As filed with the Securities and Exchange Commission on February 14, 2005

                                                 Registration No. 333-__________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                 ---------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                ----------------

                         FAIRPOINT COMMUNICATIONS, INC.
             (Exact name of registrant as specified in its charter)

                     Delaware                          13-3725229
           (State or other jurisdiction of          (I.R.S. Employer
           incorporation or organization)           Identification No.)

                       521 East Morehead Street, Suite 250
                         Charlotte, North Carolina 28202
                     (Address of Principal Executive Office)


            FairPoint Communications, Inc. 2005 Stock Incentive Plan
  FairPoint Communications, Inc. (formerly MJD Communications, Inc.) 1995 Stock
                                  Option Plan
    FairPoint Communications, Inc. (formerly MJD Communications, Inc.) Stock
                                 Incentive Plan
     FairPoint Communications, Inc. Amended and Restated 2000 Employee Stock
                                 Incentive Plan
                            (Full title of the Plans)


                              Shirley J. Linn, Esq.
                    Senior Vice President and General Counsel
                         FairPoint Communications, Inc.
                       521 East Morehead Street, Suite 250
                         Charlotte, North Carolina 28202
                     (Name and address of agent for service)


                                 (704) 344-8150
         (Telephone number, including area code, for agent for service)


================================================================================


<PAGE>


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

==========================================================================================================

                                                    Proposed          Proposed
Title of                                            maximum           maximum              Amount of
securities to be                 Amount to be       offering price    aggregate offering   registration
registered                       registered         per unit          price                fee
-----------------------------    -----------------  ----------------- -------------------- -------------
<S>                                <C>                 <C>              <C>                 <C>
Common Stock, $0.01 par value        947,441(1)        $17.32(2)        $16,409,678(2)      $1,931.42(3)

Common Stock, $0.01 par value      1,215,701(4)        $15.21(5)        $18,490,812(5)      $2,176.37(3)


==========================================================================================================
</TABLE>

(1)            Consists of shares of Common Stock, par value $.01 per share
               ("Common Stock"), offered pursuant to the FairPoint
               Communications, Inc. 2005 Stock Incentive Plan (the "2005 Stock
               Plan"). Also includes such indeterminate number of additional
               shares of Common Stock as may be issuable pursuant to the
               recapitalization provisions under the 2005 Stock Plan which are
               hereby also registered.

(2)            Computed pursuant to Rule 457(h) solely for the purpose of
               determining the registration fee, based upon an assumed price of
               $17.32 per share, which was the average of the high and low
               prices of the Common Stock on February 11, 2005 as reported on
               the New York Stock Exchange.

(3)            A registration fee of $95,025 was previously paid in connection
               with the initial filing of the Company's Registration Statement
               on Form S-1 (Registration No. 333-113937) (the "Prior
               Registration Statement") on March 25, 2004. An additional
               registration fee of $14,693.30 was previously paid with the
               filing of Amendment No. 3 to the Prior Registration Statement on
               July 13, 2004. The actual registration fee for the securities
               registered pursuant to the Prior Registration Statement (as set
               forth in Amendment No. 7 to the Prior Registration Statement
               filed on December 16, 2004) was $67,677.50. Pursuant to Rule
               457(b) under the Securities Act of 1933, as amended (the
               "Securities Act"), the Company requests that the registration fee
               hereunder be deducted from the overpayment with respect to the
               Prior Registration Statement.

(4)            Consists of shares of Common Stock offered pursuant to the
               FairPoint Communications, Inc. (formerly MJD Communications,
               Inc.) 1995 Stock Option Plan (the "1995 Stock Option Plan"), the
               FairPoint


<PAGE>


               Communications, Inc. (formerly MJD Communications, Inc.) Stock
               Incentive Plan (the "1998 Stock Incentive Plan") and the
               FairPoint Communications, Inc. Amended and Restated 2000 Employee
               Stock Incentive Plan (the "2000 Stock Plan" and, together with
               the 1995 Stock Option Plan and the 1998 Stock Incentive Plan, the
               "Old Plans"). Also includes such indeterminate number of
               additional shares of Common Stock as may be issuable pursuant to
               the recapitalization provisions under the Old Plans which are
               hereby also registered.

(5)            Such computation is based on the weighted average exercise price
               of $15.21 per share covering 1,215,701 outstanding options under
               the Old Plans.


