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SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12.

Warwick Valley Telephone Company
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

XXXXXXXXXXXXXXXX
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)

Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies: .......

(2) Aggregate number of securities to which transaction applies: ..........

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined): ............

(4) Proposed maximum aggregate value of transaction: ......................

(5) Total fee paid: .......................................................

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid: ...............................................

(2) Form, Schedule or Registration Statement No.: .........................

(3) Filing Party: .........................................................

(4) Date Filed: ...........................................................

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2
WARWICK VALLEY TELEPHONE COMPANY
47 MAIN STREET
WARWICK, NEW YORK 10990

- --------------------------------------------------------------------------------
NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS
- --------------------------------------------------------------------------------

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Warwick
Valley Telephone Company will be held at 2:00 p.m., local time, on Friday, April
27, 2001, at the Lycian Center at 1351 Kings Highway, Sugarloaf, New York, for
the following purposes:

I. To fix the number of Directors at ten until the next Annual Meeting;

II. To elect three Directors in Class II;

III. To approve the selection of auditors for the year ending December 31,
2001; and

IV. To transact such other business as may properly be brought before the
Meeting or any adjournment thereof.

The holders of the Common Stock of the Company of record at the close of
business on March 31,2001 will be entitled to vote on each of the above matters.

By the order of the Board of Directors
Barbara Barber, Secretary
April 6, 2001

IMPORTANT

You are cordially invited to attend the meeting in person.

Even if you plan to be present, you are urged to SIGN, DATE, AND MAIL the
enclosed proxy promptly.

If you attend the meeting, you can vote either in person or by your proxy. All
shares represented by valid proxies received prior to the meeting, pursuant to
this solicitation, and not revoked before they are exercised, will be voted.

3
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
WARWICK VALLEY TELEPHONE COMPANY

April 6, 2001

This statement is furnished in connection with a solicitation of proxies by
the Board of Directors of Warwick Valley Telephone Company (the "Company"), 47
Main Street, Warwick, New York 10990, to be used at the Annual Meeting of
Shareholders of the Company to be held at 2:00 p.m., local time, on Friday,
April 27, 2001, at the Lycian Center at 1351 Kings Highway, Sugarloaf, New York,
and at any adjournment thereof, for the purposes set forth in the foregoing
notice of meeting. Properly executed proxies received in time for the meeting
will be voted in the manner set forth herein unless specifically otherwise
directed by the shareholder, in which case they will be voted as directed. If
the enclosed form of proxy is executed and returned, it may nevertheless be
revoked at any time by delivering notice of revocation or a duly executed proxy
bearing a later date to the Secretary of the Company before the proxy is voted.

At the close of business on March 31, 2001, the Company had outstanding
1,803,282 shares of Common Stock, without par value (the "Common Stock"), and
the then holders of record thereof will be entitled to one vote for each share
so held by them on each of the matters to be considered at the meeting or any
adjournments thereof.

Pursuant to the Company's By-Laws, the election of any director requires an
affirmative vote of a plurality and all other matters submitted require a
majority of the votes of the Company's Common Stock represented at the Annual
Meeting in person or by proxy and entitled to vote and voting on that proposal.
Votes cast by proxy or in person at the Annual Meeting will be counted by the
persons appointed by the Company to act as tellers for the meeting. The tellers
will treat shares represented by proxies that reflect abstentions as shares that
are present and entitled to vote for purposes of determining the presence of
quorum. The tellers will treat "broker non-votes" (i.e., shares held by brokers
or nominees as to which instructions have not been received from the beneficial
owners or persons entitled to vote and with respect to which broker or nominee
does not have discretionary power to vote on a particular matter) as if the
broker never voted.

