UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549



FORM 10-Q/A

(Amendment No. 1)

(Mark One)ý

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended March 31, 2009.oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from            to


Commission File Number 333-56365



FairPoint Communications, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware(State or Other Jurisdiction of
Incorporation or Organization)

13-3725229(I.R.S. Employer Identification No.)521 East Morehead Street, Suite 500
Charlotte, North Carolina(Address of Principal Executive Offices)

28202(Zip Code)


(704) 344-8150(Registrant's telephone number, including area code)



Indicate
by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes ý    No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes o    No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting
company. See definition of "large accelerated filer", "accelerated filer" and"smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one)

Large accelerated filer o

Accelerated filer ý

Non-accelerated filer o (Do not check if a smaller reporting company)

Smaller reporting company o


Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes o    No ý

As of April 24, 2009, there were 89,496,847 shares of the Registrant's common stock, par value $0.01 per share, outstanding.

Documents
incorporated by reference:None



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EXPLANATORY NOTE

FairPoint Communications, Inc. (the "Company") is filing this Amendment No. 1 on Form 10-Q/A (this
"Form 10-Q/A") to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2009, filed with the Securities and Exchange Commission on
May 5, 2009 (the "Original Filing"), solely to correct two errors contained in "Part IItem 2. Management's Discussion and Analysis of Financial Condition and Results
of OperationsResults of OperationsThree Months Ended March 31, 2009 Compared with Three Months Ended March 31, 2008Operating Expenses," under the
paragraph entitled "Selling, general and administrative," as follows:



The
version of "Part IItem 2. Management's Discussion and Analysis of Financial Condition and Results of Operations" which is being filed herewith has been
revised to correct these
errors and will replace the version of "Part IItem 2. Management's Discussion and Analysis of Financial Condition and Results of Operations" contained in the Original
Filing.

As
required by Rule 12b-15 promulgated under the Securities and Exchange Act of 1934, the Company's principal executive officer and principal financial officer are
providing new Rule 13a-14(a) certifications in connection with this Form 10-Q/A.

The
only changes to the Original Filing are those described above. No attempt has been made in this Form 10-Q/A to modify or update disclosure contained in the
Original Filing. This Form 10-Q/A does not reflect events occurring after the date of the Original Filing or modify or update any related disclosures.

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Item 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion should be read in conjunction with the financial statements of the Company and the notes thereto. The
following discussion includes certain forward-looking statements. For a discussion of important factors, which could cause actual results to differ materially from the results referred to in the
forward-looking statements, see "Part IItem 1A. Risk Factors" of our Annual Report on Form 10-K for the year ended December 31, 2008 and "Part IIItem 1A. Risk
Factors" and "Cautionary Note Concerning Forward-Looking Statements" contained in this Quarterly Report.

Overview

We are a leading provider of communications services in rural and small urban communities, offering an array of services, including
local and long distance voice, data, video and Internet and broadband product offerings. We are one of the largest telephone companies in the United States focused on serving rural and small urban
communities, and we are the 7th largest local telephone company in the United States, in each case based on number of access lines as of March 31, 2009. We operate in 18 states with
1.7 million access line equivalents (including voice access lines and high speed data lines, which include DSL, wireless broadband and cable modem) in service as of March 31, 2009.

We
were incorporated in Delaware in February 1991 for the purpose of acquiring and operating incumbent telephone companies in rural markets. We have acquired 36 such businesses, 32 of
which we continue to own and operate. Many of our telephone companies have served their respective communities for over 75 years.

As
our primary source of revenues, access lines are an important element of our business. Over the past several years, communications companies, including FairPoint, have experienced a
decline in access lines due to increased competition, including competition from wireless carriers and cable television operators, the introduction of DSL services (resulting in customers substituting
DSL for a second line) and challenging economic conditions. During the period under which we were operating under a transition services agreement we entered into with certain subsidiaries of Verizon
on January 15, 2007, as amended on March 31, 2008 (the "transition services agreement"), we had limited ability to change current product offerings. Now that we have completed the
cutover to our own systems, we expect to be able to modify bundles and prices to be more competitive in the marketplace.

We
are subject to regulation primarily by federal and state governmental agencies. At the federal level, the FCC generally exercises jurisdiction over the facilities and services of
communications common carriers, such as us, to the extent those facilities are used to provide, originate or terminate interstate or international communications. State regulatory commissions
generally exercise jurisdiction over common carriers' facilities and services to the extent those facilities are used to provide, originate or terminate intrastate communications. In addition,
pursuant to the Telecommunications Act of 1996, which amended the Communications Act of 1934, state and federal regulators share responsibility for implementing and enforcing the domestic
pro-competitive policies introduced by that legislation.

