425

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 )        September 24, 2007

	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):

[X] 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 September 24, 2007, FairPoint Communications, Inc. (the “Company”) issued a press release entitled “PAETEC Supports Approval of Proposed FairPoint Communications Acquisition of Verizon’s Wireline Operations in Maine, New Hampshire and Vermont” (the “First Press Release”). The First Press Release is being furnished by being attached hereto as Exhibit 99.1.

Also on September 24, 2007, the Company issued a press release entitled “Virginia, Illinois Commissions Approve FairPoint Communications’ Proposed Acquisition of Verizon’s Wireline Operations in Maine, New Hampshire and Vermont” (the “Second Press Release”). The Second Press Release is being furnished by being attached hereto as Exhibit 99.2.

The Company has filed, and the Securities and Exchange Commission (“SEC”) has declared effective, a registration statement in connection with the Company’s proposed merger (the “Merger”) with Northern New England Spinco Inc. (“Spinco”), a subsidiary of Verizon Communications Inc. (“Verizon”), pursuant to the Agreement and Plan of Merger, dated as of January 15, 2007, by and among the Company, Verizon and Spinco, as amended by Amendment No. 1 to Agreement and Plan of Merger, dated as of April 20, 2007, Amendment No. 2 to Agreement and Plan of Merger, dated as of June 28, 2007, and Amendment No. 3 to Agreement and Plan of Merger, dated as of July 3, 2007, in each case, by and among the Company, Verizon and Spinco.  The Company urges investors to read this document and other materials filed and to be filed by the Company relating to the Merger because they contain and will contain important information.  Investors may obtain free copies of the registration statement, as well as other filed documents containing information about the Company and the Merger, at www.sec.gov, the SEC’s website.  Investors may also obtain free copies of these documents and the Company’s other SEC filings at www.fairpoint.com under the Investor Relations section, or by written request to FairPoint Communications, Inc., 521 E. Morehead Street, Suite 250, Charlotte, NC 28202, Attention: Investor Relations.

This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.  No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Item 9.01                      Financial Statements and Exhibits.

(c) Exhibits
Exhibit Number	Description
99.1	Press Release, dated September 24, 2007
99.2	Press Release, dated September 24, 2007

The information in Item 8.01 of 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 Item 8.01 of this Current Report, including the exhibits attached hereto, 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:  September 24, 2007

EX-99.1

Exhibit 99.1

MEDIA CONTACTS:	Pam Joy
	(207) 642-7337
	pjoy@fairpoint.com
	Connie Gemmer
	(207) 774-2458, x 102
	connie@bartongingold.com

PAETEC SUPPORTS APPROVAL OF FAIRPOINT COMMUNCATIONS PROPOSED ACQUISITION OF VERIZON’S WIRELINE OPERATIONS IN MAINE, NEW HAMPSHIRE AND VERMONT

CHARLOTTE, NC (September 24, 2007)– FairPoint Communications, Inc. (NYSE: FRP)(“FairPoint”)today announced that PAETEC has filed its support of the approval of the proposed acquisition by FairPoint of Verizon’s wireline operations in Maine, New Hampshire and Vermont.  PAETEC is a provider of a comprehensive suite of IP, voice, data and Internet services, as well as enterprise communications management software, network security solutions, CPE and managed services.

PAETEC had petitioned the New Hampshire Public Utilities Commission to intervene in FairPoint and Verizon’s joint application seeking approval of the merger between FairPoint and Verizon’s operations in Maine, New Hampshire and Vermont.  However, PAETEC has now withdrawn as an intervenor and supports approval of the merger transaction.

PAETEC has stated that FairPoint has cooperated with PAETEC in resolving the parties’ differences; PAETEC is satisfied that FairPoint will continue to provide it with wholesale services in New Hampshire on at least as favorable terms to PAETEC as Verizon has been providing prior to the merger; and that PAETEC supports approval of the merger by the New Hampshire Public Utilities Commission.  Further, in stating that its participation in this proceeding is no longer necessary, it requested that all prefiled testimony in New Hampshire be withdrawn.

“PAETEC joins a growing list of telecommunications companies that have expressed their support for the acquisition and we will continue to seek settlements with other intervenors.  We remain confident that we will receive all necessary approvals for the transaction,” said Gene Johnson, chairman and CEO of FairPoint.

