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

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

                                    FORM 10/A

                                 AMENDMENT NO. 2

                   GENERAL FORM FOR REGISTRATION OF SECURITIES
               PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES
                              EXCHANGE ACT OF 1934


                        WARWICK VALLEY TELEPHONE COMPANY
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


                 NEW YORK                                14-1160510
 (STATE OF INCORPORATION OR ORGANIZATION)              (IRS EMPLOYER
                                                   IDENTIFICATION NUMBER)

     47 MAIN STREET, WARWICK, NEW YORK                     10990
 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                (ZIP CODE)


       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (845) 986-8080

        SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

                                      None

        SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:


                    COMMON SHARES, PAR VALUE $0.01 PER SHARE
          -----------------------------------------------------------
                                (TITLE OF CLASS)

This Amendment No. 2 amends the description of the Registrant's Common Shares in
the Registration Statement previously filed on Form 10 on April 29, 1983, as
previously amended on March 20, 1992, to (i) reflect certain changes in the
common stock of the Registrant and (ii) describe the Common Shares in plain
English.



Item 11.      Description of Registrant's Securities To Be Registered.
              -------------------------------------------------------

         GENERAL

         The following is a summary description of the Common Shares of Warwick
Valley Telephone Company. This description is not complete, and you can find
more information about our Common Shares in our Restated Certificate of
Incorporation, our By-laws and the laws of the State of New York.

         Our Restated Certificate of Incorporation authorizes us to issue
20,000,000 shares of stock, classified as follows:

         -    10,000,000 Common Shares, par value $0.01 per share;

         -    10,000,000 Preferred Shares, par value $0.01 per share; and

         -    5,000 Preferred Shares, par value $100.00 per share, known as the
              5% Series Preferred Shares.

         DIVIDEND RIGHTS

         Subject to the prior rights of any holders of Preferred Shares, holders
of Common Shares are entitled to receive cash and other dividends pro rata on a
per share basis if and when our Board of Directors declares dividends.

         VOTING RIGHTS

         Our Common Shares have one vote per share. We may not amend certain
provisions of our Restated Certificate of Incorporation relating to Common
Shares without the affirmative vote of a majority of the outstanding Common
Shares. Holders of our Common Shares do not have cumulative voting rights.

         RESTRICTIONS ON TRANSFERS

         We have not placed any restrictions on the transfer of our Common
Shares.

         CONVERSION RIGHTS

         Our Common Shares have no conversion rights.

         LIQUIDATION

         In the event of our liquidation, dissolution or winding up, the holders
of our Common Shares, subject to the prior rights of any holders of Preferred
Shares, will share equally in our net assets available for distribution to
holders of Common Shares.

         OTHER RIGHTS

         Our Common Shares are not liable to further calls or assessment.
Holders of our Common Shares do not have any preemptive rights to subscribe for
or purchase any additional securities that we issue. Our Common Shares are not
subject to redemption and do not have any sinking fund provisions.


         EFFECTS ON OUR COMMON STOCK IF WE ISSUE PREFERRED STOCK

         Our Preferred Shares and our 5% Series Preferred Shares are not
registered pursuant to Section 12 of the Securities Act of 1934, as amended. We
are furnishing the information below concerning these Preferred Shares only to
explain the extent to which the rights of holders of Preferred Shares may limit
the rights of holders of our Common Shares.

         Our Board of Directors has the authority, without shareholder approval,
to issue up to 10,000,000 shares of our Preferred Shares, par value $0.01 per
share, in one or more series, and up to 5,000 shares of our 5% Series Preferred
Shares. All of the 5% Series Preferred Shares have already been issued. Except
for certain terms of the 5% Series Preferred Shares, as set forth in our
Restated Certificate of Incorporation, our Board of Directors also has the
authority to determine the terms of each series of Preferred Shares within the
limits of our Restated Certificate of Incorporation and the laws of the State of
New York. These terms include the number of shares in each series, terms of
redemption, liquidation preferences, dividend rights, voting rights, sinking
fund and conversion rights.

         Our Restated Certificate of Incorporation sets forth certain terms of
our 5% Series Preferred Shares, including terms of redemption, liquidation
preferences, dividend rights and voting rights. Holders of our 5% Series
Preferred Shares are entitled to a cumulative aggregate annual dividend of
$5.00, payable quarterly, before holders of Common Shares may receive any
dividends. In the case of a liquidation or dissolution, the holders of our 5%
Series Preferred Shares are entitled to receive the par value of their shares
plus all accrued and unpaid dividends before any amount may be paid to holders
of Common Shares. Holders of our 5% Series Preferred Shares have no voting
power, unless they have not been paid dividends on six consecutive quarterly
payment dates. Until a default on the payment of dividends has been cured, the
holders of 5% Series Preferred Shares will then be entitled to one vote per
share on all matters on which the holders of Common Shares are entitled to vote,
and, voting separately as a class together with the holders of any other series
of Preferred Shares, they will be entitled to elect a majority of the Board of
Directors. We may redeem the 5% Series Preferred Shares, upon thirty days
notice, on any dividend payment date for $100.00 plus the amount of all unpaid
accrued dividends.