Legacy
FairPoint's operations and our Northern New England operations operate under different regulatory regimes in certain respects. For example, concerning interstate access, all of
the pre-merger regulated interstate services of FairPoint were regulated under a rate-of-return model, while all of the rate-regulated interstate
services provided by the Verizon Northern New England business were regulated under a price cap model. We have obtained permission to continue to operate under this regime until the FCC completes its
general review of whether to modify or eliminate the "all-or-nothing" rule. Without this permission, the all-or-nothing rule would require that all of
our regulated operations be operated under the price cap model for federal regulatory purposes. In addition, while all of our operations generally are subject to obligations that apply to all local
exchange carriers, our non-rural operations are subject to additional requirements concerning interconnection,

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non-discriminatory
network access for competitive communications providers and other matters, subject to substantial oversight by state regulatory commissions. In addition, the FCC has
ruled that our Northern New England operations must comply with the regulations applicable to the Bell
Operating Companies. The rural and non-rural operations are also subject to different regimes concerning universal service.

Systems Cutover Status and Implications

During 2007, 2008 and throughout January 2009, we were in the process of developing and deploying new systems, processes and personnel
to replace those used by Verizon to operate and support our network and back office functions in Maine, New Hampshire and Vermont. These services were provided by Verizon under the transition services
agreement through January 30, 2009. On January 30, 2009, we began the cutover process from the Verizon systems to the new FairPoint systems, and on February 9, 2009, we began
operating our new platform of systems independently from the Verizon systems, processes and personnel. During the period from January 23, 2009 until January 30, 2009, all retail orders
were taken manually and following cutover were entered into the new systems. From February 2, 2009 through February 9, 2009, we manually processed only emergency orders, although we
continued to provide repair and maintenance services to all customers.

Following
the cutover, many of these systems have functioned without significant problems, but a number of the key back-office systems, such as order entry, order management and billing,
experienced certain functionality issues. As a result of these systems functionality issues, as well as a lack of work force proficiency on the new systems, we have experienced increased handle time
by customer service representatives for new orders, reduced levels of order flow-through across the systems, which caused delays in provisioning and installation, and delays in the
processing of bill cycles and collection treatment efforts. These issues have impacted customer satisfaction and resulted in large increases in customer call volumes into our customer service centers.
While many of these issues were anticipated, the magnitude of difficulties experienced was beyond our expectations.

We
have since worked diligently to remedy these systems functionality issues, updated and provide for additional training opportunities for our workforce and have made measurable
progress, although a number of issues still remain. Average handle time for our customer sales and service representatives, although still above pre-cutover levels, has been reduced
significantly; provisioning of new orders has increased steadily, although a sizable backlog still remains; all bill cycles have been caught up and are now being processed on a normal schedule, and
call volumes into the customer service centers have been substantially reduced and are nearly at pre-cutover levels. Collection efforts, however, are hampered by a lack of systems
functionality, which adversely impacts our liquidity. Based on the progress made to date and our current plans, we continue to expect that we will largely return to normal operations by the end of the
second quarter of 2009.

Because
of these cutover issues, in the first quarter of 2009 we incurred $19.4 million of incremental expenses in order to operate our business, including third-party contractor
costs and internal labor costs in the form of overtime pay. The cutover issues also required significant staff and senior management attention, diverting their focus from other efforts. We expect to
continue to incur additional
incremental costs during the second quarter of 2009, although the amount of such costs should decline as we return to a normal level of operations.

In
addition to the significant incremental expenses we have incurred as a result of these cutover issues, we have been unable to fully implement our operating plan for 2009 and
effectively compete in the marketplace, which we believe is having an adverse effect on our business, financial condition, results of operations and liquidity, as well as our ability to continue to
comply with the financial covenants in our credit facility.

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Dividends

Our board of directors has adopted a dividend policy that reflects our intent to return cash to stockholders. Future dividends, if any,
will be paid from cash generated by our business in excess of operating needs, interest and principal payments on our indebtedness, dividends on future senior classes of our capital stock, if any,
capital expenditures, taxes and future reserves, if any. Financial covenants in our credit facility and the indenture governing the notes may restrict our ability to pay dividends, and certain of
these restrictions may be more restrictive than the conditions and restrictions imposed by the state regulatory orders. See "Part IIItem 2. Unregistered Sales of Equity
Securities and Use of ProceedsRestrictions on Payment of Dividends."

On
March 4, 2009, our board of directors voted to suspend the quarterly dividend. This action is expected to improve our liquidity by approximately $93 million annually.

Recent Developments



Our board of directors has adopted a dividend policy which reflects our intent to return cash to stockholders. On December 3,
2008, the Company declared a dividend of $0.2575 per share of common stock, which was paid on January 16, 2009 to holders of record as of December 31, 2008.

On
March 4, 2009, our board of directors voted to suspend the quarterly dividend.



On January 21, 2009, we entered into an Amendment, Waiver, Resignation and Appointment Agreement with Lehman Commercial
Paper Inc. ("LCPI"), as resigning administrative agent, collateral agent and swingline lender, Bank of America, N.A. ("Bank of America"), as syndication agent and as successor administrative
agent, collateral agent and swingline lender, and certain other financial institutions party thereto (the "amendment"). The amendment, among other things, amends our credit facility.

Pursuant
to the amendment, LCPI resigned as administrative agent, collateral agent and swingline lender under our credit agreement and related documents and Bank of America was appointed
as successor administrative agent, collateral agent and swingline lender.