In January FairPoint submitted its application for approval of the acquisition of Verizon’s wireline operations in Maine, New Hampshire and Vermont. The petitions are currently being reviewed by the Public Utilities Commissions of Maine and New Hampshire, and the Public Service Board of Vermont, as well as by the Federal Communications Commission (FCC).

About FairPoint

FairPoint is a leading provider of communications services to rural and small urban 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 and small urban communities. Today, FairPoint owns and operates 30 local exchange companies located in 18 states offering an array of services, including local and long distance voice, data, Internet and broadband offerings. FairPoint is traded on the New York Stock Exchange under the symbol "FRP".

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 Annual Report on Form 10-K 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.

FairPoint has filed, and the SEC has declared effective, a registration statement in connection with the proposed merger.  FairPoint urges investors to read these documents and other materials filed and to be filed by FairPoint relating to the proposed merger because they contain and will contain important information.  Investors can obtain copies of the registration statement, as well as other filed documents containing information about FairPoint and the proposed merger, at www.sec.gov, the SEC’s website.  Investors may also obtain free copies of these documents and FairPoint’s other SEC filings at www.fairpoint.com under the Investor Relations section, or by written request to FairPoint Communications, Inc., 521 E. Morehead Street, Suite 250, Charlotte, NC  28202, Attention:  Investor Relations.

This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.  No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

###

EX-99.2

Exhibit 99.2

MEDIA CONTACTS:	Pam Joy
	(207) 642-7337
	pjoy@fairpoint.com
	Connie Gemmer
	(207) 774-2458, x 102
	connie@bartongingold.com

VIRGINIA AND ILLINOIS COMMISSIONS APPROVE FAIRPOINT COMMUNCATIONS’ PROPOSED ACQUISITION OF VERIZON’S WIRELINE OPERATIONS IN MAINE, NEW HAMPSHIRE AND VERMONT

CHARLOTTE, NC (Sept. 24, 2007)– FairPoint Communications, Inc. (NYSE: FRP)(“FairPoint”)today announced it has received approval from the Virginia State Corporation Commission and the Illinois Commerce Commission for its proposed acquisition of Verizon’s wireline operations in Maine, New Hampshire and Vermont.  The commissions were required to review the proposed transaction due to FairPoint’s presence as a telephone and broadband provider in both states.

In its approval, the Virginia commission noted that the transaction would neither impair nor jeopardize the provision of adequate service to the Virginia public at just and reasonable rates.

The approval from the Illinois Commerce Commission also found that the transaction would not diminish the ability of FairPoint’s existing Illinois operations to provide adequate, reliable, efficient, safe and least-cost public utility service.

“We are extremely gratified to learn that both states approved the consummation of our transaction with Verizon,” said Gene Johnson, chairman and CEO of FairPoint. “We continue to believe that a larger organization, with improved economies of scale, will benefit all of our customers and specifically those in northern New England.”

In January FairPoint submitted its applications for approval of the acquisition of Verizon’s wireline operations in Maine, New Hampshire and Vermont. The petitions are currently being reviewed by the Public Utilities Commissions of Maine and New Hampshire, and the Public Service Board of Vermont, as well as by the Federal Communications Commission (FCC).

About FairPoint

FairPoint is a leading provider of communications services to rural and small urban 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 and small urban communities. Today, FairPoint owns and operates 30 local exchange companies located in 18 states offering an array of services, including local and long distance voice, data, Internet and broadband offerings. FairPoint is traded on the New York Stock Exchange under the symbol "FRP".

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 Annual Report on Form 10-K 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.

FairPoint has filed, and the SEC has declared effective, a registration statement in connection with the proposed merger.  FairPoint urges investors to read these documents and other materials filed and to be filed by FairPoint relating to the proposed merger because they contain and will contain important information.  Investors can obtain copies of the registration statement, as well as other filed documents containing information about FairPoint and the proposed merger, at www.sec.gov, the SEC’s website.  Investors may also obtain free copies of these documents and FairPoint’s other SEC filings at www.fairpoint.com under the Investor Relations section, or by written request to FairPoint Communications, Inc., 521 E. Morehead Street, Suite 250, Charlotte, NC  28202, Attention:  Investor Relations.

This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.  No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

###