8-K

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 )  December 5, 2008

FairPoint Communications, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-32408	13-3725229
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
521 East Morehead Street, Suite 500, 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.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications 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 7.01Regulation FD Disclosure

On December 5, 2008, FairPoint Communications, Inc. (the “Company”) announced that its Board of Directors had declared a dividend of $0.2575 per share (the “Dividend”) on the Company’s common stock, par value $0.01 per share.  The Dividend is payable on January 16, 2009 to shareholders of record at the close of business on December 31, 2008.

Item 8.01Other Events

On December 5, 2008, the Company issued a press release announcing the Dividend.  A copy of the press release is being furnished by being attached hereto as Exhibit 99.1.

Item 9.01Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Description
99.1	Press Release, dated December 5, 2008

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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/ Alfred C. Giammarino
	Name:	Alfred C. Giammarino
	Title:	Executive Vice President and Chief
		Financial Officer

Date:  December 5, 2008

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Investor Contact:	Brett Ellis
	(866) 377-3747
	bellis@fairpoint.com
Media Contact:	Rose Cummings
	(704) 602-7304
	rcummings@fairpoint.com

FAIRPOINT COMMUNICATIONS DECLARES FOURTH QUARTER DIVIDEND

CHARLOTTE, N.C. (December 5, 2008) – FairPoint Communications, Inc. (NYSE: FRP) today announced that its Board of Directors has declared a quarterly dividend of $0.2575 per share on FairPoint’s common stock.  This dividend will be payable on January 16, 2009 to stockholders of record at the close of business on December 31, 2008.

Gene Johnson, chairman and CEO of FairPoint, stated “With this action, the Company has again demonstrated its commitment to enhancing stockholder value. The integration of the Northern New England acquisition remains on track and we are optimistic about the business opportunities of the Company and our ability to successfully execute on our long-term business plan.”

About FairPoint

FairPoint Communications, Inc. is an industry leading provider of communications services to communities across the country. Today, FairPoint owns and operates local exchange companies in 18 states offering advanced communications with a personal touch, including local and long distance voice, data, Internet, television and broadband services. FairPoint is traded on the New York Stock Exchange under the symbol FRP.  Learn more at www.fairpoint.com.

This press release may contain forward-looking statements by FairPoint that are not based on historical fact, including, without limitation, statements containing the words “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions and statements. Because these forward-looking statements involve known and unknown risks and uncertainties, there are important factors that could cause actual results, events or developments to differ materially from those expressed or implied by these forward-looking statements. Such factors include those risks described from time to time in FairPoint’s filings with the Securities and Exchange Commission (“SEC”), including, without limitation, the risks described in FairPoint’s most recent Quarterly Report on Form 10-Q on file with the SEC.  These factors should be considered carefully and readers are cautioned not to place undue reliance on such forward-looking statements.  All information is current as of the date this press release is issued, and FairPoint undertakes no duty to update this information.

Source: FairPoint Communications, Inc., www.fairpoint.com.

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