The
amendment also:



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In addition to a regular monthly fee, the transition services agreement and related agreements required us to make payments totaling
approximately $45.4 million to Verizon in the first quarter of 2009, including a one-time fee of $34.0 million due at cutover, with the balance used to purchase certain
internet access hardware from Verizon and its affiliates.

On
January 30, 2009, we entered into a Transition Agreement (the "transition agreement") with Verizon and certain of its subsidiaries. The transition agreement was executed in
connection with the cutover of certain back office systems, as contemplated by the transition services agreement.

Pursuant
to the transition agreement:



In
accordance with the transition agreement, on February 20, 2009, we made a final payment to Verizon Technologies of approximately $7.7 million in respect of amounts owed
under the transition services agreement and for the internet access hardware referred to above.

Basis of Presentation

On March 31, 2008, the merger between Spinco and Legacy FairPoint was completed. In connection with the merger and in accordance
with the terms of the merger agreement, Legacy FairPoint issued 53,760,623 shares of common stock to Verizon stockholders. Prior to the merger, the Verizon Group engaged in a series of restructuring
transactions to effect the transfer of specified assets and liabilities of the Verizon Northern New England business to Spinco and the entities that became Spinco's subsidiaries. Spinco was then spun
off from Verizon immediately prior to the merger. While FairPoint was the surviving entity in the merger, for accounting purposes Spinco is deemed to be the acquirer. As a result, for the three months
ended March 31, 2008, the statement of operations and the financial information derived from the statement of operations in this Quarterly Report reflect the financial results of the Verizon
Northern New England business only for such period. For more information, see note 1 to the "Condensed Consolidated Financial Statements."

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We
view our business of providing voice, data and communication services to residential and business customers as one business segment as defined in Statement of Financial Accounting, or
SFAS, No. 131, "Disclosures about Segments of an Enterprise and Related Information."

Revenues

We derive our revenues from:



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The
following table summarizes revenues and the percentage of revenues from the listed sources (in thousands, except for percentage of revenues data):

Revenues

% of RevenuesThree months
Ended
March 31,

Three months
ended
March 31,2009

2008

2009

2008Revenue Source:Local calling services

$
129,032


132,175


41
%

47
%Access


97,038


79,018


31
%

28
%Long distance services


45,375


41,267


15
%

15
%Data and Internet services


28,405


22,020


9
%

8
%Other services


11,780


7,934


4
%

2
%Total


311,630


282,414


100
%

100
%


Operating Expenses

Our operating expenses consist of cost of services and sales, selling, general and administrative expenses, and depreciation and
amortization.



Because
the Verizon Northern New England business had been operating as the local exchange carrier of Verizon in Maine, New Hampshire and Vermont, and not as a standalone
telecommunications provider, the historical operating results of the Verizon Northern New England business for the three months ended March 31, 2008 include approximately $58 million of
expenses for services provided by the Verizon Group, including information systems and information technology, shared assets including office space outside of New England, supplemental customer sales
and service and operations. Through January 30, 2009, we operated under the transition services agreement, under which we incurred $15.9 million of expenses during the three months ended
March 31, 2009. As of January 30, 2009, we began performing these services internally or obtaining them from third-party service providers and not from Verizon.

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On March 31, 2008, we completed the merger with Spinco. The merger of Legacy FairPoint and Spinco was accounted for as a reverse
acquisition of Legacy FairPoint by Spinco under the purchase method of accounting because Verizon's stockholders owned at least a majority of the shares of the combined Company following the merger.
The merger consideration was $316.3 million. Spinco was a wholly-owned subsidiary of Verizon that owned Verizon's local exchange and related business activities in Maine, New Hampshire and
Vermont. Spinco was spun off from Verizon immediately prior to the merger. Spinco served approximately 1,562,000 access line equivalents as of the date of acquisition.

Results of Operations

Three Months Ended March 31, 2009 Compared with Three Months Ended March 31, 2008

The following table sets forth the percentages of revenues represented by selected items reflected in the statements of operations. The
year-to-year comparisons of financial results are not necessarily indicative of future results (in thousands, except percentage of revenues data):

2009

% of
Revenues

2008

% of
RevenuesRevenues

$
311,630


100
%
$
282,414


100
%Operating expensesCost of services and sales


145,147


46


135,837


48Selling, general and administrative


92,412


30


63,116


22Depreciation and amortization


67,867


22


53,925


19Total operating expenses


305,426


98


252,878


89Income from operations


6,204


2


29,536


11Interest expense


(53,479
)

(17
)

(14,522
)

(5
)Gain on derivative instruments


12,898


4





Gain on early retirement of debt


4,863


2





Other income


15,915


5


986


Income (loss) before income taxes


(13,599
)

(4
)

16,000


6Income tax (expense) benefit


4,822


1


(6,457
)

(2
)Net income (loss)

$
(8,777
)

(3
)%
$
9,543


4
%


Revenues
increased $29.2 million to $311.6 million in the first quarter of 2009 compared to 2008. The acquisition of Legacy FairPoint contributed $61.8 million to
total revenues in the three months ended March 31, 2009. Excluding the impact of the merger, combined total revenue would have decreased $32.6 million. We derive our revenues from the
following sources:

Local calling services.Local calling services revenues decreased $3.1 million to $129.0 million during the first quarter of
2009
compared to the same period in 2008. Legacy FairPoint contributed $18.3 million to local revenue for the three months ended March 31, 2009. Excluding the impact of the merger, local
calling services revenues would have decreased $21.4 million compared to the prior year. This decrease is primarily due to a 10.9% decline in total voice access lines in service at
March 31, 2009 compared to
March 31, 2008. The revenue decline was mainly driven by the effects of competition and technology substitution.

