UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________________

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 22, 2006

Warwick Valley Telephone Company

(Exact name of registrant as specified in its charter)

0-11174	14-1160510
(Commission File No.)	(I.R.S. Employer Identification No.)

New York
(State or other jurisdiction of incorporation or organization)

47 Main Street
Warwick, New York 10990
(845) 986-8080
(Address, including zip code, and telephone number,
including area code, of Registrant’s principal executive offices)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the obligation of the registrant under any of the following provisions:

o Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On March 20, 2006 Warwick Valley Telephone Company (the “Company”) received a letter from the Listing Qualification Department of the Nasdaq Stock Market. That letter notified the Company that, because of the resignation of Dr. Joseph DeLuca from his membership on the Company’s Board, the Company no longer complied with the requirements of Marketplace Rule 4350 because its Audit Committee had fewer than three members. The Company was granted until the earlier to occur of its next Annual Meeting or February 27, 2007 to cure this violation. A cure has already been effected by the appointment of a new three-member Audit Committee, consisting of Directors Philip Demarest (chairman), Corinna Lewis and Wisner Buckbee.

A press release regarding these matters has been issued by the Company, is attached to this Current Report as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits

99.1 Press Release entitled “Warwick Valley Telephone Receives Notification Letter from Nasdaq,” dated March 22, 2006.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	WARWICK VALLEY TELEPHONE COMPANY (Registrant)
Date: March 22, 2006	By:	/s/ Herbert Gareiss, Jr.
	Name:	Herbert Gareiss, Jr.
	Title:	President

Exhibit Index

Exhibit No.	Description
99.1	Press Release entitled “Warwick Valley Telephone Receives Notification Letter from Nasdaq,” dated March 22, 2006.