PRESIDENT'S SUMMARY

      1996 was another prosperous year for Warwick Valley Telephone Company.
This was the fourth straight year with significant growth in earnings; they have
more than doubled in those four years. Dividends have increased and stock value
has increased substantially. One result is that we are proposing a stock split
to reduce the per share market price and enhance stock marketability.

      Earnings have increased from our newer services as expected, but also from
ordinary telephone services. Warwick Valley Long Distance was again the profit
leader of new services. In telephone operations our revenue increase far
exceeded the expense increase reflecting much higher productivity. Our overall
earnings were understandably somewhat depressed by Warwick Online's start-up
costs; however, by year's end WOL also was operating Oin the blackO and stands
ready to make a significant contribution to 1997 earnings.

      Growth has had many dimensions. There has been some growth in the number
of customers, but much of our growth in telephone lines has come from additional
lines per customer. A typical new residential customer today has two or three
telephone lines, a facsimile line and a computer line. We are now routinely
installing six lines into each new dwelling. Long distance and ancillary
telephone services have grown proportionally. Online computer service growth has
been dramatic and has also added to the need for additional lines. The demand
for online service as access to the Internet has exploded as more people are
buying or upgrading computers, as more people are learning about the Internet
and as the Internet is developing more useful information. In 1996 Warwick
Online's subscriber count increased fivefold from 1,000 to over 5,000. Almost
2/3 of our Online subscribers are outside our telephone service area.

      Our progress appears particularly significant in the context of our
changed business environment. All of our new services and many of the
traditional telephone services are now offered in a highly competitive market.
Long distance telephone service has been competitive for us since 1991. On
January 1, 1997 competition was introduced in our New York market for Regional
toll service (generally calls within the same area code) and we now have eleven
competitors. We expect that in New Jersey later this year. State regulators are
proceeding to implement rules for increased competition for all
telecommunications as they and the Federal Communications Commission implement
the Federal Telecommunications Act of 1996. The impact of these new regulations
is still evolving but we are adapting well so far and I expect we will continue
to do so. We generally believe that competition is good if it is not unfairly
regulated by government. Our approach to competition is to become better
competitors.

      Paging is a service that is making great strides. It is moving from being
only emergency communication to becoming a popular way for the larger population
to stay in touch. We therefore introduced paging as a WVT service and are now
selling pagers and reselling pager service in our community.

      By most measures the Company is progressing well. We know that changes in
regulation and advances in technology are also accompanied by changes in society
that affect customer attitudes. We know that today's customers want choice and
demand flawless service. We strive to provide both. Our services and products
give more choice to customers and we are entering those competitive markets
where we feel we have competence. Our employees are developing new skills and
customer focus. Our managers are adapting new techniques to benefit from those
employee skills and from information technology. We have maintained the level of
investment needed to keep our facilities modern and we are planning ahead. I am
quite confident in a successful future for this Company.

                                     -12-


RESULTS OF OPERATIONS - 1996 vs. 1995

The Company's net income from all sources increased $942,109 (or 43.8%) to
$3,095,481 for the twelve-month period ended December 31, 1996, as compared to
the same period in 1995.

Telephone operating revenues increased $1,855,932 (or 13.9%) to $15,161,873 for
the year ended December 31, 1996, as compared to $13,315,940 for 1995, primarily
as a result of a $1,631,781 (or 21.9%) increase in toll and access revenue. This
increase resulted primarily from increased state and interstate access revenues
of $1,397,767, increased federal subscriber line charges to end user customers
of $79,087, and an increase in toll revenue of $88,401. Local revenues increased
$286,322 (or 10.6%), primarily as a result of an increase in the number of
access lines and increased use of newly marketed services. Miscellaneous
revenues decreased $72,171 (or 2.3%), primarily as a result of a non-recurring
revenue settlement received during 1995.

Telephone operating expenses increased $543,702 (or 5.9%) to $9,761,435 at
December 31, 1996, as compared to $9,217,733 at year-end 1995. An increase in
wages and benefits of $438,686 (or 7.5%) and an increase in depreciation expense
of $118,376(or 5.8%) accounted for most of the increase.

Non-operating income increased to $487,382 in 1996 from $305,200 in 1995. This
increase resulted largely from an increase in net income received from the
Company's 7.5% interest in the Orange-Poughkeepsie Cellular Partnership, which
increased by $248,243 after federal income tax. This was partially offset by an
increase in the operating loss of Hometown Online, Inc. which lost $165,531
during its first full year of operation as opposed to a loss of $87,121 during
1995, when it commenced doing business.

RESULTS OF OPERATIONS - 1995 vs. 1994

The Company's net income from all sources increased $403,923 (or 23.1%) for the
twelve-month period ended December 31, 1995, as compared to the same period in
1994.

Telephone operating revenues increased $1,037,992 (or 8.5%) to $13,315,940 for
the year ended December 31, 1995, as compared to $12,277,948 for 1994, primarily
as a result of increases in interstate access revenues of $401,200,
miscellaneous revenues of $295,451 (including directory, rent, operator services
and non-regulated revenues), and local revenues of $249,808 (primarily from
newly-marketed services).

Telephone operating expenses increased $367,511 (or 4.2%) to $9,217,733 at
December 31, 1995, as compared to $8,850,222 at year-end 1994. Wage and benefit
increases of $327,984 (or 6.0%) accounted for most of the overall increase.