Access.Access revenues increased $18.0 million to $97.0 million during the first quarter of 2009 compared to the same period
in 2008.
Legacy FairPoint contributed $23.5 million to access revenues for the three months ended March 31, 2009. Excluding the impact of the merger, access revenues would have decreased by
$5.5 million. Of this decrease, $3.6 million is attributable to a decrease in interstate

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access
revenues and $1.9 million is attributable to a decrease in intrastate access revenues, reflecting the impact of access line loss and technology substitution.

Long distance services.Long distance services revenues increased $4.1 million to $45.4 million in the first quarter of 2009
compared
to the same period in 2008. Legacy FairPoint contributed $7.1 million to long distance in the three months ended March 31, 2009. Excluding the impact of the merger, long distance
revenues would have decreased $3.0 million. The decrease was primarily attributable to a decrease in the number of subscriber lines in 2009, partially offset by increased revenue from bundled
product offerings designed to retain customers and generate more revenue.

Data and Internet services.Data and Internet services revenues increased $6.4 million to $28.4 million in the first quarter
of 2009
compared to the same period in 2008. Legacy FairPoint contributed $8.7 million to data and Internet services revenues in the three months ended March 31, 2009. Excluding the impact of
the merger, data and Internet services revenues would have decreased $2.3 million.

Other services.Other services revenues increased $3.8 million to $11.8 million in the first quarter of 2009 compared to the
same
period in 2008. Legacy FairPoint contributed $4.1 million to other services revenues in the three months ended March 31, 2009. Excluding the impact of the merger, other services revenues
would have decreased $0.3 million.

Operating Expenses

Cost of services and sales.Cost of services and sales increased $9.3 million to $145.1 million in the first quarter of 2009
compared
to the same period in 2008. Legacy FairPoint contributed $25.1 million to cost of services and sales expenses in the three months ended March 31, 2009. Also included in cost of services
and sales for the three months ended March 31, 2009 are $6.1 million of expenses related to the transition services agreement. Excluding the impact of the merger and the transition
services agreement, cost of services and sales would have declined $21.9 million. The decline reflects the elimination of costs allocated from Verizon affiliates prior to the closing of the
merger, which has more than offset direct costs incurred by us to operate our Northern New England operations.

Selling, general and administrative.Selling, general and administrative expenses increased $29.3 million to $92.4 million in
the first
quarter of 2009 compared to the same period in 2008. Legacy FairPoint contributed $19.0 million to selling, general and administrative expenses in the three months ended March 31, 2009.
Included in selling, general and administrative expenses for the three months ended March 31, 2009 are $9.8 million of expenses related to the transition services agreement and
$19.4 million of non-recurring cutover related costs (which we are allowed to add back to adjusted EBITDA under our credit facility). Excluding the impact of the merger and the
transition services agreement, selling, general and administrative expenses would have decreased $18.9 million. The decline reflects the elimination of costs allocated from Verizon affiliates
prior to the closing of the merger, which has more than offset the direct costs incurred by us to operate our Northern New England operations.

Depreciation and amortization.Depreciation and amortization expense increased $13.9 million to $67.9 million in the first
quarter of
2009 compared to the same period in 2008. Legacy FairPoint contributed $9.3 million to depreciation and amortization expenses in the three months ended March 31, 2009. Excluding the
impact of the merger, depreciation and amortization expense would have increased $4.6 million.

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Other Results

Interest expense.Interest expense increased $39.0 million to $53.5 million in the first quarter of 2009 compared to the same
period in
2008. This increase is due to the debt that we incurred upon and subsequent to the closing of the merger.

Gain on derivative instruments.Gain on derivative instruments represents net gains and losses recognized on the change in fair market
value of
interest rate swap derivatives. During the three months ended March 31, 2009, we recognized non-cash gains of $12.9 million related to our derivative financial instruments.

Gain on early retirement of debt.Gain on early retirement of debt represents a $5.6 million net gain recognized on the repurchase
of
$8.0 million aggregate principal amount of the notes, partially offset by a loss of $0.8 million attributable to writing off a portion of the unamortized debt issue costs associated with
our credit facility.

Other income (expense).Other income (expense) includes non-operating gains and losses such as those incurred on sale of equipment.
Other
income increased $14.9 million to $15.9 million in the first quarter of 2009 compared to the same period in 2008. The increase was primarily attributable to a one-time gain
of $15.0 million recognized in the first quarter of 2009 related to the settlement under the transition agreement.

Incometaxes.    The effective income tax rate is the provision for income taxes stated as a percentage of income before the
provision for income taxes. The effective income tax rate in the first quarter of 2009 and 2008 was 35.5% benefit and 40.4% expense, respectively.

