As filed with the Securities and Exchange Commission on
                              September 30, 1998.

                                                           Registration No. 333-


                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
                                    --------

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933
                                 --------------

                        WARWICK VALLEY TELEPHONE COMPANY
             (Exact name of registrant as specified in its charter)

           New York                                         14-1160510
(State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization)                          Identification No.)

                     47 Main Street, Warwick, New York 10990
           (Address of principal executive office, including zip code)
                               ------------------

                  THE WARWICK VALLEY TELEPHONE COMPANY SAVINGS
                          PLAN FOR MANAGEMENT EMPLOYEES

                              THE WVTEA 401(k) PLAN

                              THE IBEW 401(k) PLAN

                            (Full title of the plans)


                                ROBERT A. SIECZEK
                      Treasurer and Chief Financial Officer
                        WARWICK VALLEY TELEPHONE COMPANY
                                 47 Main Street
                             Warwick, New York 10990
                                 (914) 986-8080
                                BARBARA S. BARBER
                                    Secretary
                        WARWICK VALLEY TELEPHONE COMPANY
                                 47 Main Street
                             Warwick, New York 10990
                                 (914) 986-8080
                      (Name, address, and telephone number,
                   including area code, of agents for service)

                                   Copies to:
                          GEORGE M. WILLIAMS, JR., ESQ.
                     LEBOEUF, LAMB, GREENE & MACRAE, L.L.P.
                              125 West 55th Street
                            New York, New York 10019
                                 (212) 424-8000


                               ------------------

                         CALCULATION OF REGISTRATION FEE

<TABLE>

<S>                  <C>            <C>                 <C>                      <C>
 Title of each                        Proposed maximum    Proposed maximum
class of securities   Amount to be      offering price    aggregate offering          Amount of
to be registered*     registered**       per share***          price***           registration fee

Common Stock          266,232 shares         $ 38.25           $10,183,374               $3005
(no par value)

</TABLE>



*In addition,  pursuant to Rule 416(c) under the  Securities  Act of 1933,  this
registration  statement also covers an  indeterminate  amount of interests to be
offered or sold pursuant to the employee benefit plans described herein.

**In addition,  pursuant to Rule 416(a) under the  Securities Act of 1933,  this
registration  statement also covers any  additional  securities to be offered or
issued in connection with a stock split, stock dividend or similar transaction.

***Determined  on the  basis  of the  average  of the bid and  asked  prices  on
September 24, 1998,  solely for the purpose of calculating the  registration fee
pursuant to Rule 457(h) under the Securities Act of 1933.

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents, which have heretofore been filed by Warwick Valley
Telephone  Company (the "Company")  and/or The Warwick Valley Telephone  Company
Savings Plan for Management Employees, The WVTEA 401(k) Plan and The IBEW 401(k)
Plan  (the  "Plans")  with  the   Securities   and  Exchange   Commission   (the
"Commission")  pursuant to the Securities  Exchange Act of 1934, as amended (the
"Exchange  Act"),  are hereby  incorporated  by reference  in this  Registration
Statement:

     1. The Company's Annual Report on Form 10-K for the year ended December 31,
1997.

     2. The  Company's  Quarterly  Reports on Form 10-Q for the  quarters  ended
March 31, 1998 and June 30, 1998.

     3. The description of the Company's Common Stock contained in the Company's
Registration Statement on Form 10, File No. 0-11174, dated April 29, 1983, filed
with the Securities and Exchange  Commission pursuant to the Securities Exchange
Act of 1934,  and any  amendment  or report  filed with the  Commission  for the
purpose of updating such description.

     4. The Plans'  Annual  Reports  on Form 11-K for the year  ended  March 31,
1998.

     All  documents  filed by the  Company  and the  Plans  with the  Commission
pursuant to Section 13(a),  13(c), 14 or 15(d) of the Exchange Act, prior to the
filing of a post-effective  amendment that indicates that all securities offered
hereby have been sold or that deregisters all securities then remaining  unsold,
shall be deemed to be incorporated by reference in this  Registration  Statement
and to be a part hereof from the date of filing of such documents. Any statement
contained in a document  incorporated  or deemed to be incorporated by reference
herein  shall be  deemed to be  modified  or  superseded  for  purposes  of this
Registration Statement to the extent that a statement contained herein or in any
other  subsequently  filed  document that also is deemed to be  incorporated  by
reference  herein modifies or supersedes  such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

Item 5.  Interests of Named Experts and Counsel.

