FRONTIER COMMUNICATIONS CORPORATION


                                    FORM 10-Q


                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)


                     OF THE SECURITIES EXCHANGE ACT OF 1934


                FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2008



<PAGE>

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q
(Mark One)
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

                For the quarterly period ended September 30, 2008
                                               ------------------
                                       or
                                       --

| | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

              For the transition period from _________to__________

                        Commission file number: 001-11001
                                                ---------

                       FRONTIER COMMUNICATIONS CORPORATION
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

         Delaware                                       06-0619596
--------------------------------         ------------------------------------
(State or other jurisdiction of          (I.R.S. Employer Identification No.)
 incorporation or organization)

          3 High Ridge Park
        Stamford, Connecticut                              06905
----------------------------------------               ------------
(Address of principal executive offices)                (Zip Code)

                                 (203) 614-5600
              ----------------------------------------------------
              (Registrant's telephone number, including area code)


                                      N/A
              ----------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)

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  X    No
                                      ---      ---

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  "accelerated  filer,"  "large  accelerated  filer" and  "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
<TABLE>
<CAPTION>
<S>                          <C>                      <C>                        <C>
Large accelerated filer [X]   Accelerated filer [ ]   Non-accelerated filer [ ]   Smaller reporting company [ ]
</TABLE>

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).

                                  Yes       No  X
                                      ---      ---

The number of shares outstanding of the registrant's  Common Stock as of October
31, 2008 was 311,315,997.

<PAGE>
<TABLE>
<CAPTION>
              FRONTIER COMMUNICATIONS CORPORATION AND SUBSIDIARIES

                                      Index


                                                                                                     Page No.
                                                                                                     --------
   Part I.  Financial Information (Unaudited)

    Financial Statements

<S>                                                                                                      <C>
       Consolidated Balance Sheets as of September 30, 2008 and December 31, 2007                         2

       Consolidated Statements of Operations for the three months ended September 30, 2008 and 2007       3

       Consolidated Statements of Operations for the nine months ended September 30, 2008 and 2007        4

       Consolidated Statements of Shareholders' Equity for the year ended
       December 31, 2007 and the nine months ended September 30, 2008                                     5

       Consolidated  Statements of  Comprehensive  Income for the three
       and nine months ended September 30, 2008 and 2007                                                  5

       Consolidated Statements of Cash Flows for the nine months ended September 30, 2008 and 2007        6

       Notes to Consolidated Financial Statements                                                         7

     Management's Discussion and Analysis of Financial Condition and Results of Operations               18

     Quantitative and Qualitative Disclosures about Market Risk                                          31

     Controls and Procedures                                                                             32

   Part II.  Other Information

     Legal Proceedings                                                                                   33

     Risk Factors                                                                                        33

     Unregistered Sales of Equity Securities and Use of Proceeds                                         33

     Exhibits                                                                                            35

     Signature                                                                                           36
</TABLE>

                                       1


<PAGE>
<TABLE>
<CAPTION>
                          PART I. FINANCIAL INFORMATION

   Item 1.    Financial Statements
              --------------------

              FRONTIER COMMUNICATIONS CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                ($ in thousands)

                                                                                     (Unaudited)
                                                                                  September 30, 2008     December 31, 2007
                                                                                  ------------------     ------------------
ASSETS
------
Current assets:
<S>                                                                                     <C>                   <C>
    Cash and cash equivalents                                                           $    91,086            $   226,466
    Accounts receivable, less allowances of $35,707 and $32,748, respectively               223,203                234,762
    Other current assets                                                                     55,510                 62,926
                                                                                  ------------------     ------------------
      Total current assets                                                                  369,799                524,154

Property, plant and equipment, net                                                        3,250,897              3,335,244
Goodwill, net                                                                             2,641,814              2,634,559
Other intangibles, net                                                                      405,304                547,735
Investments                                                                                  22,561                 21,191
Other assets                                                                                190,351                193,186
                                                                                  ------------------     ------------------
           Total assets                                                                 $ 6,880,726            $ 7,256,069
                                                                                  ==================     ==================

LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Current liabilities:
    Long-term debt due within one year                                                  $     3,842            $     2,448
    Accounts payable and other current liabilities                                          353,425                443,443
                                                                                  ------------------     ------------------
      Total current liabilities                                                             357,267                445,891

Deferred income taxes                                                                       711,375                711,645
Other liabilities                                                                           347,275                363,737
Long-term debt                                                                            4,745,161              4,736,897

Shareholders' equity:
    Common stock, $0.25 par value (600,000,000 authorized shares; 311,450,000
      and 327,749,000 outstanding, respectively, and 349,456,000
      issued at September 30, 2008 and December 31, 2007)                                    87,364                 87,364
    Additional paid-in capital                                                            1,190,103              1,280,508
    Retained earnings                                                                         3,865                 14,001
    Accumulated other comprehensive loss, net of tax                                        (75,774)               (77,995)
    Treasury stock                                                                         (485,910)              (305,979)
                                                                                  ------------------     ------------------
      Total shareholders' equity                                                            719,648                997,899
                                                                                  ------------------     ------------------
           Total liabilities and shareholders' equity                                   $ 6,880,726            $ 7,256,069
                                                                                  ==================     ==================

</TABLE>

        The accompanying Notes are an integral part of these Consolidated
                             Financial Statements.


                                       2
<PAGE>
<TABLE>
<CAPTION>
                    PART I. FINANCIAL INFORMATION (Continued)

              FRONTIER COMMUNICATIONS CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
             FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2008 AND 2007
                 ($ in thousands, except for per-share amounts)
                                   (Unaudited)

                                                                        2008            2007
                                                                   ---------------  --------------
<S>                                                                     <C>             <C>
Revenue                                                                 $ 557,871       $ 575,814

Operating expenses:
     Network access expenses                                               52,478          56,566
     Other operating expenses                                             203,496         215,266
     Depreciation and amortization                                        137,656         138,057
                                                                   ---------------  --------------
Total operating expenses                                                  393,630         409,889
                                                                   ---------------  --------------
Operating income                                                          164,241         165,925

Investment and other income, net                                            1,302           7,172
Interest expense                                                           90,333          95,158
                                                                   ---------------  --------------
     Income before income taxes                                            75,210          77,939
Income tax expense                                                         28,215          30,524
                                                                   ---------------  --------------

Net income available for common shareholders                            $  46,995       $  47,415
                                                                   ===============  ==============

Basic income per common share                                           $    0.15       $    0.14
                                                                   ===============  ==============

Diluted income per common share                                         $    0.15       $    0.14
                                                                   ===============  ==============

</TABLE>

        The accompanying Notes are an integral part of these Consolidated
                             Financial Statements.

                                       3
<PAGE>
<TABLE>
<CAPTION>
                    PART I. FINANCIAL INFORMATION (Continued)

              FRONTIER COMMUNICATIONS CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2008 AND 2007
                 ($ in thousands, except for per-share amounts)
                                   (Unaudited)

                                                                       2008            2007
                                                                  ---------------  --------------
<S>                                                                   <C>            <C>
Revenue                                                               $1,689,626     $ 1,710,787

Operating expenses:
     Network access expenses                                             167,025         161,641
     Other operating expenses                                            609,093         617,921
     Depreciation and amortization                                       422,986         400,700
                                                                  ---------------  --------------
Total operating expenses                                               1,199,104       1,180,262
                                                                  ---------------  --------------
Operating income                                                         490,522         530,525

Investment and other income, net                                           6,460          10,672
Interest expense                                                         271,903         287,771
                                                                  ---------------  --------------
     Income before income taxes                                          225,079         253,426
Income tax expense                                                        76,717          97,785
                                                                  ---------------  --------------

Net income available for common shareholders                          $  148,362     $   155,641
                                                                  ===============  ==============

Basic income per common share                                         $     0.46     $      0.47
                                                                  ===============  ==============

Diluted income per common share                                       $     0.46     $      0.47
                                                                  ===============  ==============
</TABLE>

        The accompanying Notes are an integral part of these Consolidated
                             Financial Statements.