Non-operating income decreased to $305,200 in 1995 from $326,392 in 1994.
Decreases in interest charged construction, interest income and other
non-operating income (expense) were offset by increased net income from
subsidiaries and decreased non-operating federal income taxes.

                                     -13-


LIQUIDITY AND CAPITAL RESOURCES

The Company ended 1996 with working capital of $2,053,934 as compared to
$1,255,242 at December 31, 1995. This difference was largely due to a decrease
in accounts payable of $758,397 and the fact that no current maturities of long
term debt existed, compared to $370,000 at the end of 1995.

The Company issued 4,471 shares of its common stock on April 1, 1996 to
employees participating in retirement savings plans at $42.84 per share (a 15%
discount from the appraised price of $50.40). Additional sales to employees are
anticipated during 1997 and subsequent years. A purchase of 1,000 shares for the
treasury took place during 1996 at $50.00 per share. No additional purchases are
planned at this time.

Pursuant to a NYSPSC order, the tax savings due to the general reduction in
income tax liability of the Company made possible by the Tax Reform Act of 1986
attributable to New York State operations have been deferred. These tax savings
were applied during 1996, and will continue until fully written off during 1997,
as an offset against the costs of funding retiree health benefits. Reduced rates
to reflect the tax savings were ordered in New Jersey beginning July 1, 1987.

The Company holds a 7.5% limited partnership interest in the cellular mobile
telephone partnership which is licensed to operate as the wire-line licensee in
both Orange and Dutchess Counties, New York. Since the inception of the
partnership, the Company has made capital contributions of $249,750. No further
capital contributions are currently scheduled. A wholly-owned subsidiary of the
Company, Warwick Valley Mobile Telephone Company (WVMT), resells cellular
telephone service to the Company's subscribers as well as to others. WVMT also
sells and installs cellular telephone sets. The Company has invested
approximately $326,000 in WVMT since its operations began on April 1, 1989.

A second wholly-owned subsidiary, Warwick Valley Long Distance Company, Inc.
(WVLD), began business in December 1993 in New Jersey and in May 1994 in New
York. WVLD resells toll service to customers of Warwick Valley Telephone. WVLD
achieved positive retained earnings prior to the end of 1994.

Another wholly-owned subsidiary, Warwick Valley Networks, Inc. (WVN), was
established during 1994. WVN is a partner in the New York State Independent
Network (NYSINET), which was created by the independent telephone companies of
New York to build and operate its own data connections network. NYSINET will
make it unnecessary for its member companies to rely on outside companies for
these services and may also offer services to companies who are not members,
creating a potential source of additional revenue. The NYSINET network began
partial operation during 1996 and is expected to be fully in operation during
1997.

An additional wholly-owned subsidiary, Hometown Online, Inc. (ONLINE) was
established during 1995. It is the entity through which WVTC offers connectivity
to the Internet as well as local and regional information services to personal
computer users. Service is offered within WVTC's service area as well as in
nearby areas in New York, New Jersey and Pennsylvania. The Company has invested
approximately $1,200,000 in Online since its operations began in July 1995.
Online was approaching break-even on a cash flow basis during 1996 and is
expected to show positive cash flow during 1997.

                                     -14-


ASSETS                             December 31,        1996             1995

CURRENT ASSETS:
      Cash                                      $   728,520     $   482,049
      Accounts receivable - net of
       reserve for uncollectibles                 3,290,714       3,659,990
      Materials and supplies                      1,451,858       1,516,358
      Prepaid expenses                              306,532         317,085

                                                  5,777,625       5,975,482

NONCURRENT ASSETS:
      Unamortized debt issuance expense              61,378          75,170
      Other deferred charges                        227,699         140,327
      Investments                                 1,354,390       1,076,915

                                                  1,643,467       1,292,412

PROPERTY, PLANT AND EQUIPMENT:(Notes 1, 2 and 5)

      Plant in service                           34,578,033      32,352,371
      Plant under construction                    1,444,982       1,032,206
                                                 36,023,015      33,384,577

       Less:  Depreciation reserve (Notes 1
               and 3)                            13,200,526      11,234,448
                                                 22,822,489      22,150,129

      TOTAL ASSETS                              $30,243,580     $29,418,023

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
     Current maturities-long-term debt                    0     $  370,000
     Notes payable (Note 6)                         850,000        950,000
     Accounts payable                             1,600,944      2,359,341
     Advance billing and payments                   188,865        206,986
     Customer deposits                              153,143        173,717
     Accrued taxes                                  275,241        108,409
     Accrued interest                                75,829         84,573
     Other accrued expenses                         579,669        467,215
                                                  3,723,691      4,720,241

LONG TERM DEBT (Note 5)                           7,000,000      7,000,000

DEFERRED CREDITS: (Notes 1 and 7)
     Accumulated deferred federal income taxes    2,313,224      2,250,073
     Unamortized investment tax credits             252,427        312,517
     Other deferred credits                         243,690        390,980
                                                  2,809,341      2,953,570

STOCKHOLDERS EQUITY: (Notes 5, 12, 13 and 14)
     Preferred stock - 5% cumulative;
      $100 par value;
      Authorized 7,500 shares;
      Issued and outstanding 5,000 shares           500,000        500,000
     Common stock - no par value;
            Authorized shares: 720,000
            Issued 648,571(1996) and
            644,757 (1995)                        2,439,663      2,281,238
    Retained earnings                            14,596,085     12,738,174

                                                 17,535,748     15,519,412

    Less:  Treasury stock at cost,
           26,800 (1996) and 25,800 (1995)
           shares                                   825,200        775,200
                                                 16,710,548     14,744,212

    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY  $30,243,580  $  29,418,023

The accompanying notes are an integral part of the financial statements.