     The  financial   statements  and  schedules  of  the  Company,   which  are
incorporated herein by reference to the Company's Annual Report on Form 10-K for
the year ended December 31, 1997, and the

                                      II-1

<PAGE>



financial statements and the related supplemental  schedules of the Plans, which
are  incorporated  herein by reference to the Plans' Annual Reports on Form 11-K
for the year ended  March 31,  1998 have been  audited by Bush & Germain,  P.C.,
independent  public  accountants,  as  indicated  in their  reports with respect
thereto. Such financial statements and schedules are included herein in reliance
upon the authority of said firm as experts in accounting  and auditing in giving
said reports.

     The  shares  of Common  Stock  that may be held  under  the  Plans  will be
original  issuance  shares.  The  legality of the shares of Common  Stock of the
Company will be passed upon for the Company by LeBoeuf,  Lamb,  Greene & MacRae,
L.L.P.

Item 6.  Indemnification of Directors and Officers.

     Paragraph XII of the Company's  Certificate of  Incorporation,  as amended,
limits,  to the maximum  extent  permitted  under New York law, the liability of
directors  of the Company for monetary  damages for a breach of their  fiduciary
duty.  Neither the amendment nor repeal of this  provision can adversely  affect
the  protection  afforded a director for any matter that occurred  prior to such
amendment or repeal.

     Section 402 of the New York  Business  Corporation  Law  ("BCL")  permits a
corporation to limit the liability of its directors.  This  provision,  however,
does not eliminate the duty of care imposed on a director, nor does it limit the
personal  liability of a director for monetary damages for acts or omissions (i)
in bad faith; (ii) involving intentional  misconduct;  (iii) involving a knowing
violation of law; (iv) resulting in the director  personally gaining a financial
profit or other  advantage to which he or she was not legally  entitled;  or (v)
violating the  provisions  of Section 719 of the BCL,  which  prohibits  certain
corporate actions relating to (a) the declaration of dividends, (b) purchases or
redemptions  by the  Company  of its  shares,  (c)  distributions  of  assets to
shareholders  after  dissolution  of the Company,  or (d) the making of loans to
directors.

         Article  X of  the  Company's  By-Laws,  as  amended,  indemnifies  the
Company's  directors and officers to the maximum  extent  permissible  under the
BCL. Section 1 of Article X of the By-Laws provides that

          any person made a party to an action by or in the right of the Company
          to procure a judgment in its favor, or made, or threatened to be made,
          a party to an action or  proceeding  other than one by or in the right
          of the  Company to procure a judgment  in its favor,  by reason of the
          fact that he,  his  testator  or  intestate  is or was a  director  or
          officer of the Company, or while serving as a

                                      II-2

<PAGE>



          director or officer of the Company,  is or was serving, at the request
          of the Company, as a director,  officer, or in any other capacity, any
          other  corporation,   domestic  or  foreign,  any  partnership,  joint
          venture,   trust,   employee  benefit  plan  or  other  enterprise  or
          organization,  whether profit or  non-profit,  shall be indemnified by
          the Company  against the  reasonable  expenses  (including  attorney's
          fees,  judgments,  fines,  and amounts  paid in  settlement)  actually
          incurred  by him as a result  of such  action  or  proceeding,  or any
          appeal  therein,  to the full  extent  permissible  under the New York
          Business Corporation Law.

     Neither the amendment nor repeal of this provision can adversely affect the
protection  afforded a director or officer for any matter that occurred prior to
such amendment or repeal.

     Sections 721 through 726 of the BCL address the indemnifi  cation permitted
directors and officers of New York corporations.

     The Company has  purchased  insurance  providing  coverage  for the Company
against obligations  incurred as a result of indemnification of its officers and
directors.  The coverage also insures the officers and directors for a liability
against which they may not be indemnified by the Company, except a dishonest act
or breach of trust.

Item 8.  Exhibits.

          Exhibit No.

          4(a) Certificate  of   Incorporation   of  the  Company,   as  amended
               (incorporated  by  reference  to  Exhibit  3(a) to the  Company's
               Annual Report on Form 10-K for the year ended December 31, 1997)

          4(b) By-laws of the Company, as amended  (incorporated by reference to
               Exhibit 3(b) to the Company's Annual Report on Form 10-K, for the
               year ended December 31, 1997)

          5    Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P.