                                       4
<PAGE>
<TABLE>
<CAPTION>
                    PART I. FINANCIAL INFORMATION (Continued)

              FRONTIER COMMUNICATIONS CORPORATION AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                FOR THE YEAR ENDED DECEMBER 31, 2007 AND THE NINE
                MONTHS ENDED SEPTEMBER 30, 2008 ($ and shares in
                    thousands, except for per-share amounts)
                                   (Unaudited)


                                                                              Accumulated
                                     Common Stock      Additional                Other       Treasury Stock         Total
                                   ------------------   Paid-In     Retained  Comprehensive --------------------  Shareholders'
                                   Shares    Amount     Capital     Earnings      Loss      Shares     Amount       Equity
                                   -------- --------- ----------- ------------ ------------ -------- ------------ -------------

<S>                               <C>       <C>      <C>           <C>          <C>        <C>      <C>           <C>
Balance January 1, 2007            343,956   $85,989  $1,207,399    $ 134,705    $ (81,899) (21,691) $ (288,162)   $1,058,032
   Stock plans                           -         -      (6,237)         667            -    1,824      25,399        19,829
   Acquisition of Commonwealth       5,500     1,375      77,939            -            -   12,640     168,121       247,435
   Conversion of EPPICS                  -         -        (549)           -            -      291       3,888         3,339
   Conversion of Commonwealth Notes      -         -       1,956            -            -    2,508      34,775        36,731
   Dividends on common stock of
      $1.00 per share                    -         -           -     (336,025)           -        -           -      (336,025)
   Shares repurchased                    -         -           -            -            -  (17,279)   (250,000)     (250,000)
   Net income                            -         -           -      214,654            -        -           -       214,654
   Other comprehensive income,
     net of tax and
     reclassifications adjustments       -         -           -            -        3,904        -           -         3,904
                                   -------- --------- ----------- ------------ ------------ -------- -----------   -----------
Balance December 31, 2007          349,456    87,364   1,280,508       14,001      (77,995) (21,707)   (305,979)      997,899
   Stock plans                           -         -      (8,231)           -            -    1,100      15,601         7,370
   Acquisition of Commonwealth           -         -           1            -            -        2          31            32
   Conversion of EPPICS                  -         -         (71)           -            -       49         636           565
   Dividends on common stock of
      $0.75 per share                    -         -     (82,104)    (158,498)           -        -           -      (240,602)
   Shares repurchased                    -         -           -            -            -  (17,450)   (196,199)     (196,199)
   Net income                            -         -           -      148,362            -        -           -       148,362
   Other comprehensive income,
     net of tax and
     reclassifications adjustments       -         -           -            -        2,221        -           -         2,221
                                   -------- --------- ----------- ------------ ------------ -------- -----------   -----------
Balance September 30, 2008         349,456   $87,364  $1,190,103    $   3,865    $ (75,774) (38,006) $ (485,910)   $  719,648
                                   ======== ========= =========== ============ ============ ======== ===========   ===========


                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
         FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2008 AND 2007
                                ($ in thousands)
                                   (Unaudited)

                                          For the three months ended September 30,  For the nine months ended September 30,
                                         -----------------------------------------  ---------------------------------------
                                              2008                  2007                  2008                 2007
                                         ------------------  ---------------------  ------------------  -------------------

Net income                                        $ 46,995             $ 47,415             $ 148,362            $ 155,641
Other comprehensive income (loss),
   net of tax and reclassifications
   adjustments                                       1,387                 (653)                2,221                2,491
                                         ------------------  -------------------    ------------------  -------------------
Total comprehensive income                        $ 48,382             $ 46,762             $ 150,583            $ 158,132
                                         ==================  ===================    ==================  ===================

</TABLE>

        The accompanying Notes are an integral part of these Consolidated
                             Financial Statements.

                                       5

<PAGE>
<TABLE>
<CAPTION>

                    PART I. FINANCIAL INFORMATION (Continued)

              FRONTIER COMMUNICATIONS CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2008 AND 2007
                                ($ in thousands)
                                   (Unaudited)

                                                                                 2008              2007
                                                                            ----------------  ----------------

Cash flows provided by (used in) operating activities:
<S>                                                                               <C>              <C>
Net income                                                                        $ 148,362        $  155,641
Adjustments to reconcile income to net cash provided by
   operating activities:
       Depreciation and amortization expense                                        422,986           400,700
       Stock based compensation expense                                               9,211             7,809
       Loss on extinguishment of debt                                                 6,290            20,186
       Other non-cash adjustments                                                    (7,112)           12,605
       Deferred income taxes                                                        (11,040)           54,124
       Legal settlement                                                                   -            (7,905)
       Change in accounts receivable                                                  9,299            (5,581)
       Change in accounts payable and other liabilities                             (74,059)          (81,493)
       Change in other current assets                                                (6,847)           (2,822)
                                                                            ----------------  ----------------
Net cash provided by operating activities                                           497,090           553,264

Cash flows provided from (used by) investing activities:
       Capital expenditures                                                        (204,199)         (202,641)
       Cash paid for Commonwealth (net of cash acquired)                                  -          (661,081)
       Other assets (purchased) distributions received, net                          (2,104)            4,401
                                                                            ----------------  ----------------
Net cash used by investing activities                                              (206,303)         (859,321)

Cash flows provided from (used by) financing activities:
       Long-term debt borrowings                                                    135,000           950,000
       Long-term debt payments                                                     (131,231)         (945,466)
       Settlement of interest rate swaps                                             15,521                 -
       Financing costs paid                                                            (857)          (15,753)
       Premium paid to retire debt                                                   (6,290)          (16,160)
       Issuance of common stock                                                       1,382            13,349
       Common stock repurchased                                                    (196,199)         (219,111)
       Dividends paid                                                              (240,602)         (254,084)
       Repayment of customer advances for construction                               (2,891)             (386)
                                                                            ----------------  ----------------
Net cash used by financing activities                                              (426,167)         (487,611)

Decrease in cash and cash equivalents                                              (135,380)         (793,668)
Cash and cash equivalents at January 1,                                             226,466         1,041,106
                                                                            ----------------  ----------------
Cash and cash equivalents at September 30,                                        $  91,086        $  247,438
                                                                            ================  ================
Cash paid during the period for:
       Interest                                                                   $ 302,606        $  295,463
       Income taxes                                                               $  70,174        $   53,670

Non-cash investing and financing activities:
       Change in fair value of interest rate swaps                                $   7,909        $    6,772
       Conversion of EPPICS                                                       $     565        $    3,289
       Conversion of Commonwealth Notes                                           $       -        $   36,731
       Shares issued for Commonwealth acquisition                                 $      32        $  247,407
       Acquired debt                                                              $       -        $  244,553
       Other acquired liabilities                                                 $       -        $  111,089

</TABLE>

        The accompanying Notes are an integral part of these Consolidated
                             Financial Statements.

