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. 13)


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)

November 14, 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 November 14, 2005 Santa Monica Partners, L.P. transmitted a
letter to the Board of Directors of Warwick Valley Telephone the
"Issuer.  Such letter of November 14, 2005 is annexed hereto as
Exhibit 1 and is incorporated by reference.


Item 5.  Interest in Securities of the Issuer.

(a)-(b) As of November 14, 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
None

(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:

November 14, 2005 letter from Santa Monica Partners, LP
to the Board of Directors 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 November 14, 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

November 14, 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


Dear Herb Gareiss and Members of the Board of Directors:


When it comes to Truth vs. ISS Templates "The truth is always the
strongest argument."
- Sophocles

And by the way, "Opinions without any support are worth zip"
          	- Phillip Goldstein, director of numerous public
corporations

We write to you to in response to your 8-K and press release of
Nov 2, 2005 with reference to Announcing ISS and Glass Lewis
Recommendations and the Nov 3, Dear Fellow Shareholder letter
contained, for some strange reason, not in a Press Release but in
a Schedule A (Rule 14A-101) concerning what you termed Misleading
Shareholders or Just Misunderstanding the Facts?

Institutional Shareholder Services (ISS) Opinion

Unless you are intending to hide the full reports from
shareholders, in order for all shareholders to make an informed
decision, we call upon you to in the interest of both full
disclosure and fair play to immediately make the full ISS and GL
opinion letters, containing the reasoning for which they based
their dubious conclusions and recommendations, public and
available to all shareholders.

Obviously, the reason ISS's report on Warwick does not suggest
voting for the Maximize Value Proposal (Item 4 in the proxy) is
that the template they use considers merely the macro financials.
It does not take into consideration the underlying material
financial facts such as the fact that the Plain Old Telephone
System business (POTS) has had annually declining earnings, and is
now, in 2005, losing money ($2.6 million in the red in the first
nine months of this year), or the fact that net the passive
investments accounted for 143% of Income Before Income Taxes in
this year's first nine months.

Obviously ISS also uses unrealistic non-real world guidelines in
calling a director "independent."

Let's be serious. The ISS claim that "only one inside director and
no affiliated outsiders serve on the board" of course reflects a
failure to dig into the history and the relationships of
Directors, hence, their recommendation on this key matter is a
result of their failure and misunderstanding of the facts.

How can Fred M. Knipp be free from the influence, guidance, or
control of others?  Fred Knipp served as the Company's President
for more than twelve years. Mr. Knipp ran the show with an iron
hand during all his years as President; he even fired President M
Lynn Pike for daring to have disagreed with him. Now you want
shareholders to believe, as ISS was apparently willing to do, that
following a few short years without his long-held top management
position and history, that he is truly "independent" and
represents shareholder interests as opposed to management
interests?

ISS called Mr. Joseph J. Morrow an "Independent" director, Yet Mr.
Morrow was never even elected to be a director by shareholders
whom he is supposed to represent. He was in fact appointed by the
insider Board members in a self serving/dealing procedure in
December 2004. Moreover, Mr. Morrow's Company is in the employ and
on the payroll of Warwick. He is the founder and President of
Morrow & Company - a firm that Warwick paid $64,917 in 2003 and
$67,633 in 2004, ($56,000 attributable to "services" provided
directly by Morrow & Co.) and an undisclosed sum (possibly much
larger) in 2005 for proxy solicitation services to defeat the
Maximize Shareholder Value Proposal.

 In other words, if the company is sold, Mr. Morrow loses Warwick
as a client. So how can shareholders possibly believe that he
represents shareholders best interests when they neither elected
him nor have any demonstrable basis for even thinking that he will
represent them or that he will vote as a true independent?

As a matter of fact whenever a shareholder has made a suggestion
to the Board it has always been given short shrift and ignored.
And thus when a shareholder's only recourse is  to exercise his
right to submit a proposal to shareholders in order to have his
suggestions heard, the so called "Independent" Director Mr.
Morrow, is paid by the Board with shareholders own money, to
oppose shareholders.

