8-K

                       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 4, 2003
                                                        ----------------



                         FAIRPOINT COMMUNICATIONS, INC.
                         ------------------------------
             (Exact Name of Registrant as specified in its charter)

        DELAWARE                       333-56365                 13-3725229
- ----------------------------        -----------------       --------------------
(State or other jurisdiction        (Commission File           (IRS Employer
   of incorporation)                    Number)              Identification No.)



      521 EAST MOREHEAD STREET, SUITE 250, CHARLOTTE, NORTH CAROLINA 28202
      --------------------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)



       Registrant's telephone number, including area code: (704) 344-8150
                                                          -----------------

                                       N/A
         --------------------------------------------------------------
         (Former name or former address, if changed since last report):



Item 5.    Other Events.

      On March 4, 2003, FairPoint Communications, Inc. issued the press release
attached hereto as exhibit 99.1.

Item 7.    Financial Statements and Exhibits

(c)   Exhibits

      *99.1     Press release issued March 4, 2003, entitled, "FairPoint
                Communications, Inc. Announces Pricing of Debt Offering."

- ---------
* Filed herewith.



                                   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.


                                      FAIRPOINT COMMUNICATIONS, INC.


                                      By: /s/ Walter E. Leach, Jr.
                                         --------------------------------------
                                         Name: Walter E. Leach, Jr.
                                         Title: Senior Vice President and
                                                Chief Financial Officer


Date: March 4, 2003

EX-99.1

                                                                    Exhibit 99.1

FAIRPOINT COMMUNICATIONS, INC.

FOR IMMEDIATE RELEASE

CONTACT: Timothy W. Henry
Telephone: (704) 227.3620
Email: Thenry@fairpoint.com

         FAIRPOINT COMMUNICATIONS, INC. ANNOUNCES PRICING OF DEBT OFFERING

CHARLOTTE, N.C. (March 4, 2003) - FairPoint Communications, Inc.
("FairPoint") announced that it has priced at par an offering of $225 million
principal amount of 11 7/8% Senior Notes due 2010, with interest payable
semi-annually in cash. The notes were offered within the United Stated only
to qualified institutional investors pursuant to Rule 144A under the
Securities Act of 1933 ("Securities Act").

FairPoint stated that most of the proceeds of the offering will be used to
repay a portion of its indebtedness under its credit facility and the
remainder will be used to consummate the  repurchase of certain shares of its
Series A Preferred Stock and a portion of its Senior Subordinated Notes.

The securities have not been registered under the Securities Act, or any
state securities laws, and unless so registered, may not be offered or sold
in the United States except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities
Act and applicable state securities laws.

This press release does not constitute an offer to sell or the solicitation of
an offer to buy any security and shall not constitute an offer, solicitation or
sale in any jurisdiction in which such offering would be unlawful.

About FairPoint

Headquartered in Charlotte, North Carolina, FairPoint is a leading provider of
telecommunications services in rural communities, offering an array of services
including local voice, long distance, data and Internet primarily to residential
customers. Incorporated in 1991, FairPoint's mission is to acquire and operate
telecommunications companies that set the standard of excellence for the
delivery of service to rural communities. Today, FairPoint owns and operates 29
rural exchange companies located in 18 states. FairPoint serves its customers
with more than 243,000 access lines.

Forward Looking Statements

The statements in this news release that are not historical facts are
forward-looking statements that are subject to material risks and uncertainties.
Investors are cautioned



that any such forward-looking statements are not guarantees of future
performance or results and involve risks and uncertainties, and that actual
results or developments may differ materially from those in the forward-looking
statements. These risks and uncertainties include, but are not limited to, risks
and uncertainties relating to economic conditions and trends, acquisitions and
divestitures, growth and expansion, telecommunication regulation, changes in
technology, product acceptance, the ability to construct, expand and upgrade its
services and facilities, and other risks discussed in the reports that the
Company files from time to time with the U.S. Securities and Exchange
Commission. The Company does not undertake to update any forward-looking
statements in this news release or with respect to matters described herein.

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