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 )  January 25, 2011

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):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01Other Events

On January 25, 2011, FairPoint Communications, Inc. issued a press release entitled “FairPoint Communications Stock Begins Trading on Nasdaq” (the “Press Release”).  A copy of the Press Release is furnished as exhibit 99.1 to this Current Report on Form 8-K.

The information contained in this Item 8.01 disclosure is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of such section.  The information contained in this Item 8.01 disclosure shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.

Item 9.01Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
99.1	Press Release, dated January 25, 2011

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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/ Ajay Sabherwal
	Name:	Ajay Sabherwal
	Title:	Executive Vice President and Chief Financial Officer

Date: January 25, 2011

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

News Release

Media Contact:

Rose Cummings

704.602.7304

rcummings@fairpoint.com

Investor Relations Contact:

Lee Newitt

866.377.3747

investorrelations@fairpoint.com

FAIRPOINT COMMUNICATIONS STOCK BEGINS TRADING ON NASDAQ

Charlotte, N.C. (January 25, 2011) — FairPoint Communications, Inc. (NASDAQ: FRP) (FairPoint or the Company), a provider of communications services, today announced that shares of its common stock have begun trading on the Nasdaq Stock Market under the ticker symbol FRP.

“Today’s Nasdaq listing marks the culmination of the recent financial restructuring process,” said Paul H. Sunu, CEO of FairPoint.

On January 24, 2011, FairPoint emerged from Chapter 11 bankruptcy protection with a considerably deleveraged balance sheet.  As of the emergence date, the Company had approximately $1.0 billion of debt outstanding and approximately 26.3 million shares outstanding (including shares held in reserve for certain pre-petition claims).

FairPoint will continue to use Bank of New York Mellon as the transfer agent for its common stock.  Questions for the transfer agent should be directed to Bank of New York Mellon Shareowner Services at 1-877-295-8608.

About FairPoint

FairPoint Communications, Inc. is a 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 NASDAQ under the ticker symbol FRP.  Learn more at www.fairpoint.com.

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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 reports FairPoint files with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended. These factors should be considered carefully and reade rs 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.

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