                                      -15-


     Years ended December 31,        1996      1995          1994

OPERATING REVENUES:

 Local network service                $ 2,984,805   $ 2,698,483   $ 2,448,677
 Network access and long distance
  network service                       9,080,619     7,448,838     6,956,102
Miscellaneous (Note 1)                  3,096,449     3,168,620     2,873,169
                                       15,161,873    13,315,941    12,277,948
 Less:  Provision for uncollectibles      (35,085)      (59,956)      (25,144)

    Total operating revenues           15,126,788    13,255,985    12,252,804

OPERATING EXPENSES:

 Plant specific                         2,339,213     2,128,966     1,926,005
  Plant non-specific:
   Depreciation                         2,150,240     2,031,864     1,801,722
   Other                                  590,210       580,838       742,732
  Customer operations                   2,970,626     2,780,319     2,651,856
  Corporate operations                  1,711,146     1,695,746     1,727,907

  Total operating expenses              9,761,435     9,217,733     8,850,222

 OPERATING TAXES:
 Federal income taxes (Note 7)          1,152,084       584,466       312,507
   Property, revenue and payroll          947,105       960,718     1,023,023
    Total operating taxes               2,099,189     1,545,184     1,335,530

   Operating income                     3,266,164     2,493,068     2,067,052

NONOPERATING INCOME (EXPENSES) -
 NET: (Note 11)                           487,382       305,200       326,392
 Income available for fixed charges     3,753,546     2,798,268     2,393,444

FIXED CHARGES:
 Interest on funded debt                  575,581       593,756       619,064
  Other interest charges                   68,692        31,790        16,367
  Amortization                             13,792        19,350         8,563
  Total fixed charges                     658,065       644,896       643,994

 Net Income                             3,095,481     2,153,372     1,749,450

PREFERRED STOCK                            25,000        25,000        25,000

   INCOME APPLICABLE TO
    COMMON STOCK                    $   3,070,481   $ 2,128,372   $ 1,724,450

   NET INCOME PER AVERAGE SHARE
    OF OUTSTANDING COMMON
    STOCK  (Note 12)                $        4.94   $      3.45   $      2.82

   AVERAGE SHARES OF COMMON STOCK
    OUTSTANDING (Note 12)                 621,697       617,584       612,248

The accompanying notes are an integral part of the financial statements.

                                     -16-


Years ended December 31, 1996, 1995 and 1994

                   Treasury    Preferred    Common    Retained
                    Stock        Stock       Stock    Earnings       Total

Balance,
 December 31, 1993 ($775,200)  $500,000  $1,922,347  $10,989,170  $12,636,317

 Net income
  for the year         -----      -----       -----    1,749,450    1,749,450

 Dividends:
  Common
  ($1.68 per share)    -----      -----       -----   (1,028,820)  (1,028,820)
  Preferred
  ($5.00 per share)    -----      -----       -----      (25,000)     (25,000)
Sale of Common Stock   -----      -----     167,295        -----      167,295

Balance,
 December 31, 1994 ($775,200)  $500,000  $2,089,642  $11,684,800  $13,499,242

 Net income
  for the year         -----      -----       -----    2,153,372    2,153,372

 Dividends:
  Common
  ($1.74 per share)    -----      -----       -----   (1,074,998)  (1,074,998)
  Preferred
  ($5.00 per share)    -----      -----       -----      (25,000)     (25,000)
Sale of Common Stock   -----      -----     191,596        -----      191,596

Balance,
 December 31, 1995 ($775,200)  $500,000  $2,281,238  $12,738,174  $14,744,212


Net income
 for the year          -----      -----       -----    3,095,481    3,095,481

 Dividends:
  Common
  ($1.95 per share)    -----      -----       -----   (1,212,570)  (1,212,570)
 Preferred
  ($5.00 per share)    -----      -----       -----      (25,000)     (25,000)
Sale of Common Stock   -----      -----     158,425        -----      158,425
Purchase of Treasury
 Stock               (50,000)     -----       -----        -----      (50,000)

Balance,
 December 31, 1996 ($825,200) $ 500,000  $2,439,663  $14,596,085  $16,710,548


The accompanying notes are an integral part of the financial statements.

                                      -17-


Years ended December 31,                  1996         1995          1994

CASH FLOW FROM OPERATING ACTIVITIES:
 Net income                          $ 3,095,481   $ 2,153,372    $ 1,749,450
 Adjustments to reconcile net
  income to net cash provided by
  operating activities:
   Depreciation and amortization       2,164,032    2,051,214       1,811,191
   Deferred income tax and
   investment tax credit               (144,229)     (33,114)         (16,238)
 Interest charged to construction       (25,272)     (32,372)        (123,482)
 Income from partnership               (666,375)    (290,250)        (293,500)