Net income (loss).Net loss for the three months ended March 31, 2009 was $8.8 million compared to net income of
$9.5 million
for the same period in 2008. The difference in net income (loss) between 2009 and 2008 is a result of the factors discussed above.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Critical Accounting Policies

Our critical accounting policies are as follows:



Revenue Recognition.We recognize service revenues based upon usage of our local exchange network and facilities and contract
fees. Fixed fees for
local telephone, long distance, Internet services and certain other services are recognized in the month the service is provided. Revenue from other services that are not fixed fee or that exceed
contracted amounts is recognized when those services are

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provided.
Non-recurring customer activation fees, along with the related costs up to, but not exceeding, the activation fees, are deferred and amortized over the customer relationship
period.

Allowance for Doubtful Accounts.In evaluating the collectability of our accounts receivable, we assess a number of factors,
including a specific
customer's or carrier's ability to meet its financial obligations to us, the length of time the receivable has been past due and historical collection experience. Based on these assessments, we record
both specific and general reserves for uncollectible accounts receivable to reduce the related accounts receivable to the amount we ultimately expect to collect from customers and carriers. If
circumstances change or economic conditions worsen such that our past collection experience is no longer relevant, our estimate of the recoverability of our accounts receivable could be further
reduced from the levels reflected in our accompanying condensed consolidated balance sheet.

Accounting for Pension and Other Post-retirement Benefits.Some of our employees participate in our pension plans and other
post-retirement benefit plans. In the aggregate, the pension plan benefit obligations exceed the fair value of pension plan assets, resulting in expense. Other post-retirement
benefit plans have larger benefit obligations than plan assets, resulting in expense. Significant pension and other post-retirement benefit plan assumptions, including the discount rate
used, the long term rate of return on plan assets, and medical cost trend rates are periodically updated and impact the amount of benefit plan income, expense, assets and obligations.

Accounting for Income Taxes.Our current and deferred income taxes are affected by events and transactions arising in the normal
course of business,
as well as in connection with the adoption of new accounting standards and non-recurring items. Assessment of the appropriate amount and classification of income taxes is dependent on
several factors, including estimates of the timing and realization of deferred income tax assets and the timing of income tax payments. Actual payments may differ from these estimates as a result of
changes in tax laws, as well as unanticipated future transactions affecting related income tax balances. We account for tax benefits taken or expected to be taken in our tax returns in accordance with
FASB Interpretation No. 48,Accounting for Uncertainty in Income Taxes(FIN 48), which requires the use of a two step approach for
recognizing and measuring tax benefits taken or expected to be taken in a tax return and disclosures regarding uncertainties in income tax positions.

Depreciation of Property, Plant and Equipment.We recognize depreciation on property, plant and equipment principally on the
composite group
remaining life method and straight-line composite rates over estimated useful lives ranging from three to 50 years. This method provides for the recognition of the cost of the
remaining net investment in telephone plant, less anticipated net salvage value (if any), over the remaining asset lives. This method requires the periodic revision of depreciation rates. Changes in
the estimated useful lives of property, plant and equipment or depreciation methods could have a material effect on our results of operations.

Valuation of Long-lived Assets, Including Goodwill.We review our long-lived assets, including goodwill, for impairment
whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Several factors could trigger an impairment review such as:



Goodwill
was $595.1 million at March 31, 2009. We have recorded intangible assets related to the acquired companies' customer relationships and trade names of
$251.7 million as of March 31, 2009. As

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of
March 31, 2009, there was $22.9 million of accumulated amortization recorded. These intangible assets are being amortized over a weighted average life of approximately
9.7 years. The intangible assets are included in intangible assets on our condensed consolidated balance sheet.

We
are required to perform an impairment review of goodwill as required by SFAS No. 142,Goodwill and Other Intangible Assetsannually or when impairment indicators are noted. We performed our annual goodwill impairment assessment as of October 1, 2008 and concluded that there was no indication of impairment at this
time. In light of the weakening economic environment, we performed another assessment as of December 31, 2008 and concluded that there was no indication of impairment
at that time. Given the continued deterioration of economic conditions, we will continue to monitor for impairment indicators.

Accounting for Software Development Costs.We capitalize certain costs incurred in connection with developing or obtaining
internal use software in
accordance with American Institute of Certified Public Accountants Statement of Position 98-1, "Accounting for the Costs of Computer Software Developed or Obtained for Internal Use"
(98-1). Capitalized costs include direct development costs associated with internal use software, including direct labor costs and external costs of materials and services. Costs incurred
during the preliminary project stage, as well as maintenance and training costs, are expensed as incurred.

Purchase Accounting.We recognize the acquisition of companies in accordance with SFAS No. 141,Accounting for
Business Combinations("SFAS 141"). The cost of an acquisition is allocated to the assets acquired and liabilities assumed based on their fair values as of the close of
the acquisition, with amounts exceeding the fair value being recorded as goodwill.

New Accounting Standards

In December 2007, the FASB issued SFAS No. 141R, "Business Combinations" ("SFAS 141R"). SFAS 141R replaces
SFAS 141 and establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any
non-controlling interest in the acquiree and the goodwill acquired. SFAS 141R also establishes disclosure requirements which will enable users to evaluate the nature and financial
effects of the business combination. This standard is effective for fiscal years beginning after December 15, 2008 and early adoption is prohibited. We will assess the impact of
SFAS 141(R) if and when a future acquisition occurs.