                                       3
<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.        Incorporation of Documents by Reference

               Incorporated by reference in this Registration Statement are the
following documents filed by FairPoint Communications, Inc. (the "Company") with
the Securities and Exchange Commission (the "Commission"):

                     (a)   The Company's prospectus filed pursuant to Rule
                           424(b)(4) under the Securities Act on February 4,
                           2005 (the "Prospectus");

                     (b)   The Company's audited financial statements for the
                           year ended December 31, 2003, and the audited
                           financial statements of certain of its minority
                           investments filed pursuant to the requirements of
                           Rule 3-09 of Regulation S-X under the Securities Act,
                           contained in the Prospectus;

                     (c)   All other reports filed by the Company pursuant to
                           sections 13(a) or 15(d) of the Securities Exchange
                           Act of 1934, as amended (the "Exchange Act"), since
                           December 31, 2003; and

                     (d)   The description of the Company's Common Stock
                           contained in the Prospectus, as such Prospectus may
                           be amended to update such description.

               All documents subsequently filed by the Company with the
Commission pursuant to sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
prior to the filing of a post-effective amendment that indicates that all
securities offered hereby have been sold or that deregisters all such securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the dates of filing of such
documents.

               Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein (or in any other subsequently filed document which also is
incorporated or deemed to be incorporated by reference herein) modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4.        Description of Securities

               Not applicable.


                                       4
<PAGE>


Item 5.        Interests of Named Experts and Counsel

               Not applicable.

Item 6.        Indemnification of Directors and Officers

               Section 102(b)(7) of the Delaware General Corporation Law (the
"DGCL") enables a corporation incorporated in the State of Delaware to eliminate
or limit, through provisions in its original or amended articles of
incorporation, the personal liability of a director for violations of the
director's fiduciary duties, except (i) for any breach of the director's duty of
loyalty to the corporation or its shareholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) any liability imposed pursuant to Section 174 of the DGCL (providing
for liability of directors for unlawful payment of dividends or unlawful stock
purchases or redemptions) or (iv) for any transaction from which a director
derived an improper personal benefit.

               Section 145 of the DGCL provides that a corporation incorporated
in the State of Delaware may indemnify any person or persons, including officers
and directors, who are, or are threatened to be made, parties to any threatened,
pending or completed legal action, suit or proceeding, whether civil, criminal,
administrative, or investigative (other than an a action by or in the right of
such corporation), by reason of the fact that such person is or was an officer,
director, employee or agent of such corporation, or is or was serving at the
request of such corporation as a director, officer, employee or agent of another
corporation or enterprise. The indemnity may include expenses (including
attorneys' fees), judgments, fines, and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding, provided such officer, director, employee, or agent acted in good
faith and in a manner he or she reasonably believed to be in or not opposed to
the corporation's best interests and, for criminal proceedings, had no
reasonable cause to believe that the challenged conduct was unlawful. A
corporation incorporated in the State of Delaware may indemnify officers and
directors in an action by or in the right of the corporation under the same
conditions, except that no indemnification is permitted without judicial
approval if the officer or director is adjudged to be liable to the corporation.
Where an officer or director is successful on the merits or otherwise in the
defense of any action referred to above, the corporation must provide
indemnification against the expenses that such officer or director actually and
reasonably incurred.

               The Company's bylaws expressly provide for indemnification of its
directors and officers to the fullest extent permitted by the DGCL.

               Section 145(g) of the DGCL authorizes a corporation incorporated
in the State of Delaware to provide liability insurance for directors and
officers for certain losses arising from claims or charges made against them
while acting in their capacities as directors or officers of the corporation.
The Company's certificate of incorporation and bylaws expressly provide that the
Company shall indemnify officers and directors


                                       5
<PAGE>


and, to the extent permitted by the Company's board of directors, employees and
agents of the Company, to the full extent permitted by and in the manner
permissible under the laws of the State of Delaware. In addition, the bylaws
expressly permit the board of directors to authorize the Company to purchase and
maintain insurance against any liability asserted against any director, officer,
employee or agent of the Company arising out of his capacity as such.

               One of the Company's directors is an affiliate of Thomas H. Lee
Equity Fund IV, L.P. and its affiliates ("Thomas H. Lee Equity Fund") and one of
the Company's directors is an affiliate of Kelso Investment Associates V, L.P.
and Kelso Equity Partners ("Kelso & Company"). Each of Thomas H. Lee Equity Fund
and Kelso & Company provide their respective director appointees with additional
director and officer liability insurance.