          23(a)Consent of LeBoeuf,  Lamb, Greene & MacRae,  L.L.P.  (included in
               Exhibit 5)

          23(b) Consent of Bush & Germain, P.C.


                                      II-3

<PAGE>



          24   Powers of Attorney (see signature pages)

     The Company  undertakes  that it will submit or has submitted the Plans and
any amendments  thereto to the Internal  Revenue Service (the "IRS") in a timely
manner  and has made or will make all  changes  required  by the IRS in order to
qualify the Plans under Section 401 of the Internal Revenue Code.

Item 9.  Undertakings.

     The Company hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective amendment to this Registration Statement:

          (i) To include  any  prospectus  required  by Section  10(a)(3) of the
     Securities Act of 1933;

          (ii) To reflect in the  prospectus  any facts or events  arising after
     the  effective  date of the  Registration  Statement  (or the  most  recent
     post-effective amendment thereof) which,  individually or in the aggregate,
     represent  a  fundamental  change  in  the  information  set  forth  in the
     Registration  Statement.  Notwithstanding  the  foregoing,  any increase or
     decrease  in volume of  securities  offered (if the total  dollar  value of
     securities  offered  would not exceed  that which was  registered)  and any
     deviation from the low or high end of the estimated  maximum offering range
     may be  reflected  in the form of  prospectus  filed  with  the  Commission
     pursuant  to Rule  424(b) if, in the  aggregate,  the changes in volume and
     price  represent no more than a 20 percent change in the maximum  aggregate
     offering price set forth in the "Calculation of Registration  Fee" table in
     the effective registration statement;

          (iii) To include any material  information with respect to the plan of
     distribution not previously disclosed in the Registration  Statement or any
     material change to such information in the Registration Statement;

provided,  however,  that  paragraphs  (1)(i)  and  (1)(ii)  do not apply if the
Registration  Statement is on Form S-3, Form S-8 or Form F-3 and the information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained in periodic  reports  filed with or furnished  to the  Securities  and
Exchange  Commission  by the Company  pursuant to Section 13 or Section 15(d) of
the Securities  Exchange Act of 1934 that are  incorporated  by reference in the
Registration Statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
Registration Statement

                                      II-4

<PAGE>



relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities  being registered that remain unsold at the termination of the
offering.

     (4) That,  for purposes of determining  any liability  under the Securities
Act of 1933,  each filing of the  Company's  annual  report  pursuant to Section
13(a) or Section 15(d) of the  Securities  Exchange Act of 1934 (and each filing
of an employee  benefit  plan's annual  report  pursuant to Section 15(d) of the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
Registration  Statement  shall  be  deemed  to be a new  Registration  Statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
Company  pursuant to the provisions  described under Item 6 above, or otherwise,
the Company has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against  such  liabilities  (other  than the  payment by the Company of expenses
incurred or paid by a director,  officer or controlling person of the Company in
the  successful  defense of any action,  suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered,  the Company  will,  unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                      II-5

<PAGE>



                                   SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the Village of Warwick, State of New York, on this 29th day
of September, 1998.


                                  WARWICK VALLEY TELEPHONE COMPANY


                                  By: /s/ Robert A. Sieczek
                                     Robert A. Sieczek
                                     Treasurer and Chief
                                       Financial Officer



                                POWER OF ATTORNEY

     KNOW ALL  PERSONS BY THESE  PRESENTS,  that each  officer  and  director of
Warwick  Valley  Telephone  Company  whose  signature  follows  constitutes  and
appoints  Philip S.  Demarest and Barbara S. Barber,  and each of them,  as such
person's  true  and  lawful  attorney-in-fact  and  agent,  with  full  power of
substitution  and  resubstitution,  for such person and in such  person's  name,
place  and  stead,  in any and all  capacities,  to sign any and all  amendments
(including  post-effective  amendments) of and supplements to this  Registration
Statement on Form S-8,  and to file the same,  with all  exhibits  thereto,  and
other  documents  in  connection  therewith,  with the  Securities  and Exchange
Commission,  granting  unto  such  attorney-in-fact  and  agent  full  power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises to all intents and purposes and as fully as
such person might or could do in person,  hereby  ratifying and  confirming  all
that such  attorney-in-fact  and agent,  or a  substitute  or  substitutes,  may
lawfully do or cause to be done by virtue hereof.

                                      II-6

<PAGE>





     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date or dates indicated.