                                       6
<PAGE>
                    PART I. FINANCIAL INFORMATION (Continued)
              FRONTIER COMMUNICATIONS CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1)  Summary of Significant Accounting Policies:
     -------------------------------------------
     (a)  Basis of Presentation and Use of Estimates:
          -------------------------------------------
          Frontier Communications  Corporation (formerly Citizens Communications
          Company through July 30, 2008) and its subsidiaries are referred to as
          "we," "us,"  "our," or the  "Company" in this  report.  Our  unaudited
          consolidated  financial  statements  have been  prepared in accordance
          with accounting  principles generally accepted in the United States of
          America  (U.S.  GAAP)  and  should  be read in  conjunction  with  the
          consolidated  financial  statements  and notes  included in our Annual
          Report on Form 10-K for the year  ended  December  31,  2007.  Certain
          reclassifications  of balances  previously  reported have been made to
          conform to the  current  presentation.  All  significant  intercompany
          balances and transactions have been eliminated in consolidation. These
          unaudited  consolidated  financial  statements include all adjustments
          (consisting  of normal  recurring  accruals)  considered  necessary to
          present fairly the results for the interim periods shown.

          The  preparation of financial  statements in conformity with U.S. GAAP
          requires management to make estimates and assumptions which affect the
          reported  amounts  of  assets  and  liabilities  at  the  date  of the
          financial   statements,   the  disclosure  of  contingent  assets  and
          liabilities,  and the reported  amounts of revenue and expenses during
          the reporting period.  Actual results may differ from those estimates.
          Estimates  and judgments  are used when  accounting  for allowance for
          doubtful accounts, impairment of long-lived assets, intangible assets,
          depreciation   and   amortization,   income  taxes,   purchase   price
          allocations,  contingencies,  the  long-term  incentive  program,  and
          pension  and other  postretirement  benefits,  among  others.  Certain
          information  and  footnote   disclosures  have  been  excluded  and/or
          condensed  pursuant to Securities  and Exchange  Commission  rules and
          regulations.  The results of the interim  periods are not  necessarily
          indicative of the results for the full year.

     (b)  Revenue Recognition:
          --------------------
          Revenue is recognized  when services are provided or when products are
          delivered to  customers.  Revenue that is billed in advance  includes:
          monthly recurring network access services, special access services and
          monthly  recurring  local line charges.  The unearned  portion of this
          revenue is initially  deferred as a component of other  liabilities on
          our  consolidated  balance  sheet and  recognized  in revenue over the
          period  that the  services  are  provided.  Revenue  that is billed in
          arrears  includes:  non-recurring  network access  services,  switched
          access  services,   non-recurring  local  services  and  long-distance
          services.   The  earned  but  unbilled  portion  of  this  revenue  is
          recognized in revenue in our consolidated statements of operations and
          accrued in accounts  receivable  in the period that the  services  are
          provided.  Excise  taxes are  recognized  as a liability  when billed.
          Installation  fees and their related direct and incremental  costs are
          initially  deferred  and  recognized  as revenue and expense  over the
          average  term of a  customer  relationship.  We  recognize  as current
          period  expense  the  portion  of  installation   costs  that  exceeds
          installation fee revenue.

          The Company collects various taxes from its customers and subsequently
          remits such funds to governmental  authorities.  Substantially  all of
          these taxes are recorded  through the  consolidated  balance sheet and
          presented on a net basis in our consolidated statements of operations.
          We also collect Universal Service Fund (USF) surcharges from customers
          (primarily  federal USF) which have been  recorded on a gross basis in
          our  consolidated  statements of operations  and have been included in
          revenue and other operating  expenses at $9.6 million and $9.6 million
          for the three months ended September 30, 2008 and 2007,  respectively,
          and at $28.0  million  and $26.7  million  for the nine  months  ended
          September 30, 2008 and 2007, respectively.

     (c)  Derivative Instruments and Hedging Activities:
          ----------------------------------------------
          We account  for  derivative  instruments  and  hedging  activities  in
          accordance with Statement of Financial Accounting Standards (SFAS) No.
          133,  "Accounting for Derivative  Instruments and Hedging Activities,"
          as amended.  SFAS No. 133, as amended,  requires  that all  derivative
          instruments,  such  as  interest  rate  swaps,  be  recognized  in the
          financial  statements  and  measured at fair value  regardless  of the
          purpose or intent of holding them.

          As of  December  31,  2007,  we had  interest  rate swap  arrangements
          related to a portion of our fixed rate debt. These  arrangements  were
          all terminated on January 15, 2008. These hedge  strategies  satisfied
          the fair value hedging  requirements of SFAS No. 133, as amended. As a
          result,  the  appreciation  in value of the swaps  through the time of

                                       7
<PAGE>
          termination  is  included  in the  consolidated  balance  sheet and is
          recognized  as  lower  interest  expense  over  the  duration  of  the
          remaining life of the underlying debt.

     (d)  Goodwill and Other Intangibles:
          -------------------------------
          Intangibles represent the excess of purchase price over the fair value
          of identifiable  tangible net assets acquired. We undertake studies to
          determine  the fair  values of assets  and  liabilities  acquired  and
          allocate   purchase  prices  to  assets  and  liabilities,   including
          property,  plant  and  equipment,   goodwill  and  other  identifiable
          intangibles.  We  annually  (during  the fourth  quarter)  examine the
          carrying  value of our goodwill  and trade name to  determine  whether
          there  are any  impairment  losses.  We  test  for  impairment  at the
          "operating  segment"  level,  as that term is defined in SFAS No. 142,
          "Goodwill  and Other  Intangibles  Assets." The Company  currently has
          four  "operating  segments"  which are aggregated  into one reportable
          segment.

          SFAS No. 142 requires that  intangible  assets with  estimated  useful
          lives be amortized  over those lives and be reviewed for impairment in
          accordance  with SFAS No. 144,  "Accounting for Impairment or Disposal
          of Long-Lived  Assets" to determine whether any changes to these lives
          are  required.  We  periodically  reassess  the  useful  life  of  our
          intangible  assets to determine whether any changes to those lives are
          required.

(2)  Recent Accounting Literature and Changes in Accounting Principles:
     ------------------------------------------------------------------

     Accounting for Endorsement Split-Dollar Life Insurance Arrangements
     -------------------------------------------------------------------
     In September 2006, the Financial  Accounting Standards Board (FASB) reached
     consensus on the guidance provided by Emerging Issues Task Force (EITF) No.
     06-4,  "Accounting for Deferred  Compensation  and  Postretirement  Benefit
     Aspects of  Endorsement  Split-Dollar  Life  Insurance  Arrangements."  The
     guidance  is  applicable  to   endorsement   split-dollar   life  insurance
     arrangements,   whereby  the  employer  owns  and  controls  the  insurance
     policies,  that are associated with a postretirement benefit. EITF No. 06-4
     requires that for a  split-dollar  life  insurance  arrangement  within the
     scope of the issue,  an employer  should  recognize a liability  for future
     benefits  in   accordance   with  SFAS  No.  106  (if,  in   substance,   a
     postretirement  benefit plan exists) or Accounting Principles Board Opinion
     (APB) No. 12 (if the arrangement is, in substance,  an individual  deferred
     compensation   contract)  based  on  the  substantive  agreement  with  the
     employee.  EITF No. 06-4 is  effective  for fiscal  years  beginning  after
     December 15, 2007. Our adoption of the accounting  requirements of EITF No.
     06-4 in the first quarter of 2008 had no impact on our financial  position,
     results of operations or cash flows.