The Annual Report to Shareholders for the fiscal year ended December 31,
2000, including financial statements, was mailed together with this Proxy
Statement to all shareholders. Such report is not a part of the proxy soliciting
material. THE COMPANY WILL FURNISH WITHOUT CHARGE TO ANY OF ITS SHAREHOLDERS,
UPON SUCH SHAREHOLDER'S WRITTEN REQUEST, A COPY OF THE COMPANY'S ANNUAL REPORT
TO THE SECURITIES AND EXCHANGE COMMISSION ON FORM 10-K, INCLUDING THE FINANCIAL
STATEMENTS AND FINANCIAL STATEMENT SCHEDULES, BUT WITHOUT THE OTHER EXHIBITS
ATTACHED THERETO. REQUESTS FOR SUCH COPIES SHOULD BE DIRECTED TO: BARBARA
BARBER, WARWICK VALLEY TELEPHONE COMPANY, 47 MAIN STREET, WARWICK, NEW YORK
10990.

The Company will bear the cost of solicitation of proxies. In addition to
the use of the mails, proxies may be solicited by officers, directors and
regular employees of the Company personally, by telephone or telegraph. The
approximate date on which this proxy statement and accompanying form of proxy
are first being sent to shareholders is April 6, 2001.

ELECTION OF DIRECTORS

The Company's By-Laws provide that the Board of Directors of the Company
shall be divided into three classes of at least three Directors each. Such
classes are designated "Class I", "Class II" and "Class III". The Directors in
each Class are elected in alternating years for three-year terms. At this Annual
Meeting, the number of Directors will be fixed at ten until the next Annual
Meeting, and three Directors will be elected to Class II for terms which will
last until the 2004 Annual Meeting of Shareholders (and until their respective
successors shall have been elected and qualified).

It is the intention of the persons named in the enclosed form of proxy to
vote each proxy for the election of each of the nominees named below unless such
authority is withheld:

CLASS II

WISNER H. BUCKBEE
DR. JOSEPH E. DELUCA
FRED M. KNIPP

All of the foregoing nominees are presently serving as Directors of the
Company, and their terms as such expire upon the election of Directors at this
Annual Meeting.

If any of the nominees shall be unable to serve, the proxy may be voted
with the discretionary authority for a substitute chosen by the Board of
Directors. The Company has no reason to believe that any nominee will be unable
to serve.

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4

INFORMATION ABOUT DIRECTORS AND NOMINEES FOR ELECTION AS DIRECTOR

NAME, AGE AND OTHER POSITION, PERIOD SERVED AS DIRECTOR AND
IF ANY, WITH THE COMPANY PAST BUSINESS EXPERIENCE

- --------------------------------------------------------------------------------
NOMINEES FOR CLASS II
(TERM WILL EXPIRE 2004)

Wisner H. Buckbee, 64........................Chairman of The Board since
Chairman of the Board January, 2001; President of
Wisner Farms, Inc., an
operating dairy farm,
since before 1996.

Joseph E. DeLuca, M.D., 50...................Physician, Vernon Urgent Care
Center, Vernon, N.J., since
before 1996.

Fred M. Knipp, 70............................President from 1988 until
retiring in January 2000;
President and Director of
Warwick Valley Mobile
Telephone Company,Inc., Warwick
Valley Long Company, Inc., Warwick
Valley Networks, Inc., and Hometown
Online, Inc., from prior to
1996 until January 2000.

DIRECTORS WHOSE TERMS HAVE NOT EXPIRED
(ELECTED IN 1999 AND 2000)

Howard Conklin, Jr., 73......................Director since 1965 (Class I:
current term expires in
2003; Chairman of the Board since
1988 until 2001; Chairman of the
Board of Conklin & Strong, Inc., a
retail lumber and building
materials company located in
Warwick, N.Y., from prior to 1996
until 1998.

Philip S. Demarest, 64.......................Director since 1964 (Class III:
current term expires in 2002);
retired since 1998; Vice President,
Secretary and Treasurer of the
Company from prior to 1996 until
1998; Secretary and Director of
Warwick Valley Mobile Telephone
Company, Inc., Warwick Valley Long
Distance Company, Inc., and Warwick
Valley Networks, Inc., and Hometown
Online, Inc., from prior to 1996
until 1998.

Robert J. DeValentino, 57....................Director since 1998 (Class I:
current term expires in 2003);
Executive Director of the Horton
Healthcare Foundation since 1998;
District Manager for Citizens
Telecommunications in Middletown,
N.Y., from prior to 1996 until
1998.