Change  in  assets and liabilities:
 (Increase) Decrease in accounts
   receivable                           369,276      (970,903)       (243,517)
 (Increase) Decrease in materials
   and supplies                          64,500      (223,267)       (252,651)
 (Increase) Decrease in prepaid
   expenses                              10,553       (31,266)         23,312
 (Increase) Decrease in deferred
   charges                              (87,372)       22,289         (74,011)
  Increase (Decrease) in accounts
   payable                             (758,397)      592,564          93,104
 Increase (Decrease) in customers'
  deposits                              (20,574)      (83,509)         57,665
 Increase (Decrease) in advance
  billing and payment                   (18,121)        4,628          15,497
 Increase (Decrease) in accrued
  expenses                              158,088        77,271        (211,188)
 Increase (Decrease) in other
  liabilities                           112,454        27,632         283,133

 Net cash provided by operating
  activities                          4,254,044     3,264,289       2,818,765

CASH FLOW FROM INVESTING ACTIVITY:
 Purchase of property, plant
  and equipment                      (2,822,600)   (1,988,826)     (4,143,323)
 Interest charged to construction        25,272        32,372         123,482
 Distribution from partnership          393,750          ----         202,500
 Changes in other investments            (4,850)     (216,589)         (2,345)

 Net cash used in investing
  activities                         (2,408,428)   (2,173,043)     (3,819,686)

CASH FLOW FROM INVESTING ACTIVITIES:
 Increase (Decrease) in Notes Payable  (100,000)       50,000         900,000
 Repayment of long-term debt           (370,000)     (120,000)       (120,000)
 Dividends                           (1,237,569)   (1,099,998)     (1,053,820)
 Sale of Common Stock                   158,425       191,596         167,295
 Purchase of Treasury Stock             (50,000)         ----            ----
 Increase in unamortized debt issue
  expense                                  ----       (52,832)           ----

 Net cash provided by (used in)
  financing activities              (1,599,144)    (1,031,234)       (106,525)

 Increase (Decrease) in cash and
  cash equivalents                     246,471         60,012      (1,107,446)

 Cash and cash equivalents at
  beginning of year                    482,049        422,037       1,529,483

 Cash and cash equivalents at
  end of year                      $   728,520    $   482,049     $   422,037

      The accompanying notes are an integral part of the financial statements.

                                      -18-


1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    The Company is an independent telephone company providing telephone service
    to customers in the Towns of Warwick and Goshen, New York and the Townships
    of Vernon and West Milford, New Jersey. Its services include providing local
    toll and cellular telephone service to residential and business customers,
    access and billing and collection services to interexchange carriers, the
    sale and leasing of telecommunications equipment, paging and Internet
    access.

    USE OF ESTIMATES

    The preparation of financial statements in conformity with generally
    accepted accounting principles requires management to make estimates and
    assumptions that affect the reported amounts of assets and liabilities and
    disclosure of contingent assets and liabilities at the date of financial
    statements, and the reported amounts of revenues and expenses during the
    reported period. Actual results could differ from those estimates.

    CONSOLIDATION

    The consolidated financial statements include the accounts of the Company
    and its wholly-owned subsidiaries. All intercompany transactions and
    balances have been eliminated in the consolidated financial statements
    except for the billing of certain intercompany expenses, which have not been
    eliminated in order to accurately state the income from the telephone
    company and subsidiary operations.

    DEPRECIATION

    Depreciation is based on the cost of depreciable plant in service and is
    calculated on the straight-line method using estimated service lives of the
    various classes of telephone plant. Depreciation as a percent of average
    depreciable telephone plant was 6.53%, 6.47%, and 6.25%, for the years 1996,
    1995 and 1994, respectively.

    CAPITALIZATION OF CERTAIN COSTS AND EXPENSES

    The Company has consistently followed the practice of capitalizing certain
    costs related to construction, including payroll and payroll related costs
    and significant costs of capital incurred during construction. The income
    which results from capitalizing interest during construction is not
    currently realized but, under the regulatory rate-making process, is
    recovered by revenues generated from higher depreciation expense over the
    life of the related plant.

    FEDERAL INCOME TAXES

    The Company records deferred taxes according to Statement of Financial
    Accounting Standards No. 109, Accounting for Income Taxes ("SFAS 109").
    Under SFAS 109 deferred income taxes arise from temporary differences
    resulting from differences between the financial statement and tax basis of
    assets and liabilities. Deferred taxes are classified as current or
    non-current, depending on the classification of the assets and liabilities
    to which they relate. Deferred taxes arising from temporary differences that
    are not related to an asset or liability are classified as current or
    non-current depending on the periods in which the temporary differences are
    expected to reverse. The Company's deferred taxes result principally from
    differences in depreciation methods for financial reporting and tax
    reporting.

    Investment tax credits have been normalized and are being amortized to
    income over the average life of the related telephone plant and other
    equipment.

    INVESTMENTS

    Investments consisted of the following at December 31:

                                                    1996             1995

      Investment in cellular partnership        $ 1,327,110      $ 1,054,485
      Other investments                              27,280           22,430

                                                $ 1,354,390      $ 1,076,915

    The partnership investment represents the Company's 7.5% interest as a
    limited partner in a cellular telephone operation. Other investments are
    recorded at cost.

