STATEMENT OF ELIGIBILITY UNDER THE
TRUST INDENTURE ACT OF 1939 OF A CORPORATION
DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE
PURSUANT TO SECTION 305(b)(2)

One Wall Street, New York, New York 10286
(Address of principal executive offices) (Zip Code)

The Bank of New York
10161 Centurion Parkway
Jacksonville, Florida 32256
Attn: Mr. Derek Kettel
(904) 998-4716
(Name, address and telephone number of agent for service)

FairPoint Communications, Inc.
(Exact name of obligor as specified in its charter)

521 East Morehead Street, Suite 250
Charlotte, North Carolina 28202
(704) 344-8150
(Address, zip code and telephone number of principal executive offices)

1.	General Information.
	Furnish the following information as to the trustee—
	(a)	Name and address of each examining or supervising authority to which it is subject.
		Superintendent of Banks of the State of New York 2 Rector Street New York, N.Y. 10006, and Albany, N.Y. 12203
		Federal Reserve Bank of New York 33 Liberty Plaza New York, N.Y. 10045
		Federal Deposit Insurance Corporation Washington, D.C. 20429
		New York Clearing House Association New York, N.Y. 10005
	(b)	Whether it is authorized to exercise corporate trust powers.
		Yes.
2.	Affiliations with Obligor.
	If the obligor is an affiliate of the trustee, describe each such affiliation.
	None.
3-15	Not Applicable
16.	List of Exhibits.
	Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R. 229.10(d).
	(1) A copy of the Organization Certificate of The Bank of New York (formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637.)
	(4) A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 33-31019.)
	(6) The consent of the Trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration No. 33-44051.)
	(7) A copy of the latest report of condition of the Trustee published pursuant to law or the requirements of its supervising or examining authority.

Pursuant to the requirements of the Act, the Trustee, The Bank of New York, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Jacksonville and the State of Florida, on the 3^rd day of June, 2004.

Pursuant to the requirements of Section 321(b) of the Trust Indenture Act of 1939, in connection with the proposed issuance of Fairpoint Communication, Inc. Notes, The Bank of New York hereby consents that reports of examinations by Federal, State, Territorial or District Authorities may be furnished by such authorities to the Securities and Exchange Commission upon request therefor.

Consolidated Report of Condition of
THE BANK OF NEW YORK
of One Wall Street, New York, N.Y. 10286

And Foreign and Domestic Subsidiaries, a member of the Federal Reserve System, at the close of business December 31, 2003, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

I, Thomas J. Mastro, Senior Vice President and Comptroller of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the Board of Governors of the Federal Reserve System and is true to the best of my knowledge and belief.

We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the Board of Governors of the Federal Reserve System and is true and correct.

			Dollar Amounts in Thousands
ASSETS
Cash and balances due from depository institutions:
	Noninterest-bearing balances and currency and coin		$	3,752,987
	Interest-bearing balances			7,153,561
Securities:
	Held-to-maturity securities			260,388
	Available-for-sale securities			21,587,862
Federal funds sold and securities purchased under agreements to resell:
	Federal funds sold in domestic offices			165,000
	Securities purchased under agreements to resell			2,804,315
Loans and lease financing receivables:
	Loans and leases held for sale			557,358
	Loans and leases, net of unearned income	36,255,119
	LESS: Allowance for loan and lease losses	664,233
	Loans and leases, net of unearned income and allowance and reserve			35,590,886
Trading assets				4,892,480
Premises and fixed assets (including capitalized leases)				926,789
Other real estate owned				409
Investments in unconsolidated subsidiaries and associated companies				277,788
Customers' liability to this bank on acceptances outstanding				144,025
Intangible assets
	Goodwill			2,635,322
	Other Intangible Assets			781,009
Other assets				7,727,722

Total assets			$	89,257,901

LIABILITIES
Deposits:
	In domestic offices		$	33,763,250
	Noninterest-bearing	14,511,050
	Interest-bearing	19,252,200
	In foreign offices, Edge and Agreement subsidiaries, and IBFs			22,980,400
	Noninterest-bearing	341,376
	Interest-bearing	22,639,024
Federal funds purchased and securities sold under agreements to repurchased:
	Federal funds purchased in domestic offices			545,681
	Securities sold under agreements to repurchase			695,658
Trading liabilities				2,338,897
Other borrowed money:
	(includes mortgage indebtedness and obligations under capitalized leases)			11,078,363
Bank's liability on acceptances executed and outstanding				145,615
Subordinated notes and debentures				2,408,665
Other liabilities				6,441,088

Total liabilities				80,397,617

Minority interest in consolidated subsidiaries				640,126

EQUITY CAPITAL
Common stock		1,135,284
Surplus		2,077,255
Retained earnings		4,955,319
Accumulated other comprehensive income		52,300
Other equity capital components		0

Total equity capital		8,220,158

Total liabilities and equity capital	$	89,257,901

Thomas A. Renyi	)
Gerald L. Hassell	)	Directors
Alan R. Griffith	)

		THE BANK OF NEW YORK
		By:	/s/ DEREK KETTEL Derek Kettel, Agent

		THE BANK OF NEW YORK
		By:	/s/ DEREK KETTEL Derek Kettel, Agent