Herbert Gareiss, Jr.,55......................Director since 1998 (Class III:
Vice President current term expires in 2002);
Assistant Secretary and Assistant
Treasurer of the Company since 1980
until 1990; Vice President since
1990; Vice President and Director
of Warwick Valley Mobile Telephone
Company, Inc., Warwick Valley Long
Distance Company, Inc., Warwick
Valley Networks, Inc. and Hometown
Online, Inc., since before 1996.

Corinna S. Lewis, 62.........................Director since 1994 (Class III:
current term expires in 2002):
retired public relations
consultant.

Henry L. Nielsen, Jr., 74....................Director since 1984 (Class I:
Vice Chairman of the Board current term expires in 2003); Vice
Chairman of the Board since 1992;
President of Nielsen Construction
Company, Inc., a heavy construction
and earth-moving company located in
Warwick, N.Y., since before 1996.

M. Lynn Pike, 54.............................Director since 2000 (Class I:
President current term expires in 2003);
President of the Company since
January 2000; General Manager of
Geneseo Telephone Company and Chief
Operating Officer of Illinois PCS
in Geneseo, Ill., from 1996 until
January 2000; Managing Director for
United Telecom International in
Budapest, Hungary prior to 1996.

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5

THE BOARD OF DIRECTORS AND BOARD COMMITTEES

The Board of Directors held twelve regular meetings in 2000. The Company
has standing Audit, Officers' Compensation, and Nominating Committees of the
Board of Directors. Each Director attended 75% or more of the combined total of
meetings of the Board of Directors and the Committees on which he or she served
in 2000.

The Audit Committee held two meetings in 2000. Director DeValentino is
Chairman of the Committee and Directors Buckbee, Conklin, DeLuca, Lewis and
Nielsen are members. The Audit Committee's duties and responsibilities include
recommending to the Board the engagement of the independent auditors, approving
the plan and scope of the audit and the fee before the audit begins and,
following the audit, reviewing the results and the independent auditors'
comments on the Company's system of internal accounting controls with the
independent auditors. The Committee also advises the Board as to the
implementation of recommendations which have been made pursuant to suggestions
of the independent auditors.

In carrying out these functions, the Audit Committee represents the Board
in discharging its responsibility of oversight, but the existence of the
Committee does not alter the traditional roles and responsibilities of the
Company's management and the independent auditors with respect to the accounting
and control functions and financial statement presentation.

The Officers' Compensation Committee held three meetings in 2000.
Director Knipp is Chairman of the Committee and Directors Buckbee, Conklin,
DeLuca, Demarest, DeValentino, Lewis and Nielsen are members. The Committee
makes specific salary recommendations to the Board concerning officers of the
Company and reviews salaries of other management personnel.

The Nominating Committee held two meetings in 2000. Director Demarest
is Chairman and Directors Gareiss and Lewis are members. The Nominating
Committee recommends to the Board the names of Directors to be recommended for
election or re-election by the shareholders at the Annual Meeting. The
Nominating Committee is not precluded from considering written recommendations
for nominees from shareholders. For the 2002 Annual Meeting, such
recommendations, together with a description of the proposed nominee's
qualifications and other relevant biographical information, are to be sent to
the Secretary of the Company not later than December 17, 2001.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the beneficial ownership information as of
March 31, 2001 regarding each Director, nominee for Director and officer and all
Directors, nominees and officers as a group, with respect to each class of the
Company's outstanding equity securities. Holders of shares of the Company's 5%
Series Preferred Shares, $100 par value (5% Preferred), are not entitled to vote
those shares at the Annual Meeting for which this Proxy statement has been
prepared.

