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 )					February 26, 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 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 7.01 Regulation FD

FairPoint Communications, Inc. (the “Company”) has announced that it expects to close the proposed merger (the “Merger”) with Northern New England Spinco Inc., a subsidiary of Verizon Communications Inc. (“Verizon”), on March 31, 2008. The Company expects that it will cut over from the systems provided by Verizon to its own systems in late September 2008, based on the expected closing date of the Merger, and thereafter will no longer require certain services under the Transition Services Agreement, entered into in connection with the Merger.

Item 8.01 – Other Events.

On February 26, 2008, the Company issued a press release entitled “FairPoint Communications Provides Update Regarding Its Acquisition of Verizon’s Wireline Operations in Maine, New Hampshire and Vermont” (the “Press Release”). The Press Release is being furnished by being attached hereto as Exhibit 99.1.

The Company has filed, and the Securities and Exchange Commission (“SEC”) has declared effective, a registration statement in connection with the Merger.  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 February 26, 2008

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:  February 26, 2008

EX-99.1

Exhibit 99.1

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

FAIRPOINT COMMUNICATIONS PROVIDES UPDATE REGARDING ITS
ACQUISITION OF VERIZON’S WIRELINE OPERATIONS IN MAINE, NEW
HAMPSHIRE AND VERMONT

CHARLOTTE, N.C. (February 26, 2008) – FairPoint Communications, Inc. (NYSE:FRP) today announced that subject to the satisfaction of certain conditions, it expects to consummate its merger (the ”Merger”) with Northern New England Spinco Inc. (“Spinco”), a subsidiary of Verizon Communications Inc. (“Verizon”), on March 31, 2008.  Spinco will hold specified assets and liabilities that are used in Verizon’s local exchange business and related activities in Maine, New Hampshire and Vermont.

Verizon today announced that its board of directors has established a record date of March 7, 2008 for the proposed spin-off of shares of Spinco common stock to Verizon stockholders, which Verizon expects, subject to the satisfaction of certain conditions, to occur on March 31, 2008.  The spin-off is anticipated to be followed immediately by the consummation of the Merger.

FairPoint has been advised by the New York Stock Exchange that beginning on or about March 5, 2008 and continuing through the anticipated closing date of the Merger, there will be two markets in FairPoint common stock on the NYSE:  a “regular way” market (trading under the symbol “FRP”) and a “when issued” market (trading under the symbol “FRP wi”).  If a Verizon stockholder sells shares of FairPoint common stock in the when issued market during this time, the stockholder will be selling his or her right to receive shares of Spinco common stock that will be converted into FairPoint common stock in the Merger.  Trades in the FairPoint when issued market will settle after the closing date of the Merger.  If the Merger is not completed, these trades will be cancelled.

Contingent on the closing of the Merger, FairPoint expects to pay a dividend on its common stock to stockholders of record on the business day immediately preceding the closing date of the Merger. Verizon stockholders who receive shares of FairPoint common stock in the Merger and purchasers of FairPoint common stock in the FairPoint when issued market will not be entitled to receive this dividend.

About FairPoint

FairPoint Communications, Inc. is an industry leading provider of communications services to rural and small urban communities across the country. Today, FairPoint owns and operates 30 local exchange companies in 18 states offering advanced communications with a personal touch including local and long

distance voice, data, Internet, video 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 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. 

FairPoint has filed, and the SEC has declared effective, a registration statement in connection with the proposed merger.  FairPoint urges investors to read this document 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.

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

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