Item 7.        Exemption from Registration Claimed

               Not applicable.

Item 8.        Exhibits

               An Exhibit Index, containing a list of all exhibits filed with
this Registration Statement, is included on page 9.

Item 9.        Undertakings

               (a) Rule 415 Offering. The undersigned Registrant hereby
undertakes:

               (1) To file, during any period in which offers or sales are being
         made, a post-effective amendment to this Registration Statement:

               (i) To include any prospectus required by section 10(a)(3) of the
             Securities Act, unless the information is contained in periodic
             reports filed by the Registrant pursuant to Section 13 or Section
             15(d) of the Exchange Act that are incorporated by reference in
             this Registration Statement;

               (ii) To reflect in the prospectus any facts or events arising
             after the effective date of this Registration Statement (or the
             most recent post-effective amendment thereof) which, individually
             or in the aggregate, represent a fundamental change in the
             information set forth in this Registration Statement, unless the
             information is contained in periodic reports filed by the
             Registrant pursuant to Section 13 or Section 15(d) of the Exchange
             Act that are incorporated by reference in this Registration
             Statement;


                                       6
<PAGE>


               (iii) To include any material information with respect to the
             plan of distribution not previously disclosed in this Registration
             Statement or any material change to such information in this
             Registration Statement.

               (2) That, for the purpose of determining any liability under the
         Securities Act, each such post-effective amendment shall be deemed to
         be a new registration statement relating to the securities offered
         therein, and the offering of such securities at that time shall be
         deemed to be the initial bona fide offering thereof.

               (3) To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

               (b) Subsequent Exchange Act Documents. The undersigned Registrant
hereby undertakes that, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to section 15(d) of
the Exchange Act) that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

               (c) Indemnification. Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.


                                       7
<PAGE>


                                   SIGNATURES
                                   ----------

               Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Charlotte, North Carolina on this 14th day of
February, 2005.

                         FAIRPOINT COMMUNICATIONS, INC.

                         By:    /s/ Eugene B. Johnson
                                --------------------------------------------
                                Eugene B. Johnson
                                Chairman of the Board of Directors and Chief
                                Executive Officer
                                (Principal Executive Officer)

               Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

Signatures                          Title                     Date
----------                          -----                     ----

/s/ Walter E. Leach, Jr.            Executive Vice            February 14, 2005
------------------------            President and Chief
Walter E. Leach, Jr.                Financial Officer
                                    (Principal Financial
                                    Officer)


/s/ Lisa R. Hood                    Senior Vice President     February 14, 2005
----------------                    and Controller
Lisa R. Hood                        (Principal Accounting
                                    Officer)


/s/ Patricia Garrison-Corbin        Director                  February 14, 2005
----------------------------
Patricia Garrison-Corbin

/s/ Frank K. Bynum, Jr.             Director                  February 14, 2005
----------------------
Jr. Frank K. Bynum, Jr.

/s/ David L. Hauser                 Director                  February 14, 2005
-------------------
David L. Hauser

/s/ Claude C. Lilly                 Director                  February 14, 2005
-------------------
Claude C. Lilly

/s/ Kent R. Weldon                  Director                  February 14, 2005
------------------
Kent R. Weldon


                                       8
<PAGE>


                                Index to Exhibits
                                -----------------



Exhibit No.                         Description of Exhibit
-----------                         ----------------------

4.1            Specimen stock certificate for common stock.**

5              Opinion of Paul, Hastings, Janofsky & Walker LLP.*

23.1           Consent of KPMG LLP.*

23.2           Consent of Deloitte & Touche LLP.*

23.3           Consent of  Kiesling Associates LLP.*

23.4           Consent of Paul, Hastings, Janofsky & Walker LLP (included in
               Exhibit 5).*

----------------------------

*    Filed herewith.

**   Incorporated by reference to the registration statement on Form S-1 of
     FairPoint, declared effective as of February 3, 2005.