AMOUNT AND NATURE
NAME OF OF BENEFICIAL PERCENT
TITLE OF CLASS BENEFICIAL OWNER OWNERSHIP (SHARES) OF CLASS
- --------------------------------------------------------------------------------

Common Stock Barbara Barber 6,064 0.34%
Common Stock Wisner H. Buckbee 6,114 0.34%
5% Preferred Wisner H. Buckbee 20 0.40%
Common Stock Howard Conklin, Jr. 9,720(1) 0.54%
Common Stock Joseph E. DeLuca 1,700(1) 0.09%
Common Stock Philip S. Demarest 9,606 0.53%
5% Preferred Philip S. Demarest 10 0.20%
Common Stock Robert J. DeValentino 500 0.03%
Common Stock Herbert Gareiss, Jr. 14,924(1),(2),(3) 0.83%
Common Stock Bonnie Jackowitz 4,713 0.26%
Common Stock Fred M. Knipp 14,957(1) 0.83%
5% Preferred Fred M. Knipp 85 1.70%
Common Stock Corinna S. Lewis 2,408 0.13%
5% Preferred Corinna S. Lewis 15 0.30%
Common Stock Dorinda M. Masker 1,224(1),(2) 0.07%
Common Stock Henry L. Nielsen, Jr. 300 0.02%
Common Stock M. Lynn Pike 533 0.03%
Common Stock Brenda A. Schadt 6,190 0.34%
5% Preferred Brenda A. Schadt 5 0.10%
Common Stock Colleen Shannon 2,197 0.12%
5% Preferred Colleen Shannon 2 0.04%
Common Stock Robert A. Sieczek 3,394(3) 0.19%

All Directors, nominees for Director and officers as a group:

TOTAL COMMON STOCK.......84,544 4.69% of the class
TOTAL 5% PREFERRED..........137 2.74% of the class
- --------------------------------------------------------------------------------

(1) Includes shares held by spouse.
(2) Includes shares held in trust for children.
(3) Includes shares which may be voted pursuant to power of attorney.

3
6

As of March 31, 2001, the only holders of more than 5% of the
Company's Common Stock known to the Company were Mr. Earl V. Barry,
Warwick, New York 10990, who holds 120,340 shares (6.67%) and Orange County
Trust Company, 75 North Street, Middletown, New York 10940, which holds 121,900
shares (6.76%) as trustee or custodian. The Trust Company has sole power to vote
and dispose of all 121,900 shares.

EXECUTIVE COMPENSATION

The following table sets forth all compensation paid by the Company during
the last three fiscal years to each executive officer.

SUMMARY COMPENSATION TABLE

NAME AND OTHER ANNUAL
PRINCIPAL POSITION YEAR SALARY($)* COMPENSATION**
- --------------------------------------------------------------------------------

M. Lynn Pike 2000 $182,596.07 $17,668.01
President and Director
(Hired January 3, 2000)

Herbert Gareiss, Jr. 2000 $145,442.23 $18,621.15
Vice President and Director 1999 $133,576.70 $11,850.14
1998 $123,615.20 $ 7,526.74

Larry Drake 2000 $138,615.29 $10,942,88
Vice President 1999 $136,538.40 $10,755.12
(Hired on August 24, 1998) 1998 $ 49,250.00 $ 1,989.87

Brenda A. Schadt 2000 $113,557.65 $ 5,807.46
Vice President 1999 $ 94,461.49 $ 4,812.72
(Promoted September 1, 1999

*Includes one week's salary as annual bonus for the years 2000, 1999 and 1998.

**Directors' fees, where applicable, Company match of 401K contributions and
Company-paid life insurance premiums.

Directors of the Company receive $450, and the Chairman receives $675, for each
regular or special meeting of the Board which they attend. Directors who are not
employees of the Company also receive $225 for each committee meeting.

- -----------------REPORT OF OFFICERS' COMPENSATION COMMITTEE---------------------
April 5, 2000

COMPENSATION PHILOSOPHY AND POLICY

We believe that a compensation program should offer performance-based
compensation to the Company's employees and reward employees whose results
enable the Company to achieve its vision. The executive compensation program is
designed to measure and enhance executive performance.

The Company's executive compensation program has two components:
- Base Salary
- Annual Bonus

These components are designed to provide incentives and motivate key
executives whose efforts and job performance will enhance the strategic
well-being of the Company and maximize value to its shareholders. The program is
also structured to attract and retain the highest caliber executives.