In
March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative Instruments and Hedging Activities" ("SFAS 161"). SFAS 161 requires companies with
derivative instruments to disclose information that should enable financial statement users to understand how and why a company uses derivative instruments, how derivative instruments and related
hedged items are accounted for under FASB Statement No. 133 "Accounting for Derivative Instruments and Hedging Activities" and how derivative instruments and related hedged items affect a
company's financial position, financial performance and cash flows. SFAS 161 is effective for financial statements issued for fiscal years beginning after November 15, 2008. The adoption
of SFAS 161 did not have a material impact on our results of operations and financial position.

In
May 2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted Accounting Principles ("SFAS 162"). SFAS 162 identifies the sources of accounting
principles and the framework for selecting the principles used in the preparation of financial statements of non-governmental entities that are presented in conformity with generally
accepted accounting principles (the GAAP hierarchy). Statement 162 will become effective 60 days following the SEC's approval of the Public Company Accounting Oversight Board amendments to AU
Section 411, "The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles." The adoption of SFAS 162 is not expected to have any impact on our consolidated
results of operations and financial position.

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Inflation

We do not believe inflation has a significant effect on our operations.

Liquidity and Capital Resources

Our short-term and long-term liquidity needs arise primarily from: (i) interest and principal payments
on our indebtedness; (ii) capital expenditures, including those mandated by the state regulatory orders approving the merger; (iii) working capital requirements as may be needed to
support the growth of our business; (iv) dividend payments, if any, on our common stock; (v) obligations under our employee benefit plans; and (vi) potential acquisitions.

As
we have essentially fully drawn down on our available credit facility, and in view of the current state of the financial markets, we anticipate that our primary source of liquidity
will be cash flow from operations and cash on hand. While we currently believe that cash generated from operations and cash on hand should be sufficient to meet our cash obligations for the next
twelve months, any delays or disruptions in cash flows would place further strains on our liquidity position.

As
of March 31, 2009, we were in compliance with the financial covenants contained in our credit facility. However, the continuing adverse general economic conditions, the
operational difficulties experienced following the cutover to our new platform of systems for the Northern New England operations, the additional incremental costs incurred to operate the business
following the cutover and our resulting inability to fully execute on our 2009 operating plan and compete effectively in the marketplace are causing us to be at risk of failing to comply with the
interest coverage covenant contained in our credit facility as early as the covenant measurement period ending June 30, 2009. If a default occurs, the lenders would be permitted to accelerate
the maturity of the loans outstanding under our credit facility, to seek to foreclose upon any collateral securing such loans and to terminate any commitments of the lenders to lend to us. In the
event of noncompliance, we would seek to obtain a waiver from our lenders or seek to amend the covenants. There can be no assurance that such a waiver or amendment could be obtained at all or on
terms, including any costs or fees associated therewith, reasonably acceptable to us in light of our current liquidity position and expected future cash flows.

We
are considering engaging a financial advisor to evaluate our current capital structure and to explore options with respect to a potential restructuring. In addition, we intend to seek
from time to time to repurchase a portion of the notes. Such repurchases, if any, will depend on prevailing market conditions, our liquidity needs, contractual restrictions, including those contained
in the Tax Sharing Agreement and the agreements governing our indebtedness, and other factors.

On
March 4, 2009, our board of directors voted to suspend the quarterly dividend. This action was taken to increase financial flexibility and enable us to begin to focus on
strengthening our capital structure. This action was expected to improve our liquidity by approximately $93 million annually.

Our
$2,030 million senior secured credit facility consists of a non-amortizing revolving facility in an aggregate principal amount of $200 million, a senior
secured term loan A facility in an aggregate principal amount of $500 million, a senior secured term loan B facility in the aggregate principal amount of $1,130 million and a delayed
draw term loan facility in an aggregate principal amount of $200 million. Spinco drew $1,160 million under the term loan immediately prior to being spun off by Verizon, and then
FairPoint drew $470 million under the term loan and $5.5 million under the delayed draw term loan concurrently with the closing of the merger.

Subsequent
to the merger, we borrowed the remaining $194.5 million available under the delayed draw term loan. These funds were used for certain capital expenditures and other
expenses associated with the merger. As of March 31, 2009, we had also borrowed $150.0 million under our $170.0 million revolving credit facility.

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On
October 5, 2008, the administrative agent under our credit facility filed for bankruptcy. The administrative agent accounted for thirty percent of the loan commitments under
our revolving credit facility. On January 21, 2009, we entered into an amendment to our credit facility under which, among other things, the administrative agent resigned and was replaced by a
new administrative agent. In addition, the resigning administrative agent's undrawn commitments under our revolving credit facility, totaling $30.0 million, were terminated and are no longer
available to us. See "Recent DevelopmentsCredit Facility Amendment." Accordingly, as of March 31, 2009, the remaining amount available under our revolving credit facility is
$4.7 million, net of outstanding letters of credit. As of March 31, 2009, we also had pending commitments for additional letters of credit totaling $3.7 million.

