8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549	OMB APPROVAL
	OMB Number:    3235-0060 Expires:      March 31, 2006 Estimated average burden hours per response.....28.00

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, 2006

FairPoint Communications, Inc.

(Exact name of registrant as specified in its charter)

Delaware	333-56365	13-3725229
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer 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.)

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):

|_|  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

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

Item 1.01 – Entry into a Material Definitive Agreement

FairPoint Communications, Inc. (the “Company”) entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Local Exchange Company LLC (“Local”), Cass County Telephone Company Limited Partnership (“Cass”) and LEC Long Distance, Inc. (together with Local and Cass, the “Sellers”), dated as of December 14, 2005. The Purchase Agreement was executed and delivered by the Sellers in early January 2006. Pursuant to the terms of the Purchase Agreement, the Company agreed to purchase certain assets of the Sellers for $33 million in cash, subject to customary purchase price adjustments. The Sellers’ operations serve approximately 8,600 access line equivalents (voice access lines and high speed data lines, which include digital subscriber lines, wireless broadband and cable modem). The operations are located in both Missouri and Kansas. The acquisition is expected to close during the second quarter of 2006, subject to regulatory approvals.

Item 7.01 – Regulation FD Disclosure

On January 25, 2006, the Company issued a press release (the “Press Release”) announcing its entry into the Purchase Agreement. A copy of the press release is being furnished by being attached hereto as Exhibit 99.1.

Item 9.01 – Financial Statements and Exhibits

(c) Exhibits

Exhibit Number	Description
99.1	Press Release.

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/ John P. Crowley                            

Name:		John P. Crowley
Title:		Executive Vice President and
	Chief Financial Officer

Date: January 25, 2006

EX-99

Exhibit 99.1

FOR IMMEDIATE RELEASE

FAIRPOINT ANNOUNCES FIRST ACQUISITION OF 2006

CHARLOTTE, NC, January 25, 2006 - FairPoint Communications, Inc. (NYSE: FRP) announced today that it has agreed to purchase the assets of Cass County Telephone Company Limited Partnership for approximately $33 million in cash, subject to customary purchase price adjustments.

As of September 30, 2005, Cass County served approximately 8,600 access line equivalents, with DSL service available to roughly 90% of its access lines. The company is located 30 miles south of Kansas City, MO and has operations in both Missouri and Kansas.

“We are pleased with this transaction as we expect it to be immediately accretive to free cash flow and will improve FairPoint’s dividend payout ratio,” said Gene Johnson, FairPoint’s Chairman and CEO. “Additionally, we believe the deal meets our prerequisites for acquisitions including its rural nature, significant growth potential and limited exposure to cable modem competition.”

The acquisition is expected to close sometime in the second quarter of 2006 after regulatory approvals. This acquisition follows FairPoint’s purchase of Bentleyville Communications Corporation and Berkshire Telephone Corporation in 2005. These two companies combined served approximately 10,800 access line equivalents at close.

About FairPoint

FairPoint is a leading provider of communications services to rural communities across the country. 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 28 rural local exchange companies (RLECs) located in 17 states offering an array of services, including local and long distance voice, data, Internet and broadband offerings.

This press release may contain forward-looking statements that are not based on historical fact, including, without limitation, statements containing the words "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates" and similar expressions. 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, including, without limitation, the risks described in FairPoint’s most recent Annual Report on Form 10-K on file with the Securities and Exchange Commission. 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)

CONTACTS:	Investors - Brett Ellis, 866-377-3747; bellis@fairpoint.com or
	Media - Jennifer Sharpe, 704-227-3629; jsharpe@fairpoint.com

###