     Fair Value Measurements
     -----------------------
     In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements,"
     which defines fair value, establishes a framework for measuring fair value,
     and expands  disclosures about fair value  measurements.  In February 2008,
     the FASB amended SFAS No. 157 to defer the  application of this standard to
     nonfinancial  assets and liabilities until 2009. The provisions of SFAS No.
     157 related to financial  assets and  liabilities  were effective as of the
     beginning  of our 2008  fiscal  year.  Our  adoption  of SFAS No.  157,  as
     amended,  in the  first  quarter  of 2008 had no  impact  on our  financial
     position,  results of operations or cash flows. We are still in the process
     of  evaluating  this  standard  with respect to its effect on  nonfinancial
     assets and  liabilities  and therefore  have not yet  determined the impact
     that it will have on our financial  statements  upon full adoption in 2009.
     Nonfinancial  assets  and  liabilities  for which we have not  applied  the
     provisions  of SFAS  No.  157  include  those  measured  at fair  value  in
     impairment testing and those initially measured at fair value in a business
     combination.

     The Fair Value Option for Financial Assets and Financial Liabilities
     --------------------------------------------------------------------
     In February  2007, the FASB issued SFAS No. 159, "The Fair Value Option for
     Financial Assets and Financial Liabilities - Including an Amendment of FASB
     Statement  No.  115,"  which  permits  entities  to choose to measure  many
     financial instruments and certain other items at fair value. The provisions
     of SFAS No. 159 are  effective as of the beginning of our 2008 fiscal year.
     Our  adoption  of SFAS No.  159 in the first  quarter of 2008 had no impact
     (not applicable) on our financial  position,  results of operations or cash
     flows.

     Accounting for Collateral Assignment Split-Dollar Life Insurance
     ----------------------------------------------------------------
     Arrangements
     ------------
     In March 2007, the FASB ratified the consensus reached by the EITF on Issue
     No.  06-10,   "Accounting  for  Collateral  Assignment   Split-Dollar  Life
     Insurance  Arrangements." EITF No. 06-10 provides guidance on an employers'
     recognition  of a liability and related  compensation  costs for collateral
     assignment  split-dollar life insurance arrangements that provide a benefit

                                       8
<PAGE>
     to an employee that extends into postretirement  periods,  and the asset in
     collateral assignment  split-dollar life insurance  arrangements.  EITF No.
     06-10 is effective for fiscal years  beginning after December 15, 2007. Our
     adoption  of the  accounting  requirements  of EITF No.  06-10 in the first
     quarter  of 2008  had no  impact  on our  financial  position,  results  of
     operations or cash flows.

     Accounting for the Income Tax Benefits of Dividends on Share-Based Payment
     --------------------------------------------------------------------------
     Awards
     ------
     In June 2007, the FASB ratified EITF No. 06-11,  "Accounting for the Income
     Tax Benefits of Dividends on  Share-Based  Payment  Awards." EITF No. 06-11
     provides that tax benefits associated with dividends on share-based payment
     awards be recorded as a component of additional  paid-in capital.  EITF No.
     06-11 is effective,  on a  prospective  basis,  for fiscal years  beginning
     after December 15, 2007. The  implementation  of this standard in the first
     quarter of 2008 had no material impact on our financial  position,  results
     of operations or cash flows.

     Business Combinations
     ---------------------
     In December 2007, the FASB revised SFAS No. 141,  "Business  Combinations."
     The revised  statement,  SFAS No.  141R,  requires an  acquiring  entity to
     recognize all the assets acquired and liabilities  assumed in a transaction
     at the acquisition date at fair value, to remeasure  liabilities related to
     contingent  consideration at fair value in each subsequent reporting period
     and to expense all  acquisition  related costs.  The effective date of SFAS
     No. 141R is for business  combinations for which the acquisition date is on
     or after the beginning of the first annual reporting period beginning on or
     after  December  15,  2008.  This  standard  does not impact our  currently
     reported results.

     Noncontrolling Interests in Consolidated Financial Statements
     -------------------------------------------------------------
     In December 2007, the FASB issued SFAS No. 160,  "Noncontrolling  Interests
     in   Consolidated   Financial   Statements."   SFAS  No.  160   establishes
     requirements for ownership  interest in subsidiaries  held by parties other
     than  the  Company  (sometimes  called  "minority   interest")  be  clearly
     identified,  presented  and  disclosed  in the  consolidated  statement  of
     financial  position  within  shareholder  equity,  but  separate  from  the
     parent's  equity.  All  changes  in the  parent's  ownership  interest  are
     required to be accounted for  consistently as equity  transactions  and any
     noncontrolling  equity  investments in unconsolidated  subsidiaries must be
     measured  initially  at  fair  value.  SFAS  No.  160  is  effective,  on a
     prospective  basis,  for fiscal years  beginning  after  December 15, 2008.
     However,  presentation and disclosure  requirements must be retrospectively
     applied to  comparative  financial  statements.  The  Company is  currently
     assessing the impact of SFAS No. 160 on its financial position,  results of
     operations and cash flows.

     The Hierarchy of Generally Accepted Accounting Principles
     ---------------------------------------------------------
     In May 2008,  the FASB issued SFAS No. 162,  "The  Hierarchy  of  Generally
     Accepted  Accounting  Principles." This standard  identifies the sources of
     accounting  principles and the framework for selecting the principles to be
     used in the preparation of financial statements of nongovernmental entities
     that are presented in conformity with U.S. GAAP. The effective date of SFAS
     No. 162 is November  15,  2008.  The Company does not believe that SFAS No.
     162 will  change its  current  practices  and  thereby  will not impact the
     preparation of the consolidated financial statements.

     Determining Whether Instruments Granted in Share-Based Payment Transactions
     ---------------------------------------------------------------------------
     are Participating Securities
     ----------------------------
     In June 2008,  the FASB  ratified  FSP EITF  03-6-1,  "Determining  Whether
     Instruments Granted in Share-Based  Payment  Transactions are Participating
     Securities."  FSP EITF  03-6-1  addresses  whether  instruments  granted in
     share-based  payment  transactions  are  participating  securities prior to
     vesting and,  therefore,  should be included in the earnings  allocation in
     computing earnings per share under the two-class method. FSP EITF 03-6-1 is
     effective,  on a retrospective  basis, for financial  statements issued for
     fiscal years  beginning after December 15, 2008, and interim periods within
     those years.  The Company has  concluded  that our  outstanding  non-vested
     restricted  stock is a  participating  security in accordance with FSP EITF
     03-6-1 and that we will be required to adjust our previously reported basic
     and diluted income per common share.  The Company expects that our adoption
     of FSP EITF 03-6-1 in the first  quarter of 2009 will increase our weighted
     average shares  outstanding and may reduce our basic and diluted income per
     common share from that previously reported.

(3)  Acquisition of Commonwealth Telephone and Global Valley Networks:
     -----------------------------------------------------------------
     On March 8, 2007,  we acquired  Commonwealth  Telephone  Enterprises,  Inc.
     (Commonwealth or CTE) in a cash-and-stock taxable transaction,  for a total
     consideration of approximately $1.1 billion. We paid $804.1 million in cash
     ($663.7  million net,  after cash  acquired) and issued common stock with a
     value of $247.4 million.