Signature                  Title                           Date


/s/ Fred M Knipp           President and Director          September 29, 1998
Fred M. Knipp              (Principal Executive
                           Officer)

/s/ Robert A. Sieczek      Treasurer and Chief             September 29, 1998
Robert A. Sieczek          Financial Officer
                           (Principal Financial
                           and Accounting
                           Officer)

/s/ Earl V. Barry          Director                        September 29, 1998
Earl V. Barry

/s/ Wisner H. Buckbee      Director                        September 29, 1998
Wisner H. Buckbee

/s/ Howard Conklin, Jr.    Director                        September 29, 1998
Howard Conklin, Jr.

                                      II-6

<PAGE>


/s/ Joseph E. Deluca     Director                        September 29, 1998
Joseph E. DeLuca

/s/ Corinna S. Lewis     Director                        September 29, 1998
Corinna S. Lewis

* Henry L. Nielsen, Jr.    Director                        September 29, 1998
Henry L. Nielsen, Jr.

* Victor J. Marotta        Director                        September 29, 1998
Victor J. Marotta

/s/ Philip S. Demarest     Director                        September 29, 1998
Philip S. Demarest
                                      II-7

<PAGE>

     The Plans.  Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer  each of The Warwick Valley  Telephone
Company  Savings Plan for  Management  Employees,  The WVTEA 401(k) Plan and The
IBEW 401(k) Plan) have duly caused this  Registration  Statement to be signed on
its behalf by the  undersigned,  thereunto  duly  authorized,  in the Village of
Warwick, State of New York on this 29th day of September, 1998.



                                POWER OF ATTORNEY

     KNOW ALL  PERSONS  BY  THESE  PRESENTS,  that  each of The  Warwick  Valley
Telephone Company Savings Plan for Management  Employees,  The WVTEA 401(k) Plan
and  The  IBEW  401(k)  Plan,  and  each  of  the  undersigned  persons,  hereby
constitutes and appoints  Philip S. Demarest and Barbara S. Barber,  and each of
them, as its/his true and lawful  attorney-in-fact  and agent with full power of
substitution and resubstitution for it/him and in its/his name, place and stead,
in  any  and  all  capacities,   to  sign  any  and  all  amendments  (including
post-effective  amendments) of and supplements to this Registration Statement on
Form S-8 and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
such  attorney-in-fact and agent full power and authority to do and perform each
and every  act and thing  requisite  and  necessary  to be done in and about the
premises to all intents and  purposes  and as fully as each said Plan itself and
each said person might or could do in person,  hereby  ratifying and  confirming
all that such  attorney-in-fact  and agent, or a substitute or substitutes,  may
lawfully do or cause to be done by virtue hereof.

THE WARWICK VALLEY TELEPHONE                   THE WVTEA 401(k)PLAN
COMPANY SAVINGS PLAN FOR
MANAGEMENT EMPLOYEES

By: /s/ Fred M. Knipp                          By: /s/ Fred M. Knipp
   Fred M. Knipp                                  Fred M. Knipp

By: /s/ Philip S. Demarest                     By: /s/ Philip S. Demarest
   Philip S. Demarest                             Philip S. Demarest

By: /s/ Howard Conklin, Jr.                    By: /s/ Howard Conklin, Jr.
   Howard Conklin, Jr.                            Howard Conklin, Jr.

                                      II-8

<PAGE>

                                              THE IBEW 401(k)PLAN


                                              By:/s/ Fred M. Knipp
                                                 Fred M. Knipp

                                              By: /s/ Philip S. Demarest
                                                 Philip S. Demarest

                                              By: /s/ Howard Conklin, Jr.
                                                 Howard Conklin, Jr.


                                      II-9

<PAGE>



                                  EXHIBIT INDEX


Exhibit
  No.                                                               Page No.

4(a) Certificate of  Incorporation of the Company,
     as amended  (incorporated by reference to Exhibit 3(a)
     to the Company's  Annual Report on Form 10- K for
     the year ended December 31, 1997)

4(b) By-laws of the Company,  as amended  (incorporated
     by reference to Exhibit 3(b) to the  Company's
     Annual  Report  on Form  10-K  for the  year  ended
     December 31, 1997)

5    Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P.

23(a) Consent of LeBoeuf, Lamb, Greene & MacRae, L.L.P.
      (included in Exhibit 5)

23(b) Consent of Bush & Germain, P.C.