The executive compensation program compensates the individual executive
officers based on the Company's consolidated performance and the individual's
contribution. The program is designed to be competitive with compensation
programs offered by comparable employers.

Public information concerning salaries paid by companies in the
telecommunications and related industries is used to determine what a comparable
firm would consider an appropriate performance-based compensation package for
its executives.

BASE SALARY

The salaries of the executive officers, including Mr. Pike, were determined
based on the executive's performance and an analysis of base salaries paid
executive officers having similar responsibilities in other companies. The level
of Mr. Pike's base salary was also based upon a subjective assessment of his
individual performance and responsibilities as well as overall corporate
performance as measured by actual earnings per share, cash flow and growth of
the business. The performance of other executive officers is measured similarly,
but the criteria used to determine their compensation is based more on their
individual responsibilities. No relative weights are attributed to any specific
measurement factors.

4
7

ANNUAL BONUS

The Company's annual bonus plan is designed to reward all Company employees
on the basis of consolidated corporate results during the past year. Employees
including officers may be entitled to a cash bonus of up to one week's salary
based on the change in consolidated corporate earnings for the current year as
compared to the immediate previous year.

Wisner H. Buckbee, Chairman Robert J. DeValentino
Howard Conklin, Jr. Fred M. Knipp
Dr. Joseph E. DeLuca Corinna S. Lewis
Philip S. Demarest Henry L. Nielsen, Jr.

REPORT OF THE AUDIT COMMITTEE TO SHAREHOLDERS

The following report of the Audit Committee of the Board of Directors (the
"Audit Committee") required by the rules of the SEC to be included in this proxy
statement shall not be deemed incorporated by reference by any statement
incorporating this proxy statement by reference into any filing under the
Securities Act or the Exchange Act, except to the extent that the Company
specifically incorporates this information by reference, and shall not otherwise
be deemed filed under either such Act.

The Audit Committee is comprised of six members of the Company's Board of
Directors, each of whom is independent pursuant to the New York Stock Exchange's
listing standards. The duties and responsibilities of the Audit Committee are
set forth in the Audit Committee Charter, included as Appendix A to this Proxy
Statement. The Audit Committee, among other things, recommends to the Board: (a)
that the audited financial statements be included in the Company's Annual Report
on Form 10-K and (b) the selection of the independent auditors to audit the
books and records of the Company.

The Audit Committee has: (a) reviewed and discussed the Company's audited
financial statements for the fiscal year ended December 31, 2000 with the
Company's management and with Bush & Germain, the Company's independent
auditors; (b) discussed with the Company's independent auditors the matters
required to be discussed by SAS 61 (Codification for Statements on Auditing
Standards); and received and discussed the written disclosures and the letter
from the Company's independent auditors required by Independence Standards Board
Statement No. 1 (Independent Discussions with Audit Committee). Based on such
review and discussions with management and the independent auditors, the Audit
Committee recommended to the Board of Directors that the audited financial
statements be included in the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 2000 for filing with the SEC.

Robert J. DeValentino, Chariman Dr. Joseph E. DeLuca
Wisner H. Buckbee Corinna S. Lewis
Howard Conklin, Jr. Henry L. Nielsen, Jr.

PERFORMANCE GRAPH

This graph shows, as a percentage, the Company's cumulative total
shareholder return, assuming reinvestment of dividends, against the Russell
2000, a widely regarded stock market index representing 2000 small cap companies
whose average market capitalization is $255 million. A variety of factors may be
used in order to assess a corporation's performance. This Performance Graph,
which reflects the Company's total return against the Russell 2000, reflects one
such method. For the period from January 1, 1996 through December 31, 1997 the
shareholder return values for the Company included in the graph are based on a
valuation prepared annually for the Company by an independent appraisal firm in
connection with the Company's 401K Plans including the Savings Plan for
Management Employees discussed later in this proxy statement. The values for
year end 1998, 1999 and 2000 was established by using the NASDAQ closing price
on the last day in December on which the Company's common stock traded, which
was December 16, 1998, December 29, 1999 and December 26, 2000.