    CASH FLOW STATEMENT

    Cash and cash equivalents consist principally of demand deposits and are in
    accounts which are insured by the Federal Deposit Insurance Corporation
    (F.D.I.C.) up to $100,000 at each financial institution. As of December 31,
    1996 the amount of cash in excess of these F.D.I.C. insured limits was
    approximately $535,000. The following is a list of interest and federal
    income tax payments for each of the three years in the period ending
    December 31, 1996:

                                       1996           1995           1994

      Interest                     $  635,528     $  625,259      $  613,969
      Federal Income Taxes         $1,343,151     $  615,000      $  717,037

                                      -19-


    MATERIAL AND SUPPLIES

    New material and reusable materials are carried at average original cost,
    except that specific costs are used in the case of large individual items.
    As of December 31, 1996 and 1995 the Material and Supplies inventory
    consisted of the following:

                                                      1996             1995

        Inventory for outside plant construction   $ 322,440       $  301,022
        Inventory for central office equipment       431,946          544,109
        Inventory of deregulated equipment held
         for sale or lease (principally PBX and
         station equipment)                          697,472          671,227

                                                  $1,451,858       $1,516,358

    RETIRMENT AND/OR DISPOSITION OF PROPERTY

    When depreciable property is retired, the amount at which it is carried plus
    the cost of removal is charged to the depreciation reserve and any salvage
    is credited thereto. Expenditures for maintenance and repairs are charged
    against income; renewals and betterments are capitalized.

    MISCELLANEOUS REVENUES

    Miscellaneous revenues consisted of the following for each of the three
    years in the period ended December 31:

                                       1996          1995           1994

        Directory advertising
         revenue                 $    854,940    $  784,365      $  738,231
        Rent revenue                  199,021       193,310         178,585
        Billing and collection
         revenue                    1,153,032     1,105,198       1,109,344
        Deregulated revenues          467,669       441,352         428,693
        Other operating revenues      421,787       644,395         418,316
                                  $ 3,096,449    $3,168,620      $2,873,169

2.  PROPERTY, PLANT AND EQUIPMENT

    Plant in service, at cost, consisted of the following at December 31:

                                                  1996              1995
      Land, buildings, furniture and
       office equipment                      $ 4,172,633       $ 3,959,825
      Vehicles and work equipment              1,104,873         1,089,133
      Central office equipment                14,824,564        14,170,386
      Customer premise equipment               1,260,294         1,238,875
      Outside plant equipment                 12,402,005        11,672,967
      Other equipment                            813,664           221,185

                                             $34,578,033       $32,352,371

3.  DEPRECIATION RESERVE

    Depreciation reserve consisted of the following at December 31:

                                                 1996               1995

      Buildings, furniture and
       office equipment                      $ 1,644,932       $ 1,340,689
      Vehicles and work equipment                653,551           619,792
      Central office equipment                 6,348,878         5,215,246
      Customer premise equipment               1,171,241         1,154,728
      Outside plant equipment                  3,249,002         2,892,539
      Other equipment                            132,922            11,454

                                             $13,200,526       $11,234,448

4.  ACCOUNTS RECEIVABLE

    The Company uses the reserve method to record uncollectible accounts. The
    reserve for uncollectibles was $65,155 as of December 31, 1996 and 1995
    respectively.
                                      -20-


5.  LONG TERM DEBT

    Long-term debt consisted of the following at December 31:

                                   1996                      1995
                                       Redemption               Redemption
                                       Price Plus               Price Plus

    First Mortgage Bonds   Amount       Premium        Amount     Premium
     9.50 % Series "F"
     (due 09/01/1996)     $        0      0.00%     $  260,000      100.00%

    8.75 % Series "G"
    (due 12/15/1996)               0      0.00%        110,000      100.00%

    9.05 % Series "I"
    (due 05/01/2000)       3,000,000       N/A       3,000,000         N/A

    7.05 % Series "J"
    (due 12/01/2003)       4,000,000       N/A       4,000,000         N/A
                           7,000,000                 7,370,000

    Less: Current
     maturities
     of Long-Term Debt             0                   370,000

    Total Long-Term Debt  $7,000,000                $7,000,000

    Telephone properties have been pledged as collateral on the first mortgage
    bonds. Under provisions of the bond indentures, as amended, the payment of
    dividends or a distribution of assets to stockholders to the extent of 75%
    of the Company's net income earned during the calendar year will be allowed,
    providing "net operating income" exceeds interest expense 1.5 times.

    Maturities and sinking fund requirements for the five years subsequent to
    1996 for long-term debt outstanding as of December 31, 1996 are as follows:

            1997    -----           2000         $    3,000,000
            1998    -----           2001                  -----
            1999    -----

    The first mortgage bonds, Series "I" and "J" bonds, may not be redeemed
    prior to their maturity date.

6. NOTES PAYABLE

    The Company has an unsecured line of credit with the Warwick Savings Bank,
    which expires in April, 1997. Any borrowings under this line of credit are
    on a demand basis and are without restrictions, at a variable lending rate.
    The total credit available at December 31, 1996 was $1,650,000. The balances
    outstanding as of December 31, 1996 and 1995 were $850,000 and $950,000
    respectively, bearing interest rates of 7.75% and 8%.

7. FEDERAL INCOME TAXES

    The following tabulation is a reconciliation of the federal income tax
    expense as reported in these financial statements with the tax expense
    computed by applying the statutory federal income tax rates to pre-tax
    income. The statutory tax rate of 34% applies to all three years.