                                       9
<PAGE>

     On October 31, 2007, we acquired Global Valley Networks, Inc. (GVN) and GVN
     Services (GVS) through the purchase from Country Road  Communications,  LLC
     of 100% of the outstanding common stock of Evans Telephone Holdings,  Inc.,
     the parent  Company of GVN and GVS. The purchase price of $62.0 million was
     paid with cash on hand.

     We have accounted for the acquisitions of Commonwealth and GVN as purchases
     under U.S. GAAP.  Under the purchase  method of accounting,  the assets and
     liabilities  of  Commonwealth  and GVN are recorded as of their  respective
     acquisition  dates, at their respective fair values,  and consolidated with
     those  of  Frontier.  The  reported  consolidated  financial  condition  of
     Frontier as of September  30, 2008  reflects the final  allocation of these
     fair values for Commonwealth and GVN.

     With  respect  to our  acquisition  of GVN,  the  purchase  price  has been
     allocated  based on fair values to the net tangible and  intangible  assets
     acquired and liabilities  assumed. The final allocation of the GVN purchase
     price is as follows:

  ($ in thousands)
  ----------------

Allocation of purchase price:
   Current assets                                           $  1,631
   Property, plant and equipment                              24,037
   Goodwill                                                   33,802
   Other intangibles                                           7,250
   Other assets                                                  812
   Current portion of debt                                       (17)
   Accounts payable and other current liabilities               (626)
   Deferred income taxes                                      (3,740)
   Other liabilities                                          (1,148)
                                                    -----------------
Total Purchase Price                                        $ 62,001
                                                    =================

     The  following  unaudited  pro forma  financial  information  presents  the
     combined results of operations of Frontier,  Commonwealth and GVN as if the
     acquisitions had occurred at the beginning of 2007. The historical  results
     of the Company  include the  results of  Commonwealth  from the date of its
     acquisition on March 8, 2007,  and GVN from the date of its  acquisition on
     October 31, 2007. The pro forma  information is not necessarily  indicative
     of what the financial position or results of operations actually would have
     been had the  acquisitions  been  completed at the  beginning  of 2007.  In
     addition, the unaudited pro forma financial information does not purport to
     project  the future  financial  position or  operating  results of Frontier
     after completion of the acquisitions.
<TABLE>
<CAPTION>
                                                        For the three           For the nine
                                                         months ended           months ended
                                                      September 30, 2007     September 30, 2007
                                                     ---------------------   -------------------
($ in thousands, except per share amounts)
------------------------------------------

<S>                                                             <C>                 <C>
Revenue                                                         $ 579,710           $ 1,784,343
Operating income                                                $ 166,318           $   545,066
Net income available for common shareholders                    $  45,731           $   161,348
Basic income per common share                                   $    0.14           $      0.49
Diluted income per common share                                 $    0.14           $      0.48

</TABLE>


                                       10
<PAGE>
<TABLE>
<CAPTION>
(4)  Accounts Receivable:
     --------------------
     The  components  of  accounts  receivable,  net at  September  30, 2008 and
     December 31, 2007 are as follows:

              ($ in thousands)
              ----------------                                 September 30, 2008      December 31, 2007
                                                             -----------------------  --------------------
              <S>                                                     <C>                   <C>
              End user                                                 $ 244,056             $ 244,592
              Other                                                       14,854                22,918
              Less:  Allowance for doubtful accounts                     (35,707)              (32,748)
                                                             -----------------------  --------------------
                Accounts receivable, net                               $ 223,203             $ 234,762
                                                             =======================  ====================

     The Company  maintains an allowance  for  estimated  bad debts based on its
     estimate of  collectibility of its accounts  receivable.  Bad debt expense,
     which is  recorded as a reduction  of  revenue,  was $8.1  million and $8.7
     million  for  the  three  months  ended   September   30,  2008  and  2007,
     respectively, and $23.7 million and $20.3 million for the nine months ended
     September 30, 2008 and 2007, respectively.

(5)  Property, Plant and Equipment, Net:
     -----------------------------------
     Property,  plant and  equipment at September 30, 2008 and December 31, 2007
     is as follows:

              ($ in thousands)
              ----------------                           September 30, 2008      December 31, 2007
                                                        ---------------------   ---------------------

              Property, plant and equipment                    $ 7,542,581             $ 7,375,297
              Less: Accumulated depreciation                    (4,291,684)             (4,040,053)
                                                        ---------------------   ---------------------
                    Property, plant and equipment, net         $ 3,250,897             $ 3,335,244
                                                        =====================   =====================

     Depreciation  expense is principally  based on the composite  group method.
     Depreciation  expense  was $92.8  million  and $90.7  million for the three
     months ended September 30, 2008 and 2007, respectively,  and $286.3 million
     and $270.6  million for the nine months ended  September 30, 2008 and 2007,
     respectively.

(6)  Other Intangibles:
     ------------------
     Other  intangibles  at  September  30,  2008 and  December  31, 2007 are as
     follows:

              ($ in thousands)
              ----------------                           September 30, 2008       December 31, 2007
                                                       ------------------------  ---------------------

              Customer base                                      $ 1,265,052            $ 1,271,085
              Trade name                                             132,664                132,381
                                                       ------------------------  ---------------------
                 Other intangibles                                 1,397,716              1,403,466
              Less: Accumulated amortization                        (992,412)              (855,731)
                                                       ------------------------  ---------------------
                  Total other intangibles, net                   $   405,304            $   547,735
                                                       ========================  =====================
</TABLE>

     Amortization  expense  was $44.9  million  and $47.3  million for the three
     months ended September 30, 2008 and 2007, respectively,  and $136.7 million
     and $130.1  million for the nine months ended  September 30, 2008 and 2007,
     respectively.  Amortization  expense  for the three and nine  months  ended
     September  30,  2008 is  comprised  of $31.6  million  and  $94.8  million,
     respectively,  for amortization associated with our "legacy" properties and
     $13.3  million  and $41.9  million,  respectively,  for  intangible  assets
     (customer base and trade name) that were acquired in the  Commonwealth  and
     GVN acquisitions.

                                       11
<PAGE>
<TABLE>
<CAPTION>

(7)  Long-Term Debt:
     ---------------
     The activity in our long-term  debt from December 31, 2007 to September 30,
     2008 is as follows:

                                                              Nine months ended September 30, 2008
                                            -----------------------------------------------------------------
                                                                                                                        Interest
                                                                           Interest                                       Rate* at
                            December 31,                       New           Rate      Conversion to    September 30,  September 30,
($ in thousands)                2007         Payments       Borrowings       Swap       Common Stock        2008            2008
----------------           ---------------  ------------ -------------  ------------  ---------------  -----------------------------

  Rural Utilities Service
<S>                           <C>            <C>            <C>            <C>                <C>        <C>              <C>
    Loan Contracts            $    17,555    $     (707)    $       -      $      -           $    -     $    16,848      6.07%

  Senior Unsecured Debt         4,715,013      (130,524)      135,000        (7,909)               -       4,711,580      7.69%

  EPPICS                           14,521             -             -             -             (565)         13,956      5.00%

  Industrial Development
     Revenue Bonds                 13,550             -             -             -                -          13,550      6.31%
                           ---------------  ------------ -------------  ------------  ---------------  --------------
TOTAL LONG-TERM DEBT          $ 4,760,639    $ (131,231)    $ 135,000      $ (7,909)          $ (565)    $ 4,755,934      7.67%
                           ===============  ============ =============  ============  ===============  ==============

  Less: Debt Discount             (21,294)                                                                    (6,931)
  Less: Current Portion            (2,448)                                                                    (3,842)
                           ---------------                                                             --------------
                              $ 4,736,897                                                                $ 4,745,161
                           ===============                                                             ==============
</TABLE>

* Interest rate includes  amortization of debt issuance costs,  debt premiums or
discounts,  and deferred gain on interest rate swap  terminations.  The interest
rates for Rural  Utilities  Service Loan Contracts,  Senior  Unsecured Debt, and
Industrial  Development  Revenue Bonds represent a weighted  average of multiple
issuances.