                                       9
[{"type": "S-8", "sequence": "1", "filename": "s8.txt", "secsgml_size_bytes": 20844}]
{"company-data": {"conformed-name": "FAIRPOINT COMMUNICATIONS INC", "cik": "0001062613", "assigned-sic": "4813", "irs-number": "133725229", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-122809", "film-number": "05611048"}, "business-address": {"street1": "521 EAST MOREHEAD ST", "street2": "STE 250", "city": "CHARLOTTE", "state": "NC", "zip": "28202", "phone": "7043448150"}, "former-company": {"former-conformed-name": "MJD COMMUNICATIONS INC", "date-changed": "19980527"}}
As filed with the Securities and Exchange Commission on February 14, 2005

                                                 Registration No. 333-__________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                 ---------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                ----------------

                         FAIRPOINT COMMUNICATIONS, INC.
             (Exact name of registrant as specified in its charter)

                     Delaware                          13-3725229
           (State or other jurisdiction of          (I.R.S. Employer
           incorporation or organization)           Identification No.)

                       521 East Morehead Street, Suite 250
                         Charlotte, North Carolina 28202
                     (Address of Principal Executive Office)

            FairPoint Communications, Inc. 2005 Stock Incentive Plan
  FairPoint Communications, Inc. (formerly MJD Communications, Inc.) 1995 Stock
                                  Option Plan
    FairPoint Communications, Inc. (formerly MJD Communications, Inc.) Stock
                                 Incentive Plan
     FairPoint Communications, Inc. Amended and Restated 2000 Employee Stock
                                 Incentive Plan
                            (Full title of the Plans)

                              Shirley J. Linn, Esq.
                    Senior Vice President and General Counsel
                         FairPoint Communications, Inc.
                       521 East Morehead Street, Suite 250
                         Charlotte, North Carolina 28202
                     (Name and address of agent for service)

                                 (704) 344-8150
         (Telephone number, including area code, for agent for service)

================================================================================
CALCULATION OF REGISTRATION FEE
==========================================================================================================

                                                    Proposed          Proposed
Title of                                            maximum           maximum              Amount of
securities to be                 Amount to be       offering price    aggregate offering   registration
registered                       registered         per unit          price                fee
-----------------------------    -----------------  ----------------- -------------------- -------------
Common Stock, $0.01 par value        947,441(1)        $17.32(2)        $16,409,678(2)      $1,931.42(3)

Common Stock, $0.01 par value      1,215,701(4)        $15.21(5)        $18,490,812(5)      $2,176.37(3)

==========================================================================================================
(1)            Consists of shares of Common Stock, par value $.01 per share
               ("Common Stock"), offered pursuant to the FairPoint
               Communications, Inc. 2005 Stock Incentive Plan (the "2005 Stock
               Plan"). Also includes such indeterminate number of additional
               shares of Common Stock as may be issuable pursuant to the
               recapitalization provisions under the 2005 Stock Plan which are
               hereby also registered.

(2)            Computed pursuant to Rule 457(h) solely for the purpose of
               determining the registration fee, based upon an assumed price of
               $17.32 per share, which was the average of the high and low
               prices of the Common Stock on February 11, 2005 as reported on
               the New York Stock Exchange.

(3)            A registration fee of $95,025 was previously paid in connection
               with the initial filing of the Company's Registration Statement
               on Form S-1 (Registration No. 333-113937) (the "Prior
               Registration Statement") on March 25, 2004. An additional
               registration fee of $14,693.30 was previously paid with the
               filing of Amendment No. 3 to the Prior Registration Statement on
               July 13, 2004. The actual registration fee for the securities
               registered pursuant to the Prior Registration Statement (as set
               forth in Amendment No. 7 to the Prior Registration Statement
               filed on December 16, 2004) was $67,677.50. Pursuant to Rule
               457(b) under the Securities Act of 1933, as amended (the
               "Securities Act"), the Company requests that the registration fee
               hereunder be deducted from the overpayment with respect to the
               Prior Registration Statement.

(4)            Consists of shares of Common Stock offered pursuant to the
               FairPoint Communications, Inc. (formerly MJD Communications,
               Inc.) 1995 Stock Option Plan (the "1995 Stock Option Plan"), the
               FairPoint
Communications, Inc. (formerly MJD Communications, Inc.) Stock
               Incentive Plan (the "1998 Stock Incentive Plan") and the
               FairPoint Communications, Inc. Amended and Restated 2000 Employee
               Stock Incentive Plan (the "2000 Stock Plan" and, together with
               the 1995 Stock Option Plan and the 1998 Stock Incentive Plan, the
               "Old Plans"). Also includes such indeterminate number of
               additional shares of Common Stock as may be issuable pursuant to
               the recapitalization provisions under the Old Plans which are
               hereby also registered.

