8-K

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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 ) July 26, 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  8.01 Other Events.

On July 26, 2006, FairPoint Communications, Inc. (the “Company”) issued a press release entitled “FairPoint Completes Acquisition of Cass County Telephone Assets.” A copy of the press release is being furnished by being attached hereto as Exhibit 99.1.

On July 26, 2006, the Company issued a press release entitled “FairPoint Announces Agreement to Acquire Unite Communications.” A copy of the press release is being furnished by being attached hereto as Exhibit 99.2.

Item 9.01		Financial Statements and Exhibits.
	(c) Exhibits

Exhibit Number	Description
99.1 99.2	Press Release – FairPoint Completes Acquisition of Cass County Telephone Assets Press Release – FairPoint Announces Agreement to Acquire Unite Communications

The information in this Current Report, including the exhibits attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in this Current Report, including the exhibits, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing.

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: July 26, 2006

EX-99

Exhibit 99.1

FOR IMMEDIATE RELEASE

FAIRPOINT COMPLETES ACQUISITION OF

CASS COUNTY TELEPHONE ASSETS

CHARLOTTE, NC, July 26, 2006 - FairPoint Communications, Inc. (NYSE: FRP) announced today that it has completed the purchase of the assets of Cass County Telephone Company Limited Partnership and LEC Long Distance, Inc. (collectively, Cass County) for the purchase price of approximately $33.0 million, subject to adjustment.

Cass County provides telecommunications and Internet services to rural areas of Missouri and Kansas. Cass County has approximately 8,600 access line equivalents currently in operation, consisting of approximately 6,800 residential lines, 1,000 business lines and 800 high speed data (HSD) subscribers. Cass County also has HSD infrastructure which supports approximately 90% of its customers with a current penetration rate of approximately 11%.

This transaction supports FairPoint’s strategic objective of creating shareholder value through accretive acquisitions as the price paid for Cass County is less than 5.75 times the projected EBITDA from the acquired assets in the first full year of operation. FairPoint expects that the acquired assets will generate approximately $11 million in revenue in the first full year of operation. Additionally, the areas served by Cass County have experienced new home growth and FairPoint expects this trend to continue.

“The acquisition of Cass County is a clear example of our corporate vision in action,” said Gene Johnson, Chairman and CEO of FairPoint. “As such, we expect this transaction will be immediately accretive to free cash flow and will improve our dividend payout ratio. Furthermore, we are very excited about the prospect of offering new products and services to this customer base.”

Johnson continued, “Specifically, we believe the growth prospects in the areas served by Cass County and the relatively low HSD penetration will present excellent opportunities. Additionally, today’s transaction is in line with our strategy to focus on increasing shareholder value through a combination of organic and external growth. We are committed to pursuing opportunities that improve our cash available to pay dividends and enhance our operating position.”

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 29 rural local exchange companies (RLECs) located in 18 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.

Investor Contact: Brett Ellis (866) 377-3747, bellis@fairpoint.com

Media Contact: Jennifer Sharpe (704) 227-3629, jsharpe@fairpoint.com

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EX-99

Exhibit 99.2

FOR IMMEDIATE RELEASE

FAIRPOINT ANNOUNCES AGREEMENT TO

ACQUIRE UNITE COMMUNICATIONS

CHARLOTTE, NC, July 26, 2006 - FairPoint Communications, Inc. (NYSE: FRP) announced today that it has agreed to purchase Unite Communications Systems, Inc. (or Unite). The purchase price of this acquisition is expected to be approximately $10.8 million, subject to adjustment. The Unite transaction is expected to close in the third quarter of 2006.

Unite owns ExOp of Missouri, Inc., which is a facilities-based voice, data and video service provider located outside of Kansas City, Missouri. FairPoint believes this acquisition will complement its Cass County, Missouri asset acquisition. Unite serves approximately 4,200 access lines in Kearney and Platte City, Missouri, approximately 50 miles north of the Cass County service territory. Although classified as a CLEC, Unite owns 100% of its network and has no reliance on the incumbent LEC network in the areas it serves.

Unite’s current customer offerings include a video product which FairPoint expects to leverage in the Cass County service area as part of a triple-play bundle. Unite has experienced solid subscriber growth for its video product, and FairPoint believes that there is potential for future growth in the areas that Unite currently serves as well as in the Cass County service area.

“We look forward to serving the customers of Unite,” said Gene Johnson, FairPoint’s Chairman and CEO. “In addition to the growth prospects in the Unite service area, this acquisition will provide the opportunity to offer a triple-play bundle to our customers in the Cass County service area. Further, we expect this transaction to meet our core acquisition criteria. As such, we expect that the Unite acquisition will be accretive to free cash flow and will also improve our dividend payout ratio.”

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 29 rural local exchange companies (RLECs) located in 18 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.

Investor Contact: Brett Ellis (866) 377-3747, bellis@fairpoint.com

Media Contact: Jennifer Sharpe (704) 227-3629, jsharpe@fairpoint.com

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