24   Powers of Attorney (see signature pages)
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 23660}]
{"company-data": {"conformed-name": "WARWICK VALLEY TELEPHONE CO", "cik": "0000104777", "assigned-sic": "4813", "irs-number": "141160510", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-64799", "film-number": "98718316"}, "business-address": {"street1": "47 49 MAIN ST", "city": "WARWICK", "state": "NY", "zip": "10990", "phone": "9149861101"}, "mail-address": {"street1": "47 49 MAIN ST", "street2": "PO BOX 592", "city": "WARWICK", "state": "NY", "zip": "10990"}}
As filed with the Securities and Exchange Commission on
                              September 30, 1998.

                                                           Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
                                    --------

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933
                                 --------------

                        WARWICK VALLEY TELEPHONE COMPANY
             (Exact name of registrant as specified in its charter)

           New York                                         14-1160510
(State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization)                          Identification No.)

                     47 Main Street, Warwick, New York 10990
           (Address of principal executive office, including zip code)
                               ------------------

                  THE WARWICK VALLEY TELEPHONE COMPANY SAVINGS
                          PLAN FOR MANAGEMENT EMPLOYEES

                              THE WVTEA 401(k) PLAN

                              THE IBEW 401(k) PLAN

                            (Full title of the plans)

                                ROBERT A. SIECZEK
                      Treasurer and Chief Financial Officer
                        WARWICK VALLEY TELEPHONE COMPANY
                                 47 Main Street
                             Warwick, New York 10990
                                 (914) 986-8080
                                BARBARA S. BARBER
                                    Secretary
                        WARWICK VALLEY TELEPHONE COMPANY
                                 47 Main Street
                             Warwick, New York 10990
                                 (914) 986-8080
                      (Name, address, and telephone number,
                   including area code, of agents for service)

                                   Copies to:
                          GEORGE M. WILLIAMS, JR., ESQ.
                     LEBOEUF, LAMB, GREENE & MACRAE, L.L.P.
                              125 West 55th Street
                            New York, New York 10019
                                 (212) 424-8000

                               ------------------

                         CALCULATION OF REGISTRATION FEE
Title of each                        Proposed maximum    Proposed maximum
class of securities   Amount to be      offering price    aggregate offering          Amount of
to be registered*     registered**       per share***          price***           registration fee

Common Stock          266,232 shares         $ 38.25           $10,183,374               $3005
(no par value)
*In addition,  pursuant to Rule 416(c) under the  Securities  Act of 1933,  this
registration  statement also covers an  indeterminate  amount of interests to be
offered or sold pursuant to the employee benefit plans described herein.

**In addition,  pursuant to Rule 416(a) under the  Securities Act of 1933,  this
registration  statement also covers any  additional  securities to be offered or
issued in connection with a stock split, stock dividend or similar transaction.

***Determined  on the  basis  of the  average  of the bid and  asked  prices  on
September 24, 1998,  solely for the purpose of calculating the  registration fee
pursuant to Rule 457(h) under the Securities Act of 1933.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents, which have heretofore been filed by Warwick Valley
Telephone  Company (the "Company")  and/or The Warwick Valley Telephone  Company
Savings Plan for Management Employees, The WVTEA 401(k) Plan and The IBEW 401(k)
Plan  (the  "Plans")  with  the   Securities   and  Exchange   Commission   (the
"Commission")  pursuant to the Securities  Exchange Act of 1934, as amended (the
"Exchange  Act"),  are hereby  incorporated  by reference  in this  Registration
Statement:

     1. The Company's Annual Report on Form 10-K for the year ended December 31,
1997.

     2. The  Company's  Quarterly  Reports on Form 10-Q for the  quarters  ended
March 31, 1998 and June 30, 1998.

     3. The description of the Company's Common Stock contained in the Company's
Registration Statement on Form 10, File No. 0-11174, dated April 29, 1983, filed
with the Securities and Exchange  Commission pursuant to the Securities Exchange
Act of 1934,  and any  amendment  or report  filed with the  Commission  for the
purpose of updating such description.

     4. The Plans'  Annual  Reports  on Form 11-K for the year  ended  March 31,
1998.

     All  documents  filed by the  Company  and the  Plans  with the  Commission
pursuant to Section 13(a),  13(c), 14 or 15(d) of the Exchange Act, prior to the
filing of a post-effective  amendment that indicates that all securities offered
hereby have been sold or that deregisters all securities then remaining  unsold,
shall be deemed to be incorporated by reference in this  Registration  Statement
and to be a part hereof from the date of filing of such documents. Any statement
contained in a document  incorporated  or deemed to be incorporated by reference
herein  shall be  deemed to be  modified  or  superseded  for  purposes  of this
Registration Statement to the extent that a statement contained herein or in any
other  subsequently  filed  document that also is deemed to be  incorporated  by
reference  herein modifies or supersedes  such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

Item 5.  Interests of Named Experts and Counsel.