So called independent director Corinna S. Lewis's brother is the
President of John W. Sanford & Sons, Inc., a company that received
$247,000 dollars from Warwick as premiums on certain insurance
policies.  How can Corinna truly serve as an independent when her
brother's company receives a quarter of a million dollars from
Warwick?  She, by the way, on more than one occasion sold shares
of Warwick just before negative, material, nonpublic information
she knew about or should have known about, was released to the
public, thus taking obvious advantage of the public shareholders
of Warwick. Independent she is, but obviously not from Management;
rather her relationship appears entwined and very cozy with them
since the Board saw nothing wrong with this outrageous conduct.

Then there is Phillip S. Demarest who served as vice president,
secretary and treasurer of Warwick for twenty-six years before
finally retiring in 1998.  As mentioned with regard to Fred Knipp,
merely the passage of just a little time out of office as a member
of the management hardly erases twenty-six years of loyal
managerial service.  Is this suddenly supposed to provide such a
gentleman with a cloak of independence and a dousing of
independent shareholder representative tilting juices?

Although ISS may feel these Board Members are independent, it is
obvious these fine folks are not truly independent.  Why is it you
can't call a spade a spade here?  Why are you always so unwilling
to recognize a duck when you see one walking and hear it quacking?

ISS's report states, "The Company has established a unique record
of continuous payment of cash dividends for almost 100 years.
Since 1998, the company has increased its dividend payout by 109
percent." But the point is the dividend should be 150% higher than
today's 80 cents. Peculiarly, ISS disregarded the fact that
Warwick today has the option of splitting into two companies, one
being an Investment Company which can easily pay out a $2 per
share dividend vs. the current $0.80 dividend.

"The company's cumulative shareholder returns (as presented in the
Warwick proxy statement) has outpaced both its peer group and the
Russell 2000 average."  Again, a nice thing to say on paper, but
the last five years shows nothing but annual declines in operating
income - and this year now a loss!  It is a new world for Telecom
today. A competitive world in which, for example, Comcast, the
cable TV Company, is eating Warwick's triple play lunch. Warwick,
as stated in its own SEC filings, knows not what to do about this.
As a direct result of Comcast competition Warwick has lost
customers, seen rates decline and fallen into the red. What years
could ISS possibly of had in mind when considering historical
fact? The last century when phone companies were monopolies?

Clearly, ISS rendered its template opinion in Ostrich-like
fashion. Unless something rapidly changes, what has been happening
to the POTS over the past five years will continue to steer the
company in a downward spiral.  Need we remind you that the
operating business is now losing money?

Therefore, it is critical and of key importance to note that ISS
made a point in its analysis about selling Warwick that you failed
to disclose in your press release.  ISS made the point that
"...hiring an investment banker to seek alternatives to enhance
share value often results in a higher stock price, as investors
expect the company to seek competing merger offers soon. The end
result may be an offer price that represents a market premium to
most or all shareholders." ISS then pointed out, "This scenario is
only beneficial to long-term shareholders when the company's
prospects are dim for reasons such as the permanent decline of an
industry or company-specific factors, such as poor management,
ineffective strategy, or unwise acquisitions, and if the share
price cannot reasonably expected to rebound." This description
fits Warwick perfectly because Warwick's POTS business (Telecom)
prospects are dim for reasons such as the permanent decline of an
industry [the traditional telephone business] or company [Warwick]
specific factors, such as poor management, ineffective strategy..
and if the share price [of Warwick] cannot reasonably be expected
to rebound."  Unfortunately, this is Warwick to a "T".

Misleading Shareholders or Just Misunderstanding the Facts

We have been security analysts and investors in public securities
since 1959 - a long time in which to have seen and done much and
to observe corporate America in no small detail. Never in our
forty-six year career have we witnessed a worse example of
corporate mismanagement than we do in Warwick Valley Telephone.

1. Warwick's own auditor PricewaterhouseCoopers (PWC) issued a
scathing report in which they enumerated management's own cited
control deficiencies that represent material weaknesses where
Warwick was mismanaged.

We quote just one of the numerous deficiencies listed: "The
Company did not maintain a sufficient complement of personnel with
an appropriate level of accounting knowledge, experience and
training in the selection and application of generally accepted
accounting principles ("GAAP") commensurate with the Company's
financial reporting requirements."