     During the first nine  months of 2008,  we retired an  aggregate  principal
     amount of $131.8  million of debt,  consisting  of $128.7  million of 9.25%
     Senior  Notes due 2011,  $2.5 million of other  senior  unsecured  debt and
     rural  utilities  service  loan  contracts,  and $0.6 million of 5% Company
     Obligated Mandatorily  Redeemable Convertible Preferred Securities due 2036
     (EPPICS).

     On March 28, 2008, we borrowed $135.0 million under a senior unsecured term
     loan facility that was  established  on March 10, 2008. The loan matures in
     2013 and bears  interest  of 5.63% as of  September  30,  2008 based on the
     prime rate or LIBOR, at our election,  plus a margin which varies depending
     on our debt leverage ratio. We used the proceeds to repurchase,  during the
     first quarter of 2008,  $128.7 million principal amount of our 9.25% Senior
     Notes  due  2011  and to pay for the  $6.3  million  of  premium  on  early
     retirement of these notes.

     During the first  quarter of 2007,  we incurred and expensed  approximately
     $4.0 million of fees associated  with the bridge loan facility  established
     to temporarily fund our acquisition of Commonwealth.  On April 26, 2007, we
     redeemed  $495.2  million  principal  amount of our 7.625% Senior Notes due
     2008 at a price of  103.041%  plus  accrued and unpaid  interest.  The debt
     retirement  generated a pre-tax loss on the early extinguishment of debt at
     a premium of approximately  $16.3 million in the second quarter of 2007 and
     is included in investment  and other income,  net. As a result of this debt
     redemption,  we also terminated three interest rate swap agreements hedging
     an aggregate $150.0 million  notional amount of  indebtedness.  Payments on
     the swap terminations of approximately $1.0 million were made in the second
     quarter of 2007.

     As of September 30, 2008,  EPPICS  representing a total principal amount of
     $197.8  million have been converted  into  15,967,465  shares of our common
     stock.  Approximately  $3.5 million of EPPICS,  which are convertible  into
     300,974 shares of our common stock, were outstanding at September 30, 2008.
     The above table indicates $14.0 million of EPPICS  outstanding at September
     30, 2008, of which $10.5  million is debt of related  parties for which the
     Company has an offsetting receivable.

     As of  September  30,  2008,  we had an  available  line of credit with six
     financial   institutions  in  the  aggregate   amount  of  $250.0  million.
     Associated  facility fees vary,  depending on our debt leverage ratio,  and
     were 0.225% per annum as of September  30, 2008.  The  expiration  date for
     this $250.0 million five year revolving  credit  agreement is May 18, 2012.
     During the term of the credit  facility we may borrow,  repay and  reborrow
     funds. The credit facility is available for general corporate  purposes but
     may not be used to fund dividend payments.

                                       12
<PAGE>
<TABLE>
<CAPTION>

     We are in compliance with all of our debt and credit facility covenants.

(8)  Net Income Per Common Share:
     ----------------------------
     The  reconciliation  of the net income per common share calculation for the
     three and nine months ended September 30, 2008 and 2007,  respectively,  is
     as follows:

                                                         For the three months                   For the nine months
($ in thousands, except per share amounts)                ended September 30,                   ended September 30,
------------------------------------------         ----------------------------------   ---------------------------------
                                                        2008              2007               2008              2007
                                                   ----------------  ----------------   ----------------  ---------------
Net income used for basic and diluted earnings
----------------------------------------------
   per common share:
   -----------------
Total basic net income available for common
<S>                                                       <C>               <C>               <C>              <C>
  shareholders                                            $ 46,995          $ 47,415          $ 148,362        $ 155,641

Effect of conversion of preferred securities
  - EPPICS                                                      30                31                 92              120
                                                   ----------------  ----------------   ----------------  ---------------
Total diluted net income available for common
  shareholders                                            $ 47,025          $ 47,446          $ 148,454        $ 155,761
                                                   ================  ================   ================  ===============
Basic earnings per common share:
--------------------------------
Weighted average shares outstanding - basic                312,997           334,128            319,869          332,397
                                                   ----------------  ----------------   ----------------  ---------------

Net income per share available for common
  shareholders                                            $   0.15          $   0.14          $    0.46        $    0.47
                                                   ================  ================   ================  ===============
Diluted earnings per common share:
----------------------------------
Weighted average shares outstanding - basic                312,997           334,128            319,869          332,397
Effect of dilutive shares                                      411               651                456            1,007
Effect of conversion of preferred securities
  - EPPICS                                                     312               355                334              415
                                                   ----------------  ----------------   ----------------  ---------------
Weighted average shares outstanding - diluted              313,720           335,134            320,659          333,819
                                                   ================  ================   ================  ===============
Net income per share available for common
  shareholders                                            $   0.15          $   0.14          $    0.46        $    0.47
                                                   ================  ================   ================  ===============

</TABLE>

     Stock Options
     -------------
     For the three and nine months ended September 30, 2008, options to purchase
     1,962,000 and 2,450,000  shares (at exercise  prices ranging from $11.79 to
     $18.46) issuable under employee  compensation  plans were excluded from the
     computation of diluted  earnings per share (EPS) for those periods  because
     the  exercise  prices were  greater  than the average  market  price of our
     common  stock  and,  therefore,  the  effect  would  be  antidilutive.   In
     calculating  diluted  EPS we apply the  treasury  stock  method and include
     future unearned compensation as part of the assumed proceeds.

     For the three and nine months ended September 30, 2007, options to purchase
     1,825,000 and 1,244,000  shares (at exercise  prices ranging from $15.02 to
     $18.46) issuable under employee  compensation  plans were excluded from the
     computation  of diluted EPS for those periods  because the exercise  prices
     were greater than the average market price of common shares and, therefore,
     the effect would be antidilutive.

     In  addition,  for the three and nine months ended  September  30, 2008 and
     2007,   restricted   stock  awards  of  1,740,000  and  1,342,000   shares,
     respectively,   are  excluded  from  our  basic  weighted   average  shares
     outstanding  and  included in our  dilutive  shares until the shares are no
     longer  subject to  restriction  after the  satisfaction  of all  specified
     conditions.

     EPPICS
     ------
     As a result of our July 2004  dividend  announcement  with  respect  to our
     common stock,  our EPPICS began to convert into shares of our common stock.
     As of September 30, 2008,  approximately 99% of the EPPICS outstanding,  or
     about $197.8 million aggregate  principal amount of EPPICS,  have converted
     into 15,967,465  shares of our common stock,  including  shares issued from
     treasury.

                                       13
<PAGE>
     We had 69,007 and 81,307 shares of potentially dilutive EPPICS at September
     30, 2008 and 2007,  respectively,  which were  convertible  into our common
     stock at a 4.3615 to 1 ratio at an exercise  price of $11.46 per share.  If
     all remaining EPPICS had been converted, we would have issued approximately
     300,974 and 354,620 shares of our common stock as of September 30, 2008 and
     2007,  respectively.  These  securities  have been  included in the diluted
     income per common share  calculation  for the periods  ended  September 30,
     2008 and 2007.