[GRAPH]

ANNUAL PERCENTAGE CHANGE IN
CUMULATIVE SHAREHOLDER RETURN

1996 1997 1998 1999 2000
---- ---- ---- ---- ----

Index 16.53 42.43 39.26 68.98 64.08

WVTC 26.21 59.82 126.58 174.82 147.55

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8

COMPENSATION COMMITTEE INTERLOCKS AND
INSIDER PARTICIPATION IN COMPENSATION DECISIONS

The members of the Officers' Compensation Committee at the end of the last
completed fiscal year were Mr. Buckbee, Mr. Conklin, Dr. DeLuca, Mr. Demarest,
Mr. DeValentino, Mr. Knipp, Mrs. Lewis and Mr. Nielsen. None of these persons
were, during 2000, an officer or employee of the Company or any of its
subsidiaries. Mr. Demarest and Mr. Knipp are former officers and employees of
the Company, having retired in 1998 and January 3, 2000, respectively.

The full Board of Directors accepted the recommendation of the Officers'
Compensation Committee concerning all officers' compensation. Mr. Pike and Mr.
Gareiss are Directors of the Company and, during 2000 participated in those
deliberations of the Company's Board of Directors in which the Board accepted
the Officers' Compensation Committee's recommendations concerning executive
officer compensation. Mr. Pike and Mr. Gareiss are not members of the Officers'
Compensation Committee. No executive officer of the Company has, during 2000 or
previously, served as a director or member of the compensation committee of any
other entity that has an executive officer who serves or has served either as a
member of the Officers' Compensation Committee or as a member of the Board of
Directors of the Company.

The Company's Management Retirement Plan (the "Plan") covers all management
employees over the age of 21 who have completed one year of eligible service.
The Plan benefits are fully vested after five years of service. Normal
retirement under the plan is at age 60. An employee's accumulated monthly
retirement benefit equals either: (1) 2-1/2% times years of service times
average monthly earnings (maximum benefit not to exceed the lesser of 25% of
average monthly earnings on a monthly basis or $10,800 annually); or (2) 1%
times years of service times average monthly earnings. Retirement benefits for
employees hired prior to December 1, 1985 are determined by using the
calculation that results in the highest amount. Retirement benefits for
employees hired on or after December 1, 1985 are calculated by using the second
method. One year of benefit service has been credited to Lynn Pike, twenty years
of benefit services are currently credited to Herbert Gareiss, Jr., two years of
benefit service are currently credited to Larry Drake and thirty-eight years of
benefit service are currently credited to Brenda A. Schadt. Average monthly
earnings equal the highest average earnings per month during any three
consecutive twelve-month periods within the last ten twelve-month periods
immediately preceding retirement. The Plan does not provide for any deductions
for social security benefits received.

Annual benefits payable at age 60 to Plan participants are illustrated in
the following Table:

AVERAGE ANNUAL SALARY
DURING HIGHEST PAID
PERIOD OF THREE ANNUAL RETIREMENT BENEFITS
CONSECUTIVE YEARS YEARS OF BENEFIT SERVICE
- --------------------------------------------------------------------------------
5 10 15 20 30
----- ------ ------ ------ -------

$ 110,000 5,500 11,000 16,500 22,000 33,000
$ 130,000 6,500 13,000 19,500 26,000 39,000
$ 150,000 7,500 15,000 22,500 30,000 45,000
$ 170,000 8,500 17,000 25,500 34,000 51,000
$ 190,000 9,500 19,000 28,500 38,000 57,000
$ 210,000 10,500 21,000 31,500 42,000 63,000
$ 230,000 11,500 23,000 34,500 46,000 69,000
$ 250,000 12,500 25,000 37,500 50,000 75,000

The Company's Savings Plan for Management Employees (the "Savings Plan")
covers all active management employees of the Company. Eligible employees are
permitted to make contributions of up to 15% of their total compensation before
taxes, up to a statutory maximum ($10,500 in 2000), to a choice of predefined
funds maintained by the trustee of the Savings Plan. Eligible employees may
apply accumulated contributions towards the purchase of shares of the Company's
common stock. The common stock is acquired in brokerage transactions at the
market price as of the transaction date. The Company has agreed to make matching
contributions of one dollar for every dollar contributed by a management
employee, up to a maximum Company contribution of 9% (8% in 2000) of total
compensation. Participants are fully vested in the Company's contributions to
their Savings Plan accounts immediately. The trustee of the Plan is the Charles
Schwab Trust Company.