2. Warwick has a share price that has fallen from a closing high
of $34 reached on November 12, 2003 to $23.13 bid now Shareholders
have lost nearly 33% of their share value in just the past two
years.

3. Warwick is pouring money from a sensational passive investment
(The Orange County Poughkeepsie Cellular Limited Partnership) into
a steadily declining, highly and increasingly competitive
business. Not to mention, this business is losing customers as
giant companies such as Comcast and others pursue it, which you
acknowledge in your 10-K filings is, in effect, eating Warwick's
lunch with no prospects of stopping.

Specifically in your very own words you stated: "Cablevision began
to compete with the Company in its historical footprint for its
traditional access line customers by offering a triple play
package of voice, video and data." And then you went on to say
that Warwick's future is beyond your control and in the hands of
your competitors. Specifically you stated: "Whether customer and
pricing levels can be maintained depends, in part, on the actions
of existing competitors, the possible entry into the market of new
competitors, the rate of technological change and the level of
demand for voice, video and data services".

4. Warwick pays an $0.80 cent dividend when it could restructure
and then easily pay about $2 in dividends - if it separated into
an Investment Company and an Operating Telecom Company.

5. Warwick appears to us to be in violation of the Investment
Company Act. Furthermore, by admitting yourself (in the 10-K) that
you may be an investment company and may need to restructure your
assets or activities in order to remain in compliance with the
Investment Company Act of 1940, it is obvious you too have some
concerns about this.

Based upon the facts at hand and not a fiction or figment of
anyone's imagination, Warwick is an Investment Company. Look, it
has been many, many years since the operating business provided
the majority of the Income. In the first of nine months this year
the POTS has lost millions of dollars and the passive investments
have accounted for all of Warwick's earnings!

We submit to you that in December 2003 when you filed amendment
number 2 to your Application for Order of Exemption as an
Investment Company you valued the Cellular partnership at $22.5
million, other investments at $3 million, ZefCom at $2 million,
and HVDN at $1million. It is also a fact that since then you have
sold yet another investment, DataNet for $4,492,000. It certainly
is a clear fact that Warwick is an active investor in passive
investments and holds and manages a valuable portfolio.

Also in the December 2003 filing with the SEC you claimed  the
operating Telecom business was valued at $91 million or 17.8 times
Operating Income of the then latest reported year (2002) and 28.6
times Operating Income of 2003 which had yet to be reported. When
you made these valuations, the operating telephone business had
earned $5.1 million in 2002 and went on to report 2003 Operating
Income of $3.177 million.

It was on the basis of these operating Income figures that you
valued the Operating Telco business at 17.8 times 2002 Income and
28.6 times 2003 Income. Today such valuation multiples are vastly
out of proportion with market conditions, if you believe Mr. M.
Lynn Pike the Company's recent past President and Mr. Paul
Sturgeon, of Nations Media and other analysts who cite 7-7.5
multiples of EBITDA as the current prevalent valuation metric to
value a telephone business such as Warwick's.

Moreover, so far this year the Company has registered only losses
in 2005. These losses have mounted as the year has worn on and
amounted to $2,588,000 million in the first nine months vs. a
profit of $1,465,000 in the same period of the prior year.

You have in Warwick's recently released 2004 10-K and 2005 Q's for
Q-1, Q-2 and Q-3 acknowledged many problems, not the least of
which from an operating point of view is the Cable Company
(Comcast) competition which has significantly eroded the basic
Warwick telephone services business and caused a significant loss
of customers.

Clearly, the Telco business, i.e. the operating, active business
of Warwick, is in difficulty and awash in red. It is not possible
for it to be worth anywhere near the $91 million you said it was
worth as of December two short years ago.

The passive investment in the Cellular Partnership, on the other
hand, is now earning, at the third quarter 2005, a run rate of
$11.6 million vs. having earned $7.3 million in 2002 when you
valued it at a ridiculously low $22.5 million or 3.1 times Net
Income. Using your parameters regarding income, the Cellular
partnership must, today, be at least worth $36 million would you
say? We believe this valuation too is of course ridiculously low
and that the Cellular partnership by any reasonable estimate is
clearly worth a multiple of this sum. However, you will find no
argument about the operating business being worth substantially
less than last valued by you.