                                         1996           1995           1994
    Operating federal income taxes:
     Current portion                $1,301,825     $  601,448     $  345,433
     Deferrals, net of reversals:
      Depreciation                     (18,393)       100,984        153,538
      Cost of removal                    1,275          2,928        (11,768)
      Tax savings due to TRA of 1986   (89,760)       (89,760)       (89,760)
      Other                              8,137         19,866        (33,936)
     Investment tax credit, net
      of amortization                  (51,000)       (51,000)       (51,000)

                                      (149,741)       (16,982)       (32,926)

       Operating F.I.T. expense     $1,152,084     $  584,466     $  312,507

                                      -21-


                                       1996           1995           1994

    Nonoperating federal income taxes:
     Current portion              $  228,956     $   89,917     $  102,417
     Deferrals, net of reversals:     (9,090)        (9,089)        (3,875)

      Nonoperating F.I.T. expense    219,866         80,828         98,542

    F.I.T. included in income of
     subsidiary                        4,418         45,947            115

      Total F.I.T. expense,
       as reported                 1,376,368        711,241        411,164

     Reversals of deferred taxes     122,917        177,968        202,255
     Tax savings of TRA of 1986, net  89,760         89,760         89,760
     Other                           (68,617)        (5,001)        31,430

    FEDERAL INCOME TAX AT
     STATUTORY RATE               $1,520,428     $  973,968      $ 734,609

    The following components comprise the net deferred tax liability reported as
    of December 31:

                                                      1996           1995
     Deferred tax liabilities                     $2,443,262    $ 2,406,384
     Deferred tax assets                             130,038        156,311

     Net deferred tax liability                   $2,313,224    $ 2,250,073

    The deferred tax liability consists principally of temporary differences due
    to differences in depreciation methods for financial reporting and tax
    reporting. The deferred tax asset is due to the unamortized investment tax
    credit being deemed a temporary difference in the basis of the related
    assets.

    The adoption of SFAS 109, Accounting for Income Taxes, has required certain
    reclassifications of deferred tax balances and the establishment of
    regulatory assets and liabilities. This is due to the ratemaking treatment
    of deferred taxes and unamortized investment tax credits, whereby future
    reversals can be expected to be recovered or returned to customers through
    future rates. Any existing excess deferrals, generated from a change in tax
    rates, which will be passed on to customers of the Company's regulated
    operations in the future, have been reclassed as regulatory liabilities. The
    balance of unamortized investment tax credits is a temporary difference and
    a deferred tax asset has been established for this. The offsetting
    regulatory liability associated with this reflects the future amounts due to
    customers as reversals of these balances occur. These regulatory liabilities
    are included in other deferred credits and amounted to $176,404 and $202,170
    as of December 31, 1996 and 1995, respectively. As reversals of the deferred
    tax balances occur in the future, these regulatory liabilities will also
    decrease.

8.  PENSION PLANS

    Defined Benefit Pension Plan - The Company has two defined benefit pension
    plans covering all management and non-management employees who are at least
    21 years of age and have completed one year of service. Benefits are based
    on years of service and the average of the employee's three highest
    consecutive years' base compensation. The Company's policy is to fund the
    minimum required contribution disregarding any credit balance arising from
    excess amounts contributed in the past. Contributions to the plan for 1996,
    1995 and 1994 were $328,598, $329,807, and $80,309, respectively.

    The following table sets forth the combined plan's funded status and amounts
    recognized in the Company's statement of financial position as of December
    31, 1996 and 1995:

                                                      1996            1995
      Actuarial present value of benefit obligations: 
      Accumulated benefit obligation:
       vested benefit                             $ 6,006,210     $ 6,019,582
       non-vested benefit                               9,650           4,528

                                                  $ 6,015,860     $ 6,024,110

      Projected benefit obligation for service
       rendered to date                           $(7,505,941)    $(7,602,508)

      Plan assets at fair value (bonds, real
       estate, mortgages and stocks)                7,460,136       6,429,016

      Projected benefit obligation in excess of
       plan assets                                    (45,805)     (1,173,492)

      Unrecognized net loss (gain) from past
       experience different from that assumed
       and effects of changes in assumptions         (807,762)        265,103

      Prior service cost not yet recognized in
       net periodic pension cost                      297,556         348,167
      Unrecognized net transition obligation          266,319         319,582

      Prepaid (accrued) pension cost              $  (289,692)    $  (240,640)

      Net pension cost for the years 
       1996, 1995 and 1994 
       include the following components:

                                       1996            1995            1994
      Service cost-benefits
       earned during the period    $  210,213      $  168,557        $161,479
      Interest cost on projected
       benefit obligation             524,866         506,037         474,519
      Actual return on plan assets   (962,583)     (1,100,756)        (30,662)
      Net amortization and deferral   605,154         752,328        (226,140)

        Net periodic pension cost  $  377,650      $  326,166      $  379,196

                                     -22-


    A discount rate of 7.0% and 8.5% and a rate of increase in future
    compensation levels of 5.5% and 6.5% were used in determining the actuarial
    present value of the projected benefit obligations for 1996 and 1995,
    respectively. The expected long-term rate of return on assets was 7.75% and
    9.0% for 1996 and 1995, respectively.

    There may be differences in the amount of pension expense as stated above
    and that recorded in these financial statements due to regulatory
    requirements. This difference would be recorded as a regulatory asset or
    liability and will be disposed of by the regulators at a future date.

    Defined Contribution Plan - The Company also has a Defined Contribution
    401(K) Profit Sharing Plan covering substantially all employees. Under the
    plan, employees may contribute up to 15% of compensation, subject to certain
    legal limitations. The Company contributes a matching contribution up to
    5.0% of an eligible participant's compensation for management, clerical,
    traffic, and plant employees.

