTA MONICA PARTNERS II, L.P.
By: SANTA MONICA PARTNERS ASSET MANAGEMENT LLC

By: /s/LAWRENCE J.GOLDSTEIN
----------------------------------------
Lawrence J. Goldstein, President


SMP ASSET MANAGEMENT, LLC

By: /s/LAWRENCE J. GOLDSTEIN
----------------------------------------
Lawrence J. Goldstein, President


SANTA MONICA PARTNERS ASSET MANAGEMENT, LLC

By: /s/LAWRENCE J. GOLDSTEIN
----------------------------------------
Lawrence J. Goldstein, President


/s/LAWRENCE J. GOLDSTEIN
--------------------------------------
Lawrence J. Goldstein



Exhibit 1:

SANTA MONICA PARTNERS, L.P.
1865 PALMER AVENUE
LARCHMONT, NY  10538
WWW.SMPLP.COM
Tel: 914.833.0875
Fax: 914.833.1068
ljgoldstein@bloomberg.net

September 30, 2005

Members of The Board of Directors
Fred M. Knipp
Wisner H. Buckbee, Chairman
Robert J. Devalentino,
Herbert Gareiss Jr., President & CEO
Henry L. Nielsen Jr.,
Philip S Demarest,
William E. Morrow,
Dr. Joseph E. Deluca, and
Ms. Corinna S. Lewis

Warwick Valley Telephone Company
47 Main Street
Warwick, NY   10990

Re: Shareholders Being Taken as Patsies Not Partners
    Time To Sell The Warwick Valley Telephone Company


Lady and Gentlemen:

The situation in which shareholders of Warwick Valley Telephone
Company find themselves in is disgusting.

Entrenched management is nothing new, but unfortunately it is not
getting any rarer, despite the lessons of the last four years.
While shareholders have suffered billions in losses, the senior
executives who fathered these disasters walked away with
extraordinary wealth.  To their shame, these business leaders view
shareholders as patsies, not partners.

So it is with Warwick's management.  Just look at the Warwick
facts. For example, look at the Company's statement of management
compensation policy, as filed by Warwick with the Securities and
Exchange Commission and distributed to shareholders.  According to
Warwick's most recent proxy statement (that's the April 2004 proxy
statement because Warwick's management has not managed to file the
2005 proxy):  "The Company's executive compensation program with
has two components: Base Salary [and] Annual Bonus.  These
components are designed to provide incentives and motivate key
executives whose efforts and job performance will enhance the
strategic well being of the Company and maximize value to its
shareholders.  The program is also structured to attract and
retain the highest caliber executives. The executive compensation
program compensates the individual executive officers based on the
Company's consolidated performance and the individual's
contribution."

Did it work and did the Company ever really mean it in the first
place?  We think it helps to carefully consider this statement of
purpose made by the Board of Directors of the Company and compare
it to subsequent events.

Did the Board's plan "maximize value to its shareholders?"

There is no evidence that it did. To the contrary, shareholder
value has been destroyed by any reasonable reckoning.  Warwick's
common stock has lost $59.7 million in market value since November
2003.  Moreover, revenues have been flat and operating income has
declined every year since 2000, including year-to-date 2005.

Did the Board's plan help the Company attract and retain the
highest caliber executives?

There is no evidence that it did. To the contrary, Mr. M. Lynn
Pike, the Company's former CEO, was terminated in July 2004 and
replaced by someone who had already been serving the Company for
over twenty years, Mr. Herb Gareiss. Indeed, Mr. Gareiss had been
previously passed over by the Company's Board when Mr. Pike was
engaged to be the CEO some four and half years earlier.

In fact, not only was Mr. Gareiss passed over as Presidential
material in 2000, but it is interesting to recall the words of Mr.
Fred Knipp, the retiring President, who said the following in a
press release at that time, "Lynn was chosen after a national
search. His extensive experience (of 30 years) in
telecommunications makes him the ideal choice to continue WVT's
ongoing commitment to quality, service progressive technology and
a good return for shareholders."

On September 23, 2004, Mr. Philip A. Grybas announced that he was
resigning his position as the Chief Financial Officer.  He was
replaced later by an outsider who has not, as of this writing,
been able to file a 2004 annual report or quarterly reports for
the first or second quarters of 2005.

On July 13, 2005 the Company's Board fired the Vice President of
Operations and Technology, Larry Drake and said the Company does
not intend to replace Mr. Drake.  Mr. Drake was regarded as a key
member of the management team (after all, the Company needed to
have a special plan to attract and retain him), and yet his job is
apparently not important enough to fill upon his departure.
Moreover, the Company and Mr. Drake held weeks-long discussions
regarding the terms of Mr. Drake's departure.  These resulted in
Warwick giving him the store, or at least some of his office
equipment. The Company's announcement said only "Mr. Drake will
receive a separation benefit of $98,863.97 and a supplemental
separation benefit of $153,962.29 and be permitted to retain
certain office equipment and related benefits". We guess no
perquisite is too small to negotiate!

On September 14, 2005, Brenda A. Schadt, the Vice President of
Customer Service and Directory of Warwick Valley Telephone Company
retired and the Company said, "it does not intend to name another
Vice President to fill her position."  Once again, it is not
entirely clear just why it is so important to attract and retain
executives if, when they quit or retire, their positions are
apparently not considered sufficiently vital as to merit
replacement.  Perhaps the Board needs instead to consider better
incentives for themselves.  The eight Board members own a total of
just 3.51% of the outstanding shares.  By point of reference, we
own 2.4%, or 70% of what the entire Warwick Board of Directors own
of this Company.  We would own a lot more if we controlled the
Board, or if the current members didn't.