     The  financial   statements  and  schedules  of  the  Company,   which  are
incorporated herein by reference to the Company's Annual Report on Form 10-K for
the year ended December 31, 1997, and the

                                      II-1
financial statements and the related supplemental  schedules of the Plans, which
are  incorporated  herein by reference to the Plans' Annual Reports on Form 11-K
for the year ended  March 31,  1998 have been  audited by Bush & Germain,  P.C.,
independent  public  accountants,  as  indicated  in their  reports with respect
thereto. Such financial statements and schedules are included herein in reliance
upon the authority of said firm as experts in accounting  and auditing in giving
said reports.

     The  shares  of Common  Stock  that may be held  under  the  Plans  will be
original  issuance  shares.  The  legality of the shares of Common  Stock of the
Company will be passed upon for the Company by LeBoeuf,  Lamb,  Greene & MacRae,
L.L.P.

Item 6.  Indemnification of Directors and Officers.

     Paragraph XII of the Company's  Certificate of  Incorporation,  as amended,
limits,  to the maximum  extent  permitted  under New York law, the liability of
directors  of the Company for monetary  damages for a breach of their  fiduciary
duty.  Neither the amendment nor repeal of this  provision can adversely  affect
the  protection  afforded a director for any matter that occurred  prior to such
amendment or repeal.

     Section 402 of the New York  Business  Corporation  Law  ("BCL")  permits a
corporation to limit the liability of its directors.  This  provision,  however,
does not eliminate the duty of care imposed on a director, nor does it limit the
personal  liability of a director for monetary damages for acts or omissions (i)
in bad faith; (ii) involving intentional  misconduct;  (iii) involving a knowing
violation of law; (iv) resulting in the director  personally gaining a financial
profit or other  advantage to which he or she was not legally  entitled;  or (v)
violating the  provisions  of Section 719 of the BCL,  which  prohibits  certain
corporate actions relating to (a) the declaration of dividends, (b) purchases or
redemptions  by the  Company  of its  shares,  (c)  distributions  of  assets to
shareholders  after  dissolution  of the Company,  or (d) the making of loans to
directors.

         Article  X of  the  Company's  By-Laws,  as  amended,  indemnifies  the
Company's  directors and officers to the maximum  extent  permissible  under the
BCL. Section 1 of Article X of the By-Laws provides that

          any person made a party to an action by or in the right of the Company
          to procure a judgment in its favor, or made, or threatened to be made,
          a party to an action or  proceeding  other than one by or in the right
          of the  Company to procure a judgment  in its favor,  by reason of the
          fact that he,  his  testator  or  intestate  is or was a  director  or
          officer of the Company, or while serving as a

                                      II-2
director or officer of the Company,  is or was serving, at the request
          of the Company, as a director,  officer, or in any other capacity, any
          other  corporation,   domestic  or  foreign,  any  partnership,  joint
          venture,   trust,   employee  benefit  plan  or  other  enterprise  or
          organization,  whether profit or  non-profit,  shall be indemnified by
          the Company  against the  reasonable  expenses  (including  attorney's
          fees,  judgments,  fines,  and amounts  paid in  settlement)  actually
          incurred  by him as a result  of such  action  or  proceeding,  or any
          appeal  therein,  to the full  extent  permissible  under the New York
          Business Corporation Law.

     Neither the amendment nor repeal of this provision can adversely affect the
protection  afforded a director or officer for any matter that occurred prior to
such amendment or repeal.

     Sections 721 through 726 of the BCL address the indemnifi  cation permitted
directors and officers of New York corporations.

     The Company has  purchased  insurance  providing  coverage  for the Company
against obligations  incurred as a result of indemnification of its officers and
directors.  The coverage also insures the officers and directors for a liability
against which they may not be indemnified by the Company, except a dishonest act
or breach of trust.

Item 8.  Exhibits.

          Exhibit No.

          4(a) Certificate  of   Incorporation   of  the  Company,   as  amended
               (incorporated  by  reference  to  Exhibit  3(a) to the  Company's
               Annual Report on Form 10-K for the year ended December 31, 1997)

          4(b) By-laws of the Company, as amended  (incorporated by reference to
               Exhibit 3(b) to the Company's Annual Report on Form 10-K, for the
               year ended December 31, 1997)

          5    Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P.