(5)            Such computation is based on the weighted average exercise price
               of $15.21 per share covering 1,215,701 outstanding options under
               the Old Plans.

                                       3
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.        Incorporation of Documents by Reference

               Incorporated by reference in this Registration Statement are the
following documents filed by FairPoint Communications, Inc. (the "Company") with
the Securities and Exchange Commission (the "Commission"):

                     (a)   The Company's prospectus filed pursuant to Rule
                           424(b)(4) under the Securities Act on February 4,
                           2005 (the "Prospectus");

                     (b)   The Company's audited financial statements for the
                           year ended December 31, 2003, and the audited
                           financial statements of certain of its minority
                           investments filed pursuant to the requirements of
                           Rule 3-09 of Regulation S-X under the Securities Act,
                           contained in the Prospectus;

                     (c)   All other reports filed by the Company pursuant to
                           sections 13(a) or 15(d) of the Securities Exchange
                           Act of 1934, as amended (the "Exchange Act"), since
                           December 31, 2003; and

                     (d)   The description of the Company's Common Stock
                           contained in the Prospectus, as such Prospectus may
                           be amended to update such description.

               All documents subsequently filed by the Company with the
Commission pursuant to sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
prior to the filing of a post-effective amendment that indicates that all
securities offered hereby have been sold or that deregisters all such securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the dates of filing of such
documents.

               Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein (or in any other subsequently filed document which also is
incorporated or deemed to be incorporated by reference herein) modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4.        Description of Securities

               Not applicable.

                                       4
Item 5.        Interests of Named Experts and Counsel

               Not applicable.

Item 6.        Indemnification of Directors and Officers

               Section 102(b)(7) of the Delaware General Corporation Law (the
"DGCL") enables a corporation incorporated in the State of Delaware to eliminate
or limit, through provisions in its original or amended articles of
incorporation, the personal liability of a director for violations of the
director's fiduciary duties, except (i) for any breach of the director's duty of
loyalty to the corporation or its shareholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) any liability imposed pursuant to Section 174 of the DGCL (providing
for liability of directors for unlawful payment of dividends or unlawful stock
purchases or redemptions) or (iv) for any transaction from which a director
derived an improper personal benefit.

               Section 145 of the DGCL provides that a corporation incorporated
in the State of Delaware may indemnify any person or persons, including officers
and directors, who are, or are threatened to be made, parties to any threatened,
pending or completed legal action, suit or proceeding, whether civil, criminal,
administrative, or investigative (other than an a action by or in the right of
such corporation), by reason of the fact that such person is or was an officer,
director, employee or agent of such corporation, or is or was serving at the
request of such corporation as a director, officer, employee or agent of another
corporation or enterprise. The indemnity may include expenses (including
attorneys' fees), judgments, fines, and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding, provided such officer, director, employee, or agent acted in good
faith and in a manner he or she reasonably believed to be in or not opposed to
the corporation's best interests and, for criminal proceedings, had no
reasonable cause to believe that the challenged conduct was unlawful. A
corporation incorporated in the State of Delaware may indemnify officers and
directors in an action by or in the right of the corporation under the same
conditions, except that no indemnification is permitted without judicial
approval if the officer or director is adjudged to be liable to the corporation.
Where an officer or director is successful on the merits or otherwise in the
defense of any action referred to above, the corporation must provide
indemnification against the expenses that such officer or director actually and
reasonably incurred.

               The Company's bylaws expressly provide for indemnification of its
directors and officers to the fullest extent permitted by the DGCL.

               Section 145(g) of the DGCL authorizes a corporation incorporated
in the State of Delaware to provide liability insurance for directors and
officers for certain losses arising from claims or charges made against them
while acting in their capacities as directors or officers of the corporation.
The Company's certificate of incorporation and bylaws expressly provide that the
Company shall indemnify officers and directors

                                       5
and, to the extent permitted by the Company's board of directors, employees and
agents of the Company, to the full extent permitted by and in the manner
permissible under the laws of the State of Delaware. In addition, the bylaws
expressly permit the board of directors to authorize the Company to purchase and
maintain insurance against any liability asserted against any director, officer,
employee or agent of the Company arising out of his capacity as such.