6
9
AUDITORS' FEES

Audit Fees: For professional services rendered in connection with the audit
of the Company's annual financial statements for 2000 and reviews of the
financial statements included in the Company's Quarterly Reports on Form 10-Q
for 2000, Bush and Germain billed the Company fees in the aggregate amount of
$38,600.

All Other Fees: For professional services other than those described above
rendered for 2000, Bush and Germain billed the Company fees in the aggregate
amount of $6,000.

The Audit Committee has considered whether the provision of services
described above and "ALL OTHER FEES" is compatible with maintaining the
independence of Bush and Germain.

CERTAIN TRANSACTIONS WITH DIRECTORS

During 1999 and 2000, the Company paid a total of $225,031.00 and
$225,860.00, respectively, to John W. Sanford & Son, Inc., of which Corinna
S. Lewis, a Director of the Company, is a director and shareholder. These
amounts were paid as premiums on property, liability and workers' compensation
insurance policies maintained by the Company. The management of the Company
believes that the transactions with John W. Sanford & Son, Inc. are on terms
as favorable as those available from unaffiliated third parties.

APPROVAL OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS

The Board of Directors, upon recommendation of its Audit Committee, has
appointed the firm of Bush & Germain as independent public accountants for the
Company for the year 2001. Shareholder approval of this appointment is
requested. In the event a majority of the votes cast are against approval, the
Board of Directors will reconsider the appointment. A representative of Bush &
Germain is not expected to attend the Annual Meeting.

OTHER MATTERS WHICH MAY COME BEFORE THE MEETING

The Board of Directors knows of no other matters which are likely to be
brought before the Annual Meeting. However, if any other matter should properly
come before this Annual Meeting it is the intention of the persons named in the
enclosed proxy to vote in accordance with their judgment on such matter.

SHAREHOLDER PROPOSALS

Shareholders are entitled to submit proposals on matters appropriate for
shareholder action consistent with the regulations of the Securities and
Exchange Commission. If a shareholder intends to present a proposal at next
year's Annual Meeting of Shareholders, the proposal must be received by the
Secretary of the Company (at 47 Main Street, Warwick, New York 10990) not later
than December 17, 2001 in order to be included in the Company's proxy statement
and form of proxy relating to that Meeting. Under the rules of the Securities
and Exchange Commission, shareholders submitting such proposals are required to
have held shares of the Company's Common Stock amounting to at least $2,000 in
market value or one percent of the Common Stock outstanding for at least one
year prior to the date on which such proposals are submitted. Furthermore, such
shareholders must continue to own at least that amount of the Company's Common
Stock through the date on which the Annual Meeting is held.

Rule 14a-4 of the Securities and Exchange Commission's proxy rules allows
a company to exercise discretionary voting authority to vote on matters coming
before an annual meeting of shareholders if the company does not have notice of
the matter at least 45 days before the date corresponding to the date on which
the company first mailed its proxy materials for the prior year's annual meeting
of shareholders or the date specified by an advance notice provision in the
company's by-laws. The By-Laws of Warwick Valley Telephone Company do not
contain an advance notice provision. The date by which shareholders must have
submitted their proposals for the Company's 2002 Annual Meeting of Shareholders
for purposes of Rule 14a-4 is February 1, 2002.

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AUDIT COMMITTEE CHARTER (APPENDIX A)

ORGANIZATION:

The Audit Committee of the Board of Directors shall be composed of
Directors who are independent of the management of the corporation and
are free of any relationship that, in the opinion of the Board of
Directors, would interfere with their exercise of independent judgement
as an Audit Committee member.