         If we issue any Preferred Shares other than the 5% Series Preferred
Shares, it may negatively affect the holders of our Common Shares. These
possible negative effects include diluting the voting power of our Common Shares
and affecting the market price of our Common Shares. In addition, the issuance
of Preferred Shares may delay or prevent a change in control of Warwick Valley
Telephone Company.

         There are no shares of our Preferred Shares currently outstanding other
than the 5,000 shares of our 5% Series Preferred Shares.

             PROVISIONS OF OUR RESTATED CERTIFICATE OF INCORPORATION
                                   AND BY-LAWS
                 THAT COULD DELAY OR PREVENT A CHANGE IN CONTROL

         Certain provisions of our Restated Certificate of Incorporation and
By-laws may discourage or delay unsolicited acquisitions or changes in control
of Warwick Valley Telephone Company that you might consider to be in your best
interest, including an attempt to obtain payment of a premium over the market
price for your shares.

         PROVISIONS RELATING TO OUR BOARD OF DIRECTORS

                  Classified Board of Directors
                  -----------------------------

         We have divided the members of our Board of Directors into three
classes. Each class may have no fewer than three members and serves staggered
three-year terms. As a result, shareholders may elect only approximately
one-third of our directors each year at the annual meeting of shareholders. Our
Board of Directors believes that being classified will help to assure its
continuity and stability, as well as the continuity and stability of our
business strategies and policies as determined by the Board.

         These classified board provisions may have the effect of discouraging a
third party from making a tender offer or otherwise attempting to obtain control
over us, even though an attempt may be beneficial to both shareholders and us.
In addition, the classified board provisions may delay shareholders from
removing a majority of the Board of Directors for two years if shareholders do
not like their policies.

                  Number of Directors; Removal; Filling Vacancies
                  -----------------------------------------------

         Our Board of Directors may consist of three to twelve members, with the
actual number established at the annual meeting of shareholders.

         A director elected by the Board of Directors holds office until the
next election of the class for which he has been chosen and until his successor
is elected and qualified. A director may be removed by shareholders, but only
for cause and only by the affirmative vote of the holders of a majority of our
outstanding voting stock entitled to vote for the election of directors.

               Directors' Duties in the Event of a Potential Change of Control
               ---------------------------------------------------------------

         In certain situations which may lead to a change of control of the
Company, the New York Business Corporation Law and our Restated Certificate of
Incorporation allow our directors to consider not only the price or other
consideration being offered for our stock or assets, but also the financial and
managerial resources and future prospect of the offer or, the possible effects
on our business and on our ratepayers, other customers, employees, suppliers and
creditors and the possible effects on the communities in which our facilities
are located. In making such an evaluation, our directors are presumed to be
acting in accordance with their duties, in good faith and in the best interests
of the Company.


         AMENDMENT OF OUR RESTATED CERTIFICATE OF INCORPORATION

          Our Restated Certificate of Incorporation requires the affirmative
vote of the holders of at least 70% of the voting power of the shares entitled
to vote upon all questions upon which the holders of Common Shares are entitled
to vote in order to amend certain provisions, including provisions relating to
business combinations with interested shareholders and provisions relating to
the voting requirements for mergers, combinations and sales of all or
substantially all of our assets.

         AMENDMENT OF OUR BY-LAWS

          Amendment of our By-laws relating to the election of directors in
three classes and the term for which the directors hold office requires the
affirmative vote of the holders of at least 70% of the voting power of the
shares entitled to vote for the election of directors.

         MEETINGS OF SHAREHOLDERS

                  No Cumulative Voting
                  --------------------

         Our Restated Certificate of Incorporation does not provide for
cumulative voting.

                  Special Meetings of Shareholders
                  --------------------------------

         Our By-laws permit the President or our Board of Directors to call
special meetings of our shareholders. Our By-laws require the President to call
a special meeting of our shareholders upon the written request of shareholders
who hold at least 25% of the outstanding shares entitled to vote on the proposal
or proposals to come before the special meeting.

                  Advance Notice Requirements
                  ---------------------------

         Our By-laws provide that for a shareholder to nominate a director or
submit any business before an annual meeting of shareholders, the shareholder
must give written notice to our Secretary not less than 120 days before the
first anniversary date of our proxy statement for the last annual meeting of
shareholders. If the date of the applicable annual meeting has been changed by
more than 30 days from the date contemplated at the time of the previous year's
proxy statement, notice must be received no later than the close of business on
the 10th day after notice of the date of the annual meeting was mailed or
publicly disclosed. We also have certain requirements for the form and substance
of a shareholder's notice, which can be found in our By-laws. These provisions
may preclude some shareholders from making nominations for directors or from
bringing other matters before the shareholders at a meeting.