9.  POSTRETIREMENT BENEFITS, OTHER THAN PENSIONS

    The Company has adopted SFAS 106, "Employers' Accounting for Postretirement
    Benefits other than Pensions," which requires the cost of these benefits to
    be recognized over the service life of employees. The Company sponsors a
    non-contributory, defined benefit postretirement medical benefit plan that
    covers all employees that retire directly from active service on or after
    age 55 with at least 10 years of service or after age 65 with at least 5
    years of service. The projected unit credit actuarial method was used in
    determining the cost of future benefits. During 1996 the plan was
    redesigned which caused a significant decrease in future benefit
    obligations. The Company's funding policy is to contribute the maximum
    allowed under current Internal Revenue Service regulations. Due to
    regulatory requirements the Company is allowed to expense the amount
    actually funded, with any difference between the funding amount and the
    SFAS 106 expense amount being deferred as a regulatory asset or liability.
    Assets of the plan are invested in common stocks and a money market fund.

    The following table sets forth the plan's funded status reconciled with the
    amounts shown in the Company's balance sheet at December 31, 1996 and 1995.

    Accumulated postretirement benefit obligation:      1996           1995
      Retirees                                      $ (140,947)   $  (364,378)
      Eligible active plan participants               (558,425)    (1,112,223)
                                                    $ (699,372)   $(1,476,601)
      Plan assets at fair value                        680,072        456,361

      Accumulated postretirement benefit
       obligation in excess of plan assets             (19,300)    (1,020,240)
      Unrecognized net loss (gain)                     246,758        103,494
      Unrecognized prior service costs                 472,859              0
      Unrecognized transition obligation               823,932        875,428
      Prepaid (Accrued) postretirement benefit cost $1,524,249    $   (41,318)

    Net periodic postretirement benefit costs for 1996, 1995 and 1994 includes
    the following components:

                                        1996             1995          1994
      Service cost                  $   65,873      $   44,963     $   42,975
      Interest cost on accumulated
       postretirement benefit
       obligation                      138,186         102,387         95,370
      Actual return on plan assets     (85,331)        (52,234)       (11,513)
      Amortization of transition
       obligation over 20 years         51,496          51,496         51,496
      Net amortization and deferral      4,557          32,211          2,078

        Net periodic postretirement
         benefit cost               $  174,781      $  178,823      $ 180,406

    For measurement purposes, a 10% annual rate of increase in the per capita
    cost of covered health care benefits was assumed for 1996. The health care
    cost trend rate assumption has a significant effect on the amounts reported.
    Increasing the assumed health care cost trend rates by one percentage point
    in each year would increase the accumulated postretirement benefit
    obligation as of December 31, 1996 by approximately $300,000 and the
    aggregate of the service and interest cost components of postretirement
    expense for the year then ended by approximately $35,000.

    The weighted-average discount rate used in determining the accumulated
    postretirement benefit obligation was 7.5% and 7.0% and the expected
    long-term rate of return on plan assets was 8.5% and 7.5% for 1996 and 1995,
    respectively.

10. RELATED PARTY TRANSACTIONS

    The Company expended approximately $193,976, $204,565 and $187,036 during
    1996, 1995and 1994, respectively, in insurance premiums for required
    insurance coverage. These expenditures were made to an insurance agency in
    which a member of the Board of Directors has a financial interest. Two Board
    of Director members are also trustees of the Warwick Savings Bank, at which
    the Company has its principal bank accounts and temporary investments.

                                      -23-



11. NONOPERATING INCOME AND EXPENSES

    Nonoperating income (expense) for the years ended December 31, are as
    follows:

                                                1996        1995        1994

    Interest charged to construction    $    25,272    $   32,372   $ 123,482
    Interest income                             462           513      17,082
    Income from cellular partnership        666,375       290,250     293,500
    Net income (loss) from subsidiaries      44,660        89,193         225
    Other nonoperating income (expense)     (29,521)      (26,300)     (9,355)
    Nonoperating federal income taxes      (219,866)      (80,828)    (98,542)

                                        $  487,382     $ 305,200   $ 326,392

12. EARNINGS PER SHARE

    Earnings per share are based on the weighted average number of shares
    outstanding of 621,697, 617,584 and 612,248 for the years ended December 31,
    1996, 1995 and 1994, respectively.

13. TREASURY STOCK

    The Company accounts for treasury stock using the cost method of accounting.

14. PREFERRED STOCK

    The preferred stock may be redeemed by the Company on any dividend payment
    date at par plus accumulated dividends. Preferred stock ranks prior to the
    common stock both as to dividends and on liquidation, but has no general
    voting rights. However, if preferred stock dividends are in default in an
    amount equal to six quarterly dividends, the holder of preferred stock shall
    have the right to elect a majority of the Board of Directors and such voting
    rights would continue until all dividends in arrears have been paid.

15. COMMITMENTS

    The Company is required to make certain contributions to national and state
    associations as part of the industry practice of pooling revenues and
    redistributing to members based on cost to provide services or some other
    method. Due to recent changes in the structure of these pools, the Company's
    responsibility is to contribute certain fixed amounts during a transition
    period, after which time the amounts may change. Payments to the National
    Exchange Carrier Association during 1996 were $61,000 and the contribution
    for 1997 is expected to be $67,000. Effective October 1, 1996, the Company's
    contribution to the New York State Access Settlement Pool was frozen at
    $23,805 per month until the New York Public Service Commission determines a
    new method of providing support for universal service in rural, high cost
    areas of the state. A decision is anticipated during 1997. The amounts paid
    to these pools are considered part of the cost of providing access service
    to inter-exchange carriers and are included in the rates charged to them.