MEMBERSHIP:

The membership of the Audit Committee shall consist of at least five
independent members of the Board of Directors who shall serve at the
pleasure of the Board of Directors. Audit Committee members and the
Committee Chairman shall be designated by the full Board of Directors.

STATEMENT OF POLICY:

The Audit Committee shall provide assistance to the Corporate Directors
in fulfilling their responsibility to the shareholders, potential
shareholders and investment community relating to corporate accounting,
reporting practices of the corporation, and the quality and integrity of
the financial reports of the corporation. In so doing, it is the
responsibility of the Audit Committee to maintain free and open means of
communication between the directors, the independent auditors and the
financial management of the corporation.

RESPONSIBILITIES:

In carrying out its responsibilities, the Audit Committee believes its
policies and procedures should remain flexible, in order to best react to
changing conditions and to ensure to the directors and shareholders that
the corporate accounting and reporting practice of the corporation are in
accordance with all requirements and are of the highest quality.

IN CARRYING OUT THESE RESPONSIBILITIES THE AUDIT COMMITTEE WILL:

Recommend to the Board of Directors the independent auditors, to be
nominated, approve the compensation of the independent auditors, and
review and approve the discharge of the independent auditors.

Meet with the independent auditors and financial management of the
corporation to review the scope of the proposed audit for the current
year and the audit procedures to be utilized, and the conclusion thereof
review such audit, including any comments or recommendations of the
independent auditors.

The Audit Committee will provide sufficient opportunity for the
independent auditors to meet with the members of the Audit Committee
without members of management present.

REVIEW WITH AUDITORS AT THE COMPLETION OF THE ANNUAL EXAMINATION:

(a) The company's annual financial statement and related footnotes.

(b) The independent accountant's audit of the financial statements
and his or her report thereon.

(d) Any serious difficulties or disputes with management encountered
during the course of the audit.

(e) Other matters related to the conduct of the audit which are to be
communicated to the committee under generally accepted auditing
standards.

(f) Any difficulties encountered in the course of the audits,
including any restrictions on the scope of the work or access to
required information.

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CONSIDER AND REVIEW WITH MANAGEMENT:

(a) Significant findings and recommendations of the auditors during
the year and management's responses thereto.

(b) Any changes required in the planned scope of the company's audit
plan.

Review filings with the SEC and other published documents containing the
company's financial statements and consider whether the information contained in
these documents is consistent with the information contained in the financial
statements.

Inquire of management and the independent auditor about significant risks or
exposures and assess the steps management has taken to minimize such risk to the
company.

Submit the minutes of all meetings of the Audit Committee to, or discuss the
matters discussed at each committee meeting with, the Board of Directors.

The duties and responsibilities of a member of the Audit Committee are in
addition to those duties set out for members of the Board of Directors.

The Audit Committee will perform such other functions as assigned by law, the
company's charter or by-laws, or the Board of Directors.

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- Please Detach and Mail in the Envelope Provided -

A [X] Please mark your
votes as in this
example.

FOR all WITHHOLD THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL THE RESOLUTIONS.
nominees AUTHORITY
listed at to vote
right (except for all
as marked nominees FOR AGAINST ABSTAIN
to the listed at NOMINEES: I. PROPOSAL TO FIX THE [ ] [ ] [ ]
contrary) right NUMBER OF DIRECTORS
AT TEN until the
II. ELECTION Wisner H. Buckbee Company's next Annual
OF [ ] [ ] Dr. Joseph E. DeLuca meeting.
DIRECTORS: Fred M. Knipp
III. PROPOSAL TO APPROVE
THE APPOINTMENT OF
INSTRUCTION: To withhold authority to vote OF BUSH AND GERMAIN, [ ] [ ] [ ]
for any individual nominee, strike a line PC as the independent
through the nominee's name in the list public accountants of
at right. the Company for the
year ending December
31,2001.

IV. In their discretion, the Proxies are authorized
to vote upon such other business as may properly
come before the Annual Meeting.

Signature_________________________________________________________WITNESS my hand this _____day of _________, 2001

NOTE: Please sign exactly as name appears heron. When shares are held by joint
tenants both should sign. When signing as an attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by president or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.