               One of the Company's directors is an affiliate of Thomas H. Lee
Equity Fund IV, L.P. and its affiliates ("Thomas H. Lee Equity Fund") and one of
the Company's directors is an affiliate of Kelso Investment Associates V, L.P.
and Kelso Equity Partners ("Kelso & Company"). Each of Thomas H. Lee Equity Fund
and Kelso & Company provide their respective director appointees with additional
director and officer liability insurance.

Item 7.        Exemption from Registration Claimed

               Not applicable.

Item 8.        Exhibits

               An Exhibit Index, containing a list of all exhibits filed with
this Registration Statement, is included on page 9.

Item 9.        Undertakings

               (a) Rule 415 Offering. The undersigned Registrant hereby
undertakes:

               (1) To file, during any period in which offers or sales are being
         made, a post-effective amendment to this Registration Statement:

               (i) To include any prospectus required by section 10(a)(3) of the
             Securities Act, unless the information is contained in periodic
             reports filed by the Registrant pursuant to Section 13 or Section
             15(d) of the Exchange Act that are incorporated by reference in
             this Registration Statement;

               (ii) To reflect in the prospectus any facts or events arising
             after the effective date of this Registration Statement (or the
             most recent post-effective amendment thereof) which, individually
             or in the aggregate, represent a fundamental change in the
             information set forth in this Registration Statement, unless the
             information is contained in periodic reports filed by the
             Registrant pursuant to Section 13 or Section 15(d) of the Exchange
             Act that are incorporated by reference in this Registration
             Statement;

                                       6
(iii) To include any material information with respect to the
             plan of distribution not previously disclosed in this Registration
             Statement or any material change to such information in this
             Registration Statement.

               (2) That, for the purpose of determining any liability under the
         Securities Act, each such post-effective amendment shall be deemed to
         be a new registration statement relating to the securities offered
         therein, and the offering of such securities at that time shall be
         deemed to be the initial bona fide offering thereof.

               (3) To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

               (b) Subsequent Exchange Act Documents. The undersigned Registrant
hereby undertakes that, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to section 15(d) of
the Exchange Act) that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

               (c) Indemnification. Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                       7
SIGNATURES
                                   ----------

               Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Charlotte, North Carolina on this 14th day of
February, 2005.

                         FAIRPOINT COMMUNICATIONS, INC.

                         By:    /s/ Eugene B. Johnson
                                --------------------------------------------
                                Eugene B. Johnson
                                Chairman of the Board of Directors and Chief
                                Executive Officer
                                (Principal Executive Officer)

               Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

Signatures                          Title                     Date
----------                          -----                     ----

/s/ Walter E. Leach, Jr.            Executive Vice            February 14, 2005
------------------------            President and Chief
Walter E. Leach, Jr.                Financial Officer
                                    (Principal Financial
                                    Officer)

/s/ Lisa R. Hood                    Senior Vice President     February 14, 2005
----------------                    and Controller
Lisa R. Hood                        (Principal Accounting
                                    Officer)

/s/ Patricia Garrison-Corbin        Director                  February 14, 2005
----------------------------
Patricia Garrison-Corbin

/s/ Frank K. Bynum, Jr.             Director                  February 14, 2005
----------------------
Jr. Frank K. Bynum, Jr.

/s/ David L. Hauser                 Director                  February 14, 2005
-------------------
David L. Hauser

/s/ Claude C. Lilly                 Director                  February 14, 2005
-------------------
Claude C. Lilly

/s/ Kent R. Weldon                  Director                  February 14, 2005
------------------
Kent R. Weldon

                                       8
Index to Exhibits
                                -----------------

Exhibit No.                         Description of Exhibit
-----------                         ----------------------

4.1            Specimen stock certificate for common stock.**

5              Opinion of Paul, Hastings, Janofsky & Walker LLP.*

23.1           Consent of KPMG LLP.*

23.2           Consent of Deloitte & Touche LLP.*

23.3           Consent of  Kiesling Associates LLP.*

23.4           Consent of Paul, Hastings, Janofsky & Walker LLP (included in
               Exhibit 5).*

----------------------------

*    Filed herewith.

**   Incorporated by reference to the registration statement on Form S-1 of
     FairPoint, declared effective as of February 3, 2005.

                                       9