16. FAIR VALUE OF FINANCIAL INSTRUMENTS

    The carrying amount of cash and cash equivalents approximates fair value due
    to the short maturity of the instruments. The fair value of the Company's
    long-term debt, after deducting current maturities, is estimated to be
    $7,460,000 at December 31, 1996, compared to a carrying value of $7,000,000.
    The fair value estimates were based on rates currently available from debt
    instruments with similar terms and maturities. The fair value of all other
    financial instruments is estimated by management to approximate the carrying
    value.

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Board of Directors                            February 6, 1997
Warwick Valley Telephone Company

P.O. Box 592
Warwick, New York 10990
Independent auditor's report

We have audited the accompanying consolidated balance sheets of Warwick Valley
Telephone Company as of December 31, 1996 and 1995, and the related consolidated
statements of income, stockholders' equity, and cash flows for each of the three
years in the period ended December 31, 1996. These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Warwick Valley
Telephone Company as of December 31, 1996 and 1995, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 1996, in conformity with generally accepted accounting principles.

Bush & Germain, P.C.
Syracuse, New York
February 6, 1997

                                      -24-


BOARD OF DIRECTORS AND OFFICERS

(page of photos)

Philip S. Demarest        Howard Conklin, Jr.          Earl V. Barry
Board Director,           Chairman of the Board of     Board Director,
Vice President,           the Company, Chairman of     Retired, Former Vice
Secretary & Treasurer of  the Board, Conklin &         President of the
the Company               Strong, Inc., Warwick, N.Y.  Company

Henry L. Nielsen, Jr.     Fred M. Knipp                Victor J. Marotta
Vice Chairman of the      Board Director,              Board Director,
Board of the Company,     President & C.E.O. of         Director of Tri-States
President,  Nielsen       the Company                  Tankers of New
Construction Co., Inc.,                                of New York, Inc.
Warwick, N.Y.                                          Andover, N.J.

Wisner H. Buckbee        Joseph E. DeLuca, M.D.        Corinna S. Lewis
Board Director,          Board Director,               Board Director,
President, Wisner        Physician, Vernon Urgent      Retired Public
Farms, Inc.,             Care Center, Vernon, N.J.     Relations Consultant
Warwick, N.Y.

Herbert Gareiss, Jr.
Vice President of
the Company

                                     -25-



PERFORMANCE HIGHLIGHTS



For years ended or at
 December 31,                     1996        1995        1994          1993          1992

SELECTED FINANCIAL DATA

                                                                            
Total revenues *              $17,946,698  $14,969,872  $13,570,409   $11,817,981  $10,949,082
Telephone operating revenues   15,161,873   13,315,940   12,277,948    11,162,239   10,377,034
Total expenses *               12,406,565   11,022,037   10,165,019     8,351,512    7,692,276
Telephone operating expenses    9,761,435    9,217,733    8,850,222     7,931,025    7,290,612
Net income                      3,095,481    2,153,372    1,749,450     1,642,639    1,401,753
Total assets                   30,243,580   29,418,023   27,657,579    25,792,681   23,010,828
Current assets                  5,777,625    5,975,482    4,690,034     5,324,625    4,330,829
Current liabilities             3,723,691    4,720,240    3,801,653     2,663,442    4,373,441
Long-term obligations           7,000,000    7,000,000    7,370,000     7,490,000    3,610,000
Percentage of debt to
  total capital                     31.96        36.07         38.3          37.6         31.2
Shareholders' equity           16,710,548   14,744,212   13,499,242    12,636,317   11,859,847

COMMON STOCK DATA

Income applicable to
  common stock                  3,070,481   2,128,372     1,724,450     1,617,639     1,376,753

Income per share                     4.94        3.45          2.82          2.66          2.27
Book value                          26.07       23.06         21.23         19.96         18.70
Cash dividends per
  common share                       1.95        1.74          1.68          1.64          1.60
Shareholders of record                612         607           591           590           584
Shares outstanding                621,697     617,584       612,248       607,301       607,491
GENERAL

Access lines in service           23,719       22,132        21,126        20,312        19,514
Carrier access minutes       150,708,737  134,534,480   125,081,670   115,645,770    88,039,170

  * Including cellular shown as part of nonoperating income (expenses) on
statement of income.


CONCERNING THE COMPANY'S COMMON STOCK

      Although private sales are made by holders of the Company's common stock
from time to time, there is no established public trading market for the
Company's common stock, and the Company is unable to say whether one will
develop. At March 1, 1997, there were 612 holders of the Company's common stock.

     The Company has paid consecutive cash dividends on its common stock
quarterly since April 1, 1931 and semi-annually from July 1, 1907 until December
31, 1930. The practice of the Company has been to reinvest a substantial portion
of its earnings in its capital plant. While the present intention of the Board
of Directors is to continue declaring cash dividends, future dividends will
necessarily depend on the Company's earnings, capital requirements, developments
in the telephone industry and general economic conditions, among other factors.
In 1995, the Company paid a dividend on its common stock of $1.74 per share. In
1996, the common stock dividend paid was $1.95 per share.

                                     -26-