The Board has entrenched itself with staggered terms.  The
Company's shareholders are entitled to elect only three directors
per year.  Shareholders unhappy with the Board must nevertheless
suffer their tenure for three years to replace all nine members.
Members of the Board are paid a reasonable sum by today's
standards and yet even this small sum seems too great given the
Board's failure to seriously and properly evaluate the two most
important decisions they'll likely ever be called upon to consider
as directors of the Company: (i) the future of the Company's
principal asset, the Company's interests in the Orange County-
Poughkeepsie Limited Partnership ("OCP") and (ii) the future of
the Company's most-incompetently managed asset, the Company's
plain old telephone business.  These failures of the Board are
directly related to the Company's failure to maximize shareholder
value.  The Company's failure to "attract and retain the highest
caliber executives," report financial results for 2004, report
financial results for the first or second quarters of 2005, file a
proxy statement or hold an annual meeting by October are just the
insults.  The shareholder value destroyed is the injury.

The Board has failed to comply with Sarbanes-Oxley requirements,
despite having spent at least $1.5 million extra so far in
attempting to figure out how to comply and notwithstanding
management's statement in May 2005 that: "we strongly believe that
the Company will be in a position to file these reports well in
advance of that date (July 29, 2005)..." and that "[a]s soon as
practical after these filings are made, the Company will announce
the date of the annual meeting and mail its proxy."  Management
went on to sanctimoniously add "it is extremely important that you
vote your proxy."  We couldn't agree more.

To the best of our knowledge, this year will be the first time in
100 years that the Company failed to timely issue a proxy
statement and hold an annual meeting.  I guess Warwick management
had more important things to do. Such as going to the trouble and
expense, both wasted we're sure, to seek approval from the SEC to
exclude our non-binding MAXIMIZE VALUE RESOLUTION from the
upcoming proxy statement for the next annual meeting or to try and
figure out how not to understand and not to seriously understand
and consider our proposal to enhance shareholder value by
distributing to shareholders the Company's interests in the OCP.

The reason the Company has not been able to comply with Sarbanes-
Oxley is because it never made the capital investment necessary to
employ modern billing, accounting, inventory and CABs systems.
These decisions were the Board's decisions and now the lack of
interoperability of these systems hampers the Company's ability to
satisfy its obligations as a public company - obligations which
have become so costly that they are likely to mean the difference
between the Company reporting an operating loss instead of a
profit.

The Company likely faces some significant capital expenditures in
the years ahead.  For all of these reasons and more, it is time
for the Board to honor its claim that you have a commitment to
increasing shareholder value and do something about it.  Our take
on Warwick today is that the capital expenditures necessary to
remain competitive in the telecommunications business cannot be
supported by a company Warwick's size and that competition is
unlikely to be kind to small, rural incumbent local exchange
carriers ("ILECs").  We believe that 7 - 7.5 x EBITDA is a good
valuation right now for ILECs and that the Company is unlikely to
improve EBITDA over the next two years, regardless the policies it
pursues.  The performance of the only business the Company
actually manages has been dismal.  The Company's operating income
has been declining and the valuation of that business has been
declining with it.  A sale of the plain old telephone business to
a more capable operator with better economies of scale would be in
the best interest of the owners of the other 96.5% of the
Company's shares.

We have already spoke to investment bankers who would be happy to
take the assignment and believe that there are strategic buyers
interested in purchasing the Company for a significant premium. We
have heard from several companies that indicated their interest
directly to us. The Board should of course be open to this and if
contacted should share this information with shareholders

We would like to remind each and every one of the Board members
that their fiduciary duty is to shareholders, not the Company's
management. Accordingly, should the Board fail to act or
communicate directly with us; should the Board continue to sit on
its hands, paralyzed into inaction, we will consider taking steps
to replace the members as soon as practicable through the
democratic process - three at a time, if necessary.



Sincerely,

Lawrence J. Goldstein


Exhibit 2:


Agreement of Joint Filing

Pursuant to Rule 13d-1(k) promulgated under the Securities
Exchange Act of 1934, as amended, each of the undersigned persons
hereby agrees to file with the Securities and Exchange Commission
the Statement on Schedule 13D (the "Statement") to which this
Agreement is attached as an exhibit, as well as any further
amendments filed by them with respect to the shares of common
stock of Warwick Valley Telephone Company, $.01 per value per
share, and agree that the Statement is filed on behalf of each of
them.

IN WITNESS WHEREOF, the undersigned have executed this Agreement.


Dated: September 30, 2005

SANTA MONICA PARTNERS, L.P.
By: SMP ASSET MANAGEMENT LLC

By: -------------------------------
Lawrence J. Goldstein, President



Dated: September 30, 2005

SANTA MONICA PARTNERS OPPORTUNITY FUND, L.P.
By: SANTA MONICA PARTNERS ASSET MANAGEMENT LLC

By: -------------------------------
Lawrence J. Goldstein, President



Dated: September 30, 2005

SANTA MONICA PARTNERS II, L.P.
By: SANTA MONICA PARTNERS ASSET MANAGEMENT LLC

By: -------------------------------
Lawrence J. Goldstein, President








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</DOCUMENT>
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