          23(a)Consent of LeBoeuf,  Lamb, Greene & MacRae,  L.L.P.  (included in
               Exhibit 5)

          23(b) Consent of Bush & Germain, P.C.

                                      II-3
24   Powers of Attorney (see signature pages)

     The Company  undertakes  that it will submit or has submitted the Plans and
any amendments  thereto to the Internal  Revenue Service (the "IRS") in a timely
manner  and has made or will make all  changes  required  by the IRS in order to
qualify the Plans under Section 401 of the Internal Revenue Code.

Item 9.  Undertakings.

     The Company hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective amendment to this Registration Statement:

          (i) To include  any  prospectus  required  by Section  10(a)(3) of the
     Securities Act of 1933;

          (ii) To reflect in the  prospectus  any facts or events  arising after
     the  effective  date of the  Registration  Statement  (or the  most  recent
     post-effective amendment thereof) which,  individually or in the aggregate,
     represent  a  fundamental  change  in  the  information  set  forth  in the
     Registration  Statement.  Notwithstanding  the  foregoing,  any increase or
     decrease  in volume of  securities  offered (if the total  dollar  value of
     securities  offered  would not exceed  that which was  registered)  and any
     deviation from the low or high end of the estimated  maximum offering range
     may be  reflected  in the form of  prospectus  filed  with  the  Commission
     pursuant  to Rule  424(b) if, in the  aggregate,  the changes in volume and
     price  represent no more than a 20 percent change in the maximum  aggregate
     offering price set forth in the "Calculation of Registration  Fee" table in
     the effective registration statement;

          (iii) To include any material  information with respect to the plan of
     distribution not previously disclosed in the Registration  Statement or any
     material change to such information in the Registration Statement;

provided,  however,  that  paragraphs  (1)(i)  and  (1)(ii)  do not apply if the
Registration  Statement is on Form S-3, Form S-8 or Form F-3 and the information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained in periodic  reports  filed with or furnished  to the  Securities  and
Exchange  Commission  by the Company  pursuant to Section 13 or Section 15(d) of
the Securities  Exchange Act of 1934 that are  incorporated  by reference in the
Registration Statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
Registration Statement

                                      II-4
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities  being registered that remain unsold at the termination of the
offering.

     (4) That,  for purposes of determining  any liability  under the Securities
Act of 1933,  each filing of the  Company's  annual  report  pursuant to Section
13(a) or Section 15(d) of the  Securities  Exchange Act of 1934 (and each filing
of an employee  benefit  plan's annual  report  pursuant to Section 15(d) of the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
Registration  Statement  shall  be  deemed  to be a new  Registration  Statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
Company  pursuant to the provisions  described under Item 6 above, or otherwise,
the Company has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against  such  liabilities  (other  than the  payment by the Company of expenses
incurred or paid by a director,  officer or controlling person of the Company in
the  successful  defense of any action,  suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered,  the Company  will,  unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                      II-5
SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the Village of Warwick, State of New York, on this 29th day
of September, 1998.

                                  WARWICK VALLEY TELEPHONE COMPANY

                                  By: /s/ Robert A. Sieczek
                                     Robert A. Sieczek
                                     Treasurer and Chief
                                       Financial Officer

                                POWER OF ATTORNEY

     KNOW ALL  PERSONS BY THESE  PRESENTS,  that each  officer  and  director of
Warwick  Valley  Telephone  Company  whose  signature  follows  constitutes  and
appoints  Philip S.  Demarest and Barbara S. Barber,  and each of them,  as such
person's  true  and  lawful  attorney-in-fact  and  agent,  with  full  power of
substitution  and  resubstitution,  for such person and in such  person's  name,
place  and  stead,  in any and all  capacities,  to sign any and all  amendments
(including  post-effective  amendments) of and supplements to this  Registration
Statement on Form S-8,  and to file the same,  with all  exhibits  thereto,  and
other  documents  in  connection  therewith,  with the  Securities  and Exchange
Commission,  granting  unto  such  attorney-in-fact  and  agent  full  power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises to all intents and purposes and as fully as
such person might or could do in person,  hereby  ratifying and  confirming  all
that such  attorney-in-fact  and agent,  or a  substitute  or  substitutes,  may
lawfully do or cause to be done by virtue hereof.