The
revolving credit facility has a swingline subfacility in the amount of $10.0 million and a letter of credit subfacility in the amount of $30.0 million, which allows for
issuances of standby letters of credit for our account. Our credit facility also permits interest rate and currency exchange swaps and similar arrangements that we may enter into with the lenders
under our credit facility and/or their affiliates.

The
term loan B facility and the delayed draw term loan will mature in March 2015 and the revolving credit facility and the term loan A facility will mature in March 2014. Each of the
term loan A facility, the term loan B facility and the delayed draw term loan are repayable in quarterly installments in the manner set forth in our credit facility.

Interest
rates for borrowings under our credit facility are, at our option, for the revolver and for the term loans at either (a) the Eurodollar rate, as defined in the credit
agreement, plus an applicable margin or (b) the base rate, as defined in the credit agreement, plus an applicable margin.

Our
credit facility contains customary affirmative covenants and also contains negative covenants and restrictions, including, among others, with respect to the redemption or repurchase
of our other indebtedness, loans and investments, additional indebtedness, liens, capital expenditures, changes in the nature of our business, mergers, acquisitions, asset sales and transactions with
affiliates.

Borrowings
under our credit facility bear interest at variable interest rates. We have entered into various interest rate swap agreements which are detailed in note 7 of the notes
to our condensed consolidated financial statements for the three months ended March 31, 2009 included in this Quarterly Report. As a result of these swap agreements, approximately 76% of our
indebtedness effectively bore interest at fixed rates rather than variable rates as of March 31, 2009. After these interest rate swap agreements expire, our annual debt service obligations on
such portion of the term loans will vary from year to year unless we enter into a new interest rate swap or purchase an interest rate cap or other interest rate hedge. To the extent interest rates
increase in the future, we may not be able to enter into new interest rate swaps or to purchase interest rate caps or other interest rate hedges on acceptable terms.

Spinco
issued, and we assumed in the merger, $551.0 million aggregate principal amount of the notes. The notes mature on April 1, 2018 and are not redeemable at our option
prior to April 1, 2013. Interest is payable on the notes semi-annually, in cash, on April 1 and October 1. The notes bear interest at a fixed rate of
131/8% and principal is due at maturity. These notes were issued at a discount and, accordingly, at the date of their distribution, the notes had a carrying value of
$539.8 million (principal amount at maturity of $551.0 million less discount of $11.2 million).

The
indenture governing the notes limits, among other things, our ability to incur additional indebtedness and issue certain preferred stock, repurchase our capital stock or subordinated
debt, make certain investments, create certain liens, sell certain assets or merge or consolidate with or into other companies, incur restrictions on the ability of our subsidiaries to make
distributions or transfer assets to us and enter into transactions with affiliates.

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During
the three months ended March 31, 2009, we repurchased $8.0 million aggregate principal amount of the notes for an aggregate purchase price of $2.2 million in
cash. In addition, we prepaid $3.3 million of principal under the term loan A facility of our credit facility. In total, we retired $11.3 million of outstanding debt during the three
months ended March 31, 2009.

Our
ability to service our indebtedness will depend on our ability to generate sufficient cash in the future. Scheduled amortization payments will begin on the term loan A facility of
our credit facility in 2009, on the term loan B facility of our credit facility in 2010 and on the delayed draw facility in 2011. No principal payments are due on the notes prior to their maturity. We
will need to refinance all or a portion of our indebtedness on or before maturity and may not be able to refinance our indebtedness on commercially reasonable terms or at all.

Net
cash provided by (used in) operating activities was $46.1 million and $(0.3) million for the three months ended March 31, 2009 and 2008, respectively.

Net
cash used in investing activities was $57.6 million and $13.1 million for the three months ended March 31, 2009 and 2008, respectively. These cash flows
primarily reflect capital expenditures of $57.7 million and $24.6 million for the three months ended March 31, 2009 and 2008, respectively. Net cash used in investing activities
also includes acquired cash of $11.6 million for the three months ended March 31, 2008.

Net
cash provided by financing activities was $33.7 million and $24.3 million for the three months ended March 31, 2009 and 2008, respectively. For the three months
ended March 31, 2009, net proceeds from FairPoint's issuance of long-term debt were $50.0 million, repayment of long-term debt was $5.5 million and
dividends to stockholders was $23.0 million.

Cash
and cash equivalents at March 31, 2009 totaled $92.5 million, excluding restricted cash totaling an additional $55.2 million. At April 30, 2009, cash and
cash equivalents totaled $69.0 million.

We
expect our capital expenditures will be approximately $190 million to $210 million in 2009. We anticipate that we will fund these expenditures through cash flows from
operations and cash on hand.

We
expect our contributions to our employee pension plans and post-retirement medical plans will be approximately $0.6 million in 2009.

As
a condition to the approval of the merger and related transactions by state regulatory authorities, we have agreed to make capital expenditures following the completion of the merger.
As a condition to the approval of the transactions by the state regulatory authority in Maine, we agreed that, following the closing of the merger, we will make capital expenditures in Maine during
the first three years after the closing of $48 million in the first year and an average of $48 million in the first two years and an average of $47 million in the first three
years. We are also required to expend over a five year period not less than $40 million on equipment and infrastructure to expand the availability of broadband services in Maine, which is
expected to result in capital expenditures in Maine in excess of the minimum capital expenditure requirements described above.

