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