                                      II-6
Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date or dates indicated.

Signature                  Title                           Date

/s/ Fred M Knipp           President and Director          September 29, 1998
Fred M. Knipp              (Principal Executive
                           Officer)

/s/ Robert A. Sieczek      Treasurer and Chief             September 29, 1998
Robert A. Sieczek          Financial Officer
                           (Principal Financial
                           and Accounting
                           Officer)

/s/ Earl V. Barry          Director                        September 29, 1998
Earl V. Barry

/s/ Wisner H. Buckbee      Director                        September 29, 1998
Wisner H. Buckbee

/s/ Howard Conklin, Jr.    Director                        September 29, 1998
Howard Conklin, Jr.

                                      II-6
/s/ Joseph E. Deluca     Director                        September 29, 1998
Joseph E. DeLuca

/s/ Corinna S. Lewis     Director                        September 29, 1998
Corinna S. Lewis

* Henry L. Nielsen, Jr.    Director                        September 29, 1998
Henry L. Nielsen, Jr.

* Victor J. Marotta        Director                        September 29, 1998
Victor J. Marotta

/s/ Philip S. Demarest     Director                        September 29, 1998
Philip S. Demarest
                                      II-7
The Plans.  Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer  each of The Warwick Valley  Telephone
Company  Savings Plan for  Management  Employees,  The WVTEA 401(k) Plan and The
IBEW 401(k) Plan) have duly caused this  Registration  Statement to be signed on
its behalf by the  undersigned,  thereunto  duly  authorized,  in the Village of
Warwick, State of New York on this 29th day of September, 1998.

                                POWER OF ATTORNEY

     KNOW ALL  PERSONS  BY  THESE  PRESENTS,  that  each of The  Warwick  Valley
Telephone Company Savings Plan for Management  Employees,  The WVTEA 401(k) Plan
and  The  IBEW  401(k)  Plan,  and  each  of  the  undersigned  persons,  hereby
constitutes and appoints  Philip S. Demarest and Barbara S. Barber,  and each of
them, as its/his true and lawful  attorney-in-fact  and agent with full power of
substitution and resubstitution for it/him and in its/his name, place and stead,
in  any  and  all  capacities,   to  sign  any  and  all  amendments  (including
post-effective  amendments) of and supplements to this Registration Statement on
Form S-8 and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
such  attorney-in-fact and agent full power and authority to do and perform each
and every  act and thing  requisite  and  necessary  to be done in and about the
premises to all intents and  purposes  and as fully as each said Plan itself and
each said person might or could do in person,  hereby  ratifying and  confirming
all that such  attorney-in-fact  and agent, or a substitute or substitutes,  may
lawfully do or cause to be done by virtue hereof.

THE WARWICK VALLEY TELEPHONE                   THE WVTEA 401(k)PLAN
COMPANY SAVINGS PLAN FOR
MANAGEMENT EMPLOYEES

By: /s/ Fred M. Knipp                          By: /s/ Fred M. Knipp
   Fred M. Knipp                                  Fred M. Knipp

By: /s/ Philip S. Demarest                     By: /s/ Philip S. Demarest
   Philip S. Demarest                             Philip S. Demarest

By: /s/ Howard Conklin, Jr.                    By: /s/ Howard Conklin, Jr.
   Howard Conklin, Jr.                            Howard Conklin, Jr.

                                      II-8
THE IBEW 401(k)PLAN

                                              By:/s/ Fred M. Knipp
                                                 Fred M. Knipp

                                              By: /s/ Philip S. Demarest
                                                 Philip S. Demarest

                                              By: /s/ Howard Conklin, Jr.
                                                 Howard Conklin, Jr.

                                      II-9
EXHIBIT INDEX

Exhibit
  No.                                                               Page No.

4(a) Certificate of  Incorporation of the Company,
     as amended  (incorporated by reference to Exhibit 3(a)
     to the Company's  Annual Report on Form 10- K for
     the year ended December 31, 1997)

4(b) By-laws of the Company,  as amended  (incorporated
     by reference to Exhibit 3(b) to the  Company's
     Annual  Report  on Form  10-K  for the  year  ended
     December 31, 1997)

5    Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P.

23(a) Consent of LeBoeuf, Lamb, Greene & MacRae, L.L.P.
      (included in Exhibit 5)

23(b) Consent of Bush & Germain, P.C.

24   Powers of Attorney (see signature pages)