     Stock Units
     -----------
     At  September  30, 2008 and 2007,  we had 299,462 and 206,506  stock units,
     respectively,  issued under our Non-Employee Directors' Deferred Fee Equity
     Plan (Deferred Fee Plan) and our Non-Employee  Directors'  Equity Incentive
     Plan (Directors'  Equity Plan).  These securities have not been included in
     the diluted  income per share of common  stock  calculation  because  their
     inclusion would have had an antidilutive effect.


     Share Repurchase Programs
     -------------------------
     In February 2008, our Board of Directors  authorized us to repurchase up to
     $200.0 million of our common stock in public or private  transactions  over
     the following  twelve-month period. This share repurchase program commenced
     on  March  4,  2008.  As  of  September   30,  2008,  we  had   repurchased
     approximately 17,450,000 shares of our common stock at an aggregate cost of
     approximately  $196.2 million.  The $200.0 million share repurchase program
     was completed on October 3, 2008.

(9)  Stock Plans:
     ------------
     At September 30, 2008,  we had five  stock-based  compensation  plans under
     which grants have been made and awards remained  outstanding.  At September
     30, 2008,  there were  16,058,182  shares  authorized for grant under these
     plans and 4,191,983  shares  available for grant.  No further awards may be
     granted under the Management Equity Incentive Plan (MEIP),  the 1996 Equity
     Incentive Plan (EIP) or the Deferred Fee Plan.

     On March 17, 2008,  the Company  adopted the  Long-Term  Incentive  Program
     (LTIP).  The LTIP is offered under the Company's  Amended and Restated 2000
     Equity  Incentive Plan and covers the named executive  officers and certain
     other  officers.  The LTIP is designed  to incent and reward the  Company's
     senior  executives  in the form of common stock if they achieve  aggressive
     growth goals for revenue and free cash flow over a  three-year  period (the
     Measurement  Period).  For purposes of the LTIP,  revenue is defined as the
     Company's  total revenues less regulatory  revenues,  and free cash flow is
     defined as the  Company's  publicly  reported  free cash flow,  adjusted to
     reflect the Company as a full cash taxpayer during the Measurement  Period.
     The growth in these numbers will be measured from a 2007 base, which in the
     case of free cash flow was also  adjusted  to reflect the Company as a full
     cash taxpayer and for certain other items.

     The following  summary presents  information  regarding  outstanding  stock
     options as of  September  30, 2008 and changes  during the nine months then
     ended with regard to options under the MEIP and the EIPs:
<TABLE>
<CAPTION>
                                                                           Weighted         Weighted
                                                         Shares             Average         Average         Aggregate
                                                       Subject to         Option Price      Remaining       Intrinsic
                                                         Option            Per Share      Life in Years       Value
     --------------------------------------------------------------------------------------------------------------------
<S>                     <C>                                 <C>         <C>                     <C>          <C>
     Balance at January 1, 2008                             3,955,000   $     13.13             3.4          $ 5,727,000
        Options granted                                             -   $         -
        Options exercised                                    (186,000)  $      7.43                          $   737,000
        Options canceled, forfeited or lapsed                 (57,000)  $     10.25
     -----------------------------------------------------------------
     Balance at September 30, 2008                          3,712,000   $     13.46             2.7          $ 2,588,000
     =================================================================

     Exercisable at September 30, 2008                      3,700,000   $     13.46             2.7          $ 2,588,000
     =================================================================
</TABLE>
     There were no options  granted  during the first nine months of 2008.  Cash
     received upon the exercise of options  during the first nine months of 2008
     totaled $1.4 million.

     The total intrinsic value of stock options  exercised during the first nine
     months of 2007 was $5.9 million. The total intrinsic value of stock options
     outstanding and exercisable at September 30, 2007 was $9.2 million and $8.9
     million, respectively.  There were no options granted during the first nine
     months of 2007. Cash received upon the exercise of options during the first
     nine months of 2007 totaled $13.3 million.

                                       14
<PAGE>
<TABLE>
<CAPTION>

     The following summary presents  information  regarding unvested  restricted
     stock as of  September  30,  2008 and  changes  during the nine months then
     ended with regard to restricted stock under the MEIP and the EIPs:

                                                                Weighted
                                                                Average
                                           Number of           Grant Date          Aggregate
                                             Shares            Fair Value          Fair Value
--------------------------------------------------------------------------------------------------
<S>                <C>                          <C>            <C>                 <C>
Balance at January 1, 2008                      1,209,000      $     14.06         $ 15,390,000
     Restricted stock granted                     886,000      $     11.02         $ 10,183,000
     Restricted stock vested                     (336,000)     $     13.95         $  3,864,000
     Restricted stock forfeited                   (19,000)     $     13.52         $    214,000
----------------------------------------------------------
Balance at September 30, 2008                   1,740,000      $     12.54         $ 20,008,000
==========================================================
</TABLE>

     For purposes of determining  compensation  expense,  the fair value of each
     restricted  stock grant is  estimated  based on the average of the high and
     low market price of a share of our common stock on the date of grant. Total
     remaining   unrecognized   compensation   cost   associated  with  unvested
     restricted  stock  awards at September  30, 2008 was $17.1  million and the
     weighted  average  period over which this cost is expected to be recognized
     is approximately three years.

     The total fair value of shares  granted  and vested  during the nine months
     ended September 30, 2007 was approximately  $10.1 million and $6.8 million,
     respectively.  The  total  fair  value  of  unvested  restricted  stock  at
     September 30, 2007 was $19.2 million.  The weighted average grant date fair
     value of restricted  shares granted during the nine months ended  September
     30, 2007 was $15.08.  Shares  granted  during the first nine months of 2007
     totaled 707,000.

(10) Segment Information:
     --------------------
     We operate in one  reportable  segment,  Frontier.  Frontier  provides both
     regulated and  unregulated  voice,  data and video services to residential,
     business and wholesale customers and is typically the incumbent provider in
     its service areas.

     As permitted by SFAS No. 131, we have utilized the aggregation  criteria in
     combining our  operating  segments  because all of our Frontier  properties
     share  similar  economic  characteristics,  in that they  provide  the same
     products and services to similar customers using comparable technologies in
     all of the  states  in  which  we  operate.  The  regulatory  structure  is
     generally  similar.  Differences in the  regulatory  regime of a particular
     state do not materially  impact the economic  characteristics  or operating
     results of a particular property.

(11) Derivative Instruments and Hedging Activities:
     ----------------------------------------------
     On January 15, 2008, we terminated all of our interest rate swap agreements
     representing $400.0 million notional amount of indebtedness associated with
     our  Senior  Notes  due in  2011  and  2013.  Cash  proceeds  on  the  swap
     terminations of approximately  $15.5 million were received in January 2008.
     The related gain has been deferred on the consolidated balance sheet and is
     being amortized into interest expense over the term of the associated debt.
     We recognized $4.2 million of deferred gain during the first nine months of
     2008 and anticipate  recognizing  $0.8 million during the fourth quarter of
     2008.

     As of January 16, 2008, we no longer have any derivative  instruments.  For
     the nine months ended  September 30, 2007, the interest  expense  resulting
     from these interest rate swaps totaled approximately $2.8 million.