                  Action by Written Consent of Our Shareholders
                  ---------------------------------------------

         Under New York law, our shareholders may take action by written consent
in lieu of a meeting if the written consent is signed by every shareholder.

         SUPERMAJORITY VOTE FOR CERTAIN TRANSACTIONS

         Our Restated Certificate of Incorporation provides that the affirmative
vote of holders of 70% of the combined voting power of our issued and
outstanding Common Shares and any other issued and outstanding shares entitled
to vote is required to approve any merger or consolidation,



other than a merger into the Company of one or more subsidiaries where we own at
least 90% of the subsidiary's stock, or to approve the sale of all or
substantially all of the assets of the Company.

         LIMITATION ON LIABILITY

         Our Restated Certificate of Incorporation provides that the liability
of our Board of Directors is limited to the extent permitted by New York law.
Because of these limitations on liability, our shareholders should not be
successful in suing one of our directors for money unless the shareholder can
show the director committed an offense for which New York law provides no
protection. The limitation on liability does not affect our directors' liability
in the following situations:

          -    if a final judgment establishes that they acted in bad faith;

          -    if their actions involved intentional misconduct or a knowing
               violation of law;

          -    if they gained a profit or advantage to which they were not
               entitled;

          -    if they declared an improper dividend;

          -    if they caused the Company to illegally repurchase its shares;

          -    if they improperly made payments when carrying out the
               dissolution of the Company; or

          -    if they made illegal loans to themselves;

         The limitation of our directors' liability may discourage or deter
shareholders or management from suing directors for a breach of their fiduciary
duties, even though an action, if successful, might otherwise have benefited us
or our shareholders.

         INDEMNIFICATION

         Our By-laws provide for the indemnification of our directors and
officers to the fullest extent permitted by the New York Business Corporation
Law. Generally, this requires us to indemnify our directors and officers for all
attorney's fees, judgments, fines, settlements and other expenses incurred in
connection with pending or threatened legal proceedings because of our
director's or officer's position with us or another entity that the director or
officer serves at our request, subject to certain conditions.

     RESTATED CERTIFICATE OF INCORPORATION PROVISIONS RELATING TO BUSINESS
                   COMBINATIONS WITH INTERESTED SHAREHOLDERS

         Our Restated Certificate of Incorporation contains certain provisions
restricting business combinations with interested shareholders, which are
summarized below. Generally, an interested shareholder is a shareholder or an
affiliate of the Company who owns, directly or indirectly, more than 10% of the
combined voting power of our voting stock.

         Under the Restated Certificate of Incorporation, the following business
combinations generally must be approved by the affirmative vote of holders of
70% of the combined voting power of our issued and outstanding Common Shares and
any other issued and outstanding



shares entitled to vote, and by the affirmative vote of two-thirds of the
combined voting power of the outstanding shares held by shareholders other than
the interested shareholder:

          -    a merger or consolidation with an interested shareholder or an
               affiliate of an interested shareholder;

          -    a sale, lease or similar disposition, to an interested
               shareholder or an affiliate of an interested shareholder, of
               assets of the Company having a fair market value of $1,000,000 or
               more;

          -    issuing or transferring securities of the Company or a subsidiary
               of the Company to an interested shareholder or an affiliate of an
               interested shareholder;

          -    adopting any plan to liquidate or dissolve the Company proposed
               by or on behalf of an interested shareholder or an affiliate of
               an interested shareholder; or

          -    any transaction involving the Company or a subsidiary of the
               Company which has the direct or indirect effect of increasing the
               proportionate share of the equity securities owned by an
               interested shareholder or an affiliate of an interested
               shareholder;

         These voting thresholds may not be required if a majority of
disinterested directors approve the business combination or if the Board
determines that the business combination is fair to the shareholders and the
Company, based on certain specific requirements in the Restated Certificate of
Incorporation.

         The Restated Certificate of Incorporation gives a majority of
disinterested directors the power to evaluate a business combination covered by
these provisions, including determining whether a person is an interested
shareholder or an affiliate of an interested shareholder and whether the
fairness requirements have been met.



                                   SIGNATURES


Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Registrant has duly caused this amendment to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                             WARWICK VALLEY TELEPHONE COMPANY


Date: June 24, 2004                          By:  /s/Herbert Gareiss, Jr.
                                                  -----------------------
                                                   Name: Herbert Gareiss, Jr.
                                                   Title:  Vice President