It is also correct that at least 40% of Warwick's assets valued at
today's market is comprised of passive investments in the
company's investment portfolio. We believe this to be very clearly
the case. The Telecom business of Warwick today can generously,
but dubiously, be valued at $44 -70 million depending upon EBITDA
estimates and the investment portfolio can realistically be valued
at the same, or in our opinion, a much greater value. Thus, it is
clear as noted above that at least 40% of Warwick's assets are
invested in passive investments indicating the Company is above
the threshold for being an investment company.

6. Warwick has lost 80% of its top management as two officers were
fired and three others have quit in the past year or so. Only one
officer named in the current proxy statement remains.

7. How can you, in good faith, and with shareholder value
enhancement being at the forefront of your actions, make the
following statement? "Based on the company's performance over the
past five years, in our opinion, there is no compelling evidence
that the drastic measure described by the proponent is in
shareholder's best interests."

Below is the performance over the past five years. Do you really
believe that with this record there is no compelling evidence that
drastic measures need to be taken?


Revenues ($000)
2004	$27,678
2003	$28,649
2002	$27,547
2001	$27,418
2000	$26,606

Operating Income ($000)
2005	($2,588) (9 months ended 9/30/05)
2004	$1,114
2003	$3,177
2002	$5,111
2001	$6,750
2000	$7,640

The first nine months of 2005, ended 9/30/2005, operating income
is not only down but is now in the red to the tune of a $2,588,000
loss.

Warwick is losing money in it's actively managed telephone
business in a new highly competitive telecom world in which it
can't afford to compete against the giant corporations arrayed
against it.

Warwick is now on course to record it's the sixth straight year of
declining operating income and in so doing reporting a loss for
2005.

There Is One More Item You need to Address And Come Clean On And
Explain.

The Company noted in its first quarter 10-Q filing this year that
Operating Revenues decreased by $971,000 and due primarily to a
reduction in network access service revenues and rate reductions
attributable to the implementation of a regulatory agency order by
the New York State Public Service Commission (NYSPSC) with an
effective date of January 1, 1999. The Company did not implement
the rate reduction as it was ordered and required to do by the
NYSPSC.  Therefore, Warwick had to restate its financial
statements for all prior periods affected to reduce revenue.
Furthermore, a large interest bill will have to be paid by the
Company for failing to reduce rates as ordered!

The question is who was in charge of following the NYSPSC
regulatory order which Warwick failed to heed timely and thereby
costing the Company $971,000 plus interest? The officer in any
other telephone company responsible for complying with regulators
orders, who failed in his duties as was the case here, would have
been fired. Thus, shareholders should be informed as to who the
responsible person at Warwick was and why that person was not
immediately dismissed by the Board of Directors. If, for example,
Mr. Gareiss was the responsible person at the time we would wonder
how come he was promoted to President and CEO instead of being
fired.

Let us restate your assertion regarding the Maximize Value
Proposal. "Based on the company's performance over the past five
years, in our opinion (the opinion of Warwick's management), there
is no compelling evidence that the drastic measure described by
the proponent is in shareholders' best interests."

It is incumbent upon you and would serve shareholders well if you
would immediately explain how you can deliberately make such a
statement in good conscious when the facts indicate otherwise; an
annually declining business and now a money losing business.

Perhaps you will also explain how management is planning to turn
the company around. If you believe this "drastic action" is not in
the best interest of shareholders, then you must believe that your
future plans for the Company will result in an even more
beneficial situation for us. Will you explain why we should wait
and what facts support you such that we should be trusting
management's claims? Surely you have projections which you must
have prepared to support your opinion before the Board adopted the
oppositional position it stated in the proxy.

As we opened this letter, "The truth is always the strongest
argument." It would indeed be refreshing to have some? Are you not
open to providing it?

Why not be candid in your writings and utterances and claim? If
you have documentation for your assertions are there any reasons
not to now display the courage to be transparent, forthright and
immediately responsive to us and to all shareholders of Warwick
Telephone Company who have such a vital interest?


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: November 14, 2005

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

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



Dated: November 14, 2005

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

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



Dated: November 14, 2005

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

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