The
order issued by the state regulatory authority in Vermont also requires us to make capital expenditures in Vermont during the first three years after the closing of the merger in the
amount of $41 million for the first year and averaging $40 million per year in the first two years and averaging $40 million per year in the first three years following the
closing. Pursuant to the Vermont order, we are required to remove double poles in Vermont, make service quality improvements and address certain broadband build-out commitments under a
performance enhancement plan in Vermont, using, in the case of double pole removal, $6.7 million provided by the Verizon Group and, in the case of service quality improvements under the
performance enhancement plan, $25 million provided by the Verizon Group. In Vermont we have also agreed to certain broadband build-out milestones that require us to reach 100%
broadband availability in 50% of our exchanges in Vermont, which could result in

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capital
expenditures of $44 million over such period in addition to the minimum capital expenditures required by the Vermont order as set forth above.

We
are also required to make capital expenditures in New Hampshire of at least $52 million during each of the first three years after the closing of the merger and
$49 million during each of the fourth and fifth years after the closing of the merger. The amount of any shortfall in any year must be expended in the following year, and the amount of any
excess in any year may be deducted from the amount required to be expended in the following year. If any shortfall in any year exceeds $3 million, then the amount that we are required to spend
in the following year shall be increased by 150% of the amount of such shortfall. If there is any shortfall at the end of the fifth year after the closing of the merger, we will be required to spend
150% of the amount of such shortfall at the direction of the New Hampshire Public Utilities Commission. The New Hampshire Public Utilities Commission may require that a portion of these increased
capital expenditures be directed toward state programs rather than invested in our assets. We are required to spend at least $56.4 million over the 60-month period following the
closing of the merger on broadband infrastructure in New Hampshire, which is expected to result in capital expenditures in New Hampshire in excess of the minimum capital expenditure requirements
described above. We also have the availability of $49.2 million contributed to us by the Verizon Group, and $1.0 million in interest earned thereon, to make capital and operating
expenditures in New Hampshire in addition to those described above for unexpected infrastructure improvements proposed by us and approved by the New Hampshire Public Utilities Commission.

Additionally,
the orders issued by the state regulatory authorities in Maine, New Hampshire and Vermont in connection with their approval of the merger include a requirement that we pay
the greater of $45 million or 90% of our free cash flow (defined as the cash flow remaining after all operating expenses, interest payments, tax payments, capital expenditures, dividends and
other routine cash expenditures have occurred) annually to reduce the principal amount of our indebtedness, until certain financial ratio tests have been satisfied.

On
January 30, 2009, we entered into the transition agreement with Verizon in connection with the cutover of certain back office systems, as contemplated by the transition
services agreement. The transition services agreement and related agreements had required us to make payments totaling approximately $45.4 million to Verizon in the first quarter of 2009,
including a one-time fee of $34.0 million due at cutover, with the balance related to the purchase of certain internet access hardware. The settlement set forth in the transition
agreement resulted in a $22.7 million improvement in our cash flow for the first quarter of 2009. See "Recent DevelopmentsTransition Agreement."

Summary of Contractual Obligations

The tables set forth below contain information with regard to disclosures about contractual obligations and commercial commitments.

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The
following table discloses aggregate information about our contractual obligations as of March 31, 2009 and the periods in which payments are due:

Payments Due by PeriodTotal

Less
Than
1 Year

1-3
Years

3-5
Years

More Than
5 Years(in thousands)Long-term debt, including current maturities(a)

$
2,519,750

$
45,000

$
108,300

$
413,200

$
1,953,250Interest payments on long-term debt obligations(b)


1,089,053


213,792


378,279


338,952


158,030Capital lease obligations


12,323


3,111


4,717


3,239


1,256Operating leases


48,200


11,692


18,833


13,520


4,155Total projected contractual obligations

$
3,699,326

$
273,595

$
510,129

$
768,911

$
2,116,691


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The
following table discloses aggregate information about our derivative financial instruments as of March 31, 2009, including the source of fair value of these instruments and
their maturities.

Fair Value of Contracts at Period EndTotal

Less than
1 year

1-3
years

3-5
years

More than
5 years(Dollars in thousands)Source of fair value:Derivative financial instruments(1)

$
(70,057
)

(39,860
)

(28,878
)

(1,319
)




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PART IIOTHER INFORMATION

Item 6.    Exhibits.

The exhibits filed as part of this Form 10-Q/A are listed in the index to exhibits immediately preceding such
exhibits, which index to exhibits is incorporated herein by reference.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned thereunto duly authorized.

FAIRPOINT COMMUNICATIONS, INC.Date: May 8, 2009

By:

/s/ ALFRED C. GIAMMARINOName:

Alfred C. GiammarinoTitle:

Executive Vice President
and Chief Financial Officer


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Exhibit Index

Exhibit No.

Description31.1

Certification as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*31.2

Certification as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*


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