March 31, 2006

Via Facsimile (914) 833-1068 and U.S. Mail

Lawrence J. Goldstein
SMP Asset Management, LLC
1865 Palmer Avenue
Larchmont, NY 10538

Re:	Warwick Valley Telephone Company
Preliminary Proxy Statement on Schedule 14A
Filed March 23, 2006 by Lawrence J. Goldstein
File Number 0-11174

Dear Mr. Goldstein:

      We have the following comments on your filing.

Schedule 14A
1. It has come to our attention that Warwick Valley Telephone has
asserted that your notice of nomination of candidates for the
board
of directors has not been made in a timely manner under the
company`s
bylaws and that, as a result, you will not be able to nominate any
persons at the company meeting scheduled for April 28, 2006.  In
this
respect, please tell us how you plan to use any proxies you
receive
pursuant to your proxy solicitation.
Letter to Shareholders
2. It appears that security holders who follow the instructions
included in these materials will be disenfranchised insofar as
they
will not be permitted to vote on any matters (other than the
election
of directors) that may be proposed by the company.  Revise to
indicate that by executing and returning the green proxy card,
security holders will relinquish the opportunity to vote on other
matters to be voted upon at the annual meeting that the company
may
propose in its proxy statement.  Alternatively, revise the form of
proxy to mirror the company`s form of proxy when filed.
3. In your proxy statement you refer security holders to
information
that you are required to provide and will be contained in the
company`s proxy statement for the 2006 Annual Meeting.  We presume
that you are relying upon Rule 14a-5(c) to refer to this
information;
if so, please note that we believe that reliance upon Rule 14a-
5(c)
before the company distributes the information to security holders
would be inappropriate.  Alternatively, if you determine to
disseminate your proxy statement prior to the distribution of the
company`s proxy statement, you must undertake to provide the
omitted
information to security holders.  Please advise as to your intent
in
this regard.
4. Please revise the cover page of your Schedule 14A to include as
filing persons each of your nominees.  Further, revise the proxy
statement to clearly identify the participants in the
solicitation,
including your nominees.  In this regard, what consideration was
given to whether any of your partners, Santa Monica Partners,
L.P.,
Santa Monica Partners II, L.P. or Santa Monica Partners
Opportunity
Fund, L.P. are participants in the solicitation?

Cover page
5. Please revise the cover page of your proxy statement and the
form
of proxy to clearly identify it as being preliminary.  See Rule
14a-
6(e)(1) of Regulation 14A.
6. Item 1(b) of Schedule 14A requires that the date on which the
proxy statement and form of proxy are first sent or given to
security
holders be included in the first page of the proxy statement.
Please
revise.
7. Please advise us as to the delivery method you intend to use
for
your proxy statement.

Proposal 1: Election of Directors
8. Please confirm that none of the participants in your proxy
solicitation have purchased or sold any securities of Warwick
Valley
Telephone within the past two years.  Refer to Item 5(b)(1)(vi) of
Schedule 14A.  If any participant has purchased or sold securities
within the past two years, please disclose the date of each
transaction and the amount purchased or sold on that date.
9. Please provide the information required by Item 5(b)(1)(viii)
and
(xii) of Schedule 14A.
10. Please revise the disclosure relating to Mr. Pike being
promoted
to a position in June 2006 as that date has not yet occurred.
11. Please explain the meaning of the terms "ILEC" and "CLEC"
included in the disclosure relating to Mr. Saulnier.

The Solicitation
12. Please disclose your total expenditures to date in connection
with your solicitation of security holders.  Refer to Item 4(b)(4)
of
Schedule 14A.
13. We note in the third paragraph of this section that you refer
security holders to read your proxy statement.  Given that this is
your proxy statement, please revise the reference or explain.

Form of Proxy
14. Please tell us your basis for including the acknowledgment of
receipt of the proxy statement and revocation of prior proxies
included in the penultimate sentence of the last paragraph of your
form of proxy.

Closing Comments

	Please amend the preliminary proxy statement in response to
these comments.  Clearly and precisely mark the changes to the
preliminary proxy statement effected by the amendment, as required
by
Rule 14a-6(h) and Rule 310 of Regulation S-T.  We may have further
comments upon receipt of your amendment; therefore, please allow
adequate time after the filing of the amendment for further staff
review.

      You should furnish a response letter with the amendment
keying
your responses to our comment letter and providing any
supplemental
information we have requested.  You should transmit the letter via
EDGAR under the label "CORRESP."  In the event that you believe
that
compliance with any of the above comments is inappropriate,
provide a
basis for such belief to the staff in the response letter.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the filing persons are in possession
of
all facts relating to their disclosure, they are responsible for
the
accuracy and adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the filing persons acknowledging
that:

* the filing persons are responsible for the adequacy and accuracy
of
the disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the filing persons may not assert staff comments as a defense in
any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      Please direct any questions to me at (202) 551-3619.  You
may
also contact me via facsimile at (202) 772-9203.  Please send all
correspondence to us at the following ZIP code: 20549-3628.

						Sincerely,



						Daniel F. Duchovny
						Special Counsel
						Office of Mergers and Acquisitions


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Lawrence J. Goldstein
SMP Asset Management, LLC
March 31, 2006
Page 1




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3628

         DIVISION OF
CORPORATION FINANCE