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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 12B-25

                           NOTIFICATION OF LATE FILING


(Check one):  [ ] Form 10-K   [ ] Form 20-F   [ ] Form 11-K   [X] Form 10-Q
              [ ] Form N-SAR  [ ] Form N-CSR

              For Period Ended: March 31, 2005
              [ ]  Transition Report on Form 10-K
              [ ]  Transition Report on Form 20-F
              [ ]  Transition Report on Form 11-K
              [ ]  Transition Report on Form 10-Q
              [ ]  Transition Report on Form N-SAR
              For the Transition Period Ended:
                                               --------------------------

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  Read Instruction (on back page) Before Preparing Form. Please Print or Type.
    NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
                   VERIFIED ANY INFORMATION CONTAINED HEREIN.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:

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PART I - REGISTRANT INFORMATION

Warwick Valley Telephone Company
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Full Name of Registrant

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Former Name if Applicable

47 Main Street
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Address of Principal Executive Office (Street and Number)

Warwick, New York  10990
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City, State and Zip Code

PART II - RULES 12B-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)

         (a)      The reason described in reasonable detail in Part III of this
                  form could not be eliminated without unreasonable effort or
                  expense

X        (b)      The subject annual report, semi-annual report, transition
                  report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form
                  N-CSR, or portion thereof, will be filed on or before the
                  fifteenth calendar day following the prescribed due date; or
                  the subject quarterly report or transition report on Form
                  10-Q, or portion thereof, will be filed on or before the fifth
                  calendar day following the prescribed due date; and

         (c)      [The accountant's statement or other exhibit required by Rule
                  12b-25(C) has been attached if applicable.

PART III - NARRATIVE

See below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR,
or the transition report or portion thereof, could not be filed within the
prescribed time period.

(Attach extra Sheets if Needed)

SEC 1233(07-03)   PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION
                  CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE
                  FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.

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PART III - NARRATIVE

The Company is unable to file its Quarterly Report on Form 10-Q by the
prescribed filing deadline without unreasonable effort or expense as it is still
in the process of finalizing its Annual Report on Form 10-K for the year ended
December 31, 2004. Furthermore, as previously disclosed, the Annual Report has
been delayed despite the extensive effort on the part of the Company to complete
the evaluation of the Company's internal control over financial reporting as
required by Section 404 of the Sarbanes-Oxley Act of 2002. Management continues
to devote, significant time, effort and expense in preparing its financial
statements and performing its evaluation of internal control over financial
reporting. With the continued redirection of personnel and resources in
connection with the ongoing efforts to complete management's assessment of the
effectiveness of the Company's internal controls over financial reporting, the
Company is still in the process of finalizing its financial statements for both
the 2004 Annual Report on Form 10-K and the Quarterly Report on Form 10-Q.
Management does not expect that it will complete its financial statements or its
Section 404 assessment by May 15, 2005. The Company currently expects the Annual
Report to be filed in July; the Quarterly Report on Form 10-Q will be filed
shortly thereafter.

CoBank, the lender under its major credit facility, has given the Company a
waiver from resulting default related to the Company's delay in filing audited
statements. The waiver is effective through June 1, 2005. However, in the event
the Company is unable to file audited statements on June 1, 2005 and the filing
deadline is not further extended, CoBank could declare an Event of Default that
could accelerate the maturity of all amounts then outstanding and then seek to
collect those amounts. In the event that the Company cannot file its financial
statements by June 1, 2005, it would intend to seek an extension of the waiver.
Also, in connection with the previously disclosed notice from the Nasdaq
concerning the potential delisting of the Company, the Company met with a Nasdaq
hearing panel on May 5, 2005 and the outcome from the hearing is currently
pending.

As previously disclosed, the Company has identified certain material weaknesses
in the design and operating effectiveness of internal control over financial
reporting. Furthermore, as the Company continues with its evaluation of internal
control over financial reporting, additional control deficiencies may be
identified and those control deficiencies may also represent one or more
material weaknesses. The existence of one or more material weaknesses as of
December 31, 2004 would preclude a conclusion by management that the Company's
internal control over financial reporting was effective as of that date.


PART IV - OTHER INFORMATION

(1)      Name and telephone number of person to contact in regard to this
         notification

                Michael Cutler               845                986-2223
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                   (Name)                (Area Code)        (Telephone Number)

(2)      Have all other periodic reports required under Section 13 or 15(d) of
         the Securities Exchange Act of 1934 or Section 30 of the Investment
         Company Act of 1940 during the preceding 12 months or for such shorter
         period that the registrant was required to file such report(s) been
         filed? If answer is no, identify report(s).  [  ]  Yes    [ X  ]  No

         As previously disclosed, the Company has not filed its 2004 Annual
Report on Form 10-K.


(3)      Is it anticipated that any significant change in results of operations
         from the corresponding period for the last fiscal year will be
         reflected by the earnings statements to be included in the subject
         report or portion thereof?

                                    [X]  Yes              [ ]  No

         If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.

On a year over year basis for the quarter ending March 31, 2005, total Operating
Revenues are expected to decline approximately $0.4 million (-6%), principally
due to a decrease in revenue from network access charges, circuit revenue,
reciprocal compensation, and co-location rent revenues. The Company's Operating
Expense is expected to increase by approximately 1.6% (or $0.1 million), mostly
due to increased video content costs and increased professional fees for
services related to ongoing efforts to comply with Section 404 of the
Sarbanes-Oxley Act. Consequently, net income is expected to decrease by $0.3
million, or approximately 17%. Earnings for the quarter from the Company's
limited partnership interest in Orange County-Poughkeepsie LP are expected to
remain flat year over year. The foregoing results are preliminary and unaudited
and subject to adjustment.


                        WARWICK VALLEY TELEPHONE COMPANY
                  (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.

Date   May 11, 2005                                  By  /s/ Michael Cutler
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                                                         Michael Cutler, Vice
                                                           President & CFO
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INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.

                                    ATTENTION
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   INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL
                        VIOLATIONS (SEE 18 U.S.C. 1001).
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                              GENERAL INSTRUCTIONS

1.        This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the
          General Rules and Regulations under the Securities Exchange Act of
          1934.

2.        One signed original and four conformed copies of this form and
          amendments thereto must be completed and filed with the Securities and
          Exchange Commission, Washington, D.C. 20549, in accordance with Rule
          0-3 of the General Rules and Regulations under the Act. The
          information contained in or filed with the form will be made a matter
          of public record in the Commission files.

3.        A manually signed copy of the form and amendments thereto shall be
          filed with each national securities exchange on which any class of
          securities of the registrant is registered.

4.        Amendments to the notifications must also be filed on Form 12b-25 but
          need not restate information that has been correctly furnished. The
          form shall be clearly identified as an amended notification.

5.        Electronic Filers: This form shall not be used by electronic filers
          unable to timely file a report solely due to electronic difficulties.
          Filers unable t submit reports within the time period prescribed due
          to difficulties in electronic filing should comply with either Rule
          201 or Rule 202 of Regulation S-T (Section 232.201 or Section 232.202
          of this chapter) or apply for an adjustment in filing date pursuant to
          Rule 13(b) of Regulation S-T (Section 232.13(b) of this chapter).