                                       15
<PAGE>
<TABLE>
<CAPTION>
(12) Investment and Other Income, Net:
     ---------------------------------
     The components of investment and other income, net are as follows:

                                                For the three months               For the nine months
                                                 ended September 30,                ended September 30,
                                          --------------------------------- ----------------------------------
($ in thousands)                               2008             2007             2008              2007
----------------                          ---------------  ---------------- ----------------  ----------------
<S>                                              <C>               <C>              <C>              <C>
Interest and dividend income                     $ 1,147           $ 5,696          $ 7,675          $ 28,666
Bridge loan fee                                        -                 -                -            (4,026)
Premium on debt repurchases                            -                 -           (6,290)          (18,217)
Gains on expiration/settlement of
   customer advances, net                            945               355            3,828             1,423
Equity earnings/minority interest
   in joint ventures, net                            (48)              119            2,060               697
Other, net                                          (742)            1,002             (813)            2,129
                                          ---------------  ---------------- ----------------  ----------------
     Total investment and other
       income, net                               $ 1,302           $ 7,172          $ 6,460          $ 10,672
                                          ===============  ================ ================  ================

(13) Retirement Plans:
     -----------------
     The following tables provide the components of net periodic benefit cost:

                                                                        Pension Benefits
                                                  ---------------------------------------------------------
                                                      For the three months         For the nine months
                                                       ended September 30,         ended September 30,
                                                  ---------------------------   ---------------------------
                                                      2008          2007            2008          2007
                                                  -------------  ------------   -------------  ------------
($ in thousands)
----------------
Components of net periodic benefit cost
---------------------------------------
Service cost                                          $  1,384      $  2,121        $  4,622      $  6,884
Interest cost on projected benefit obligation           13,584        12,901          39,334        37,946
Expected return on plan assets                         (16,274)      (17,247)        (48,982)      (50,028)
Amortization of prior service cost and unrecognized
       net obligation                                      (63)         (208)           (191)         (155)
Amortization of unrecognized loss                        2,155           750           4,699         6,556
                                                  -------------  ------------   -------------  ------------
Net periodic benefit cost/(income)                    $    786      $ (1,683)       $   (518)     $  1,203
                                                  =============  ============   =============  ============


                                                                 Other Postretirement Benefits
                                                  ---------------------------------------------------------
                                                      For the three months          For the nine months
                                                       ended September 30,           ended September 30,
                                                  ---------------------------   ---------------------------
                                                      2008          2007            2008          2007
                                                  -------------  ------------   -------------  ------------
($ in thousands)
----------------
Components of net periodic benefit cost
---------------------------------------
Service cost                                          $     73      $     92        $    371      $    442
Interest cost on projected benefit obligation            2,885         2,909           8,369         7,335
Expected return on plan assets                            (135)          (36)           (379)         (544)
Amortization of prior service cost and transition
       obligation                                       (1,941)       (2,420)         (5,809)       (5,314)
Amortization of unrecognized loss                        1,569         1,828           4,377         4,189
                                                  -------------  ------------   -------------  ------------
Net periodic benefit cost                             $  2,451      $  2,373        $  6,929      $  6,108
                                                  =============  ============   =============  ============

</TABLE>

     We expect that our 2008 pension and other  postretirement  benefit expenses
     will be between $8.0 million and $11.0  million,  and that no  contribution
     will be required to be made by us to the pension plan in 2008.

     As a result of negative  investment  returns and ongoing benefit  payments,
     the  Company's  pension plan assets have  declined  from $821.5  million at
     December 31, 2007 to $680.2  million at  September  30, 2008, a decrease of
     $142.3  million,  or 17%. While the decline in pension plan assets will not
     impact our current operations, liquidity or cash flows in 2008, if the drop
     in 2008 asset value is not  recovered  by December  31, 2008 we expect that
     our pension  expense will increase in 2009 and we may be required to make a
     cash contribution to the pension plan in 2009.

                                       16
<PAGE>



(14) Commitments and Contingencies:
     ------------------------------
     We anticipate  capital  expenditures  of  approximately  $295.0  million to
     $305.0  million  for 2008.  Although  we from time to time make  short-term
     purchasing  commitments to vendors with respect to these  expenditures,  we
     generally do not enter into firm, written contracts for such activities.

     Ronald A. Katz  Technology  Licensing  LP, filed suit against us for patent
     infringement on June 8, 2007 in the U.S. District Court for the District of
     Delaware.  Katz Technology alleges that, by operating  automated  telephone
     systems,  including  customer service systems,  that allow our customers to
     utilize telephone calling cards, order internet, DSL, and dial-up services,
     and  perform a  variety  of  account  related  tasks  such as  billing  and
     payments,  we have  infringed  thirteen  of Katz  Technology's  patents and
     continue to infringe three of Katz  Technology's  patents.  Katz Technology
     seeks unspecified damages resulting from our alleged infringement,  as well
     as  a  permanent  injunction  enjoining  us  from  continuing  the  alleged
     infringement.  Katz Technology  subsequently  filed a tag-along notice with
     the Judicial  Panel on  Multi-District  Litigation,  notifying them of this
     action and its relatedness to In re Katz Interactive Dial Processing Patent
     Litigation  (MDL No. 1816),  pending in the Central  District of California
     before  Judge R.  Gary  Klausner.  The  Judicial  Panel  on  Multi-District
     Litigation has transferred the case to the Central  District of California.
     In January 2008, we received notice of the accused services and 40 asserted
     claims from Katz  Technology.  The case is now in the  discovery  phase and
     interrogatories have been served and answered.  The parties have engaged in
     settlement discussions but have not reached agreement. In the event that we
     are not able to  settle,  we  intend  to  vigorously  defend  against  this
     lawsuit.

     We are party to  various  other  legal  proceedings  arising  in the normal
     course  of  our  business.   The  outcome  of  individual  matters  is  not
     predictable.  However,  we believe that the ultimate resolution of all such
     matters,  after considering  insurance  coverage,  will not have a material
     adverse effect on our financial  position,  results of  operations,  or our
     cash flows.

     We sold all of our utility businesses as of April 1, 2004. However, we have
     retained  a  potential  payment  obligation  associated  with our  previous
     electric  utility  activities  in the State of Vermont.  The Vermont  Joint
     Owners (VJO), a consortium of 14 Vermont  utilities,  including us, entered
     into a purchase power  agreement with  Hydro-Quebec  in 1987. The agreement
     contains "step-up" provisions that state that if any VJO member defaults on
     its  purchase   obligation  under  the  contract  to  purchase  power  from
     Hydro-Quebec,  then the other VJO participants  will assume  responsibility
     for the defaulting party's share on a pro-rata basis. Our pro-rata share of
     the purchase power  obligation is 10%. If any member of the VJO defaults on
     its  obligations  under  the  Hydro-Quebec  agreement,  then the  remaining
     members  of  the  VJO,   including  us,  may  be  required  to  pay  for  a
     substantially larger share of the VJO's total power purchase obligation for
     the remainder of the agreement  (which runs through 2015).  Paragraph 13 of
     FIN No. 45  requires  that we disclose  "the  maximum  potential  amount of
     future  payments  (undiscounted)  the  guarantor  could be required to make
     under  the  guarantee."  Paragraph  13 also  states  that we must make such
     disclosure  "... even if the likelihood of the  guarantor's  having to make
     any  payments  under  the  guarantee  is  remote..."  As noted  above,  our
     obligation  only arises as a result of default by another VJO member,  such
     as upon bankruptcy.  Therefore,  to satisfy the "maximum  potential amount"
     disclosure  requirement  we  must  assume  that  all  members  of  the  VJO
     simultaneously  default,  a highly  unlikely  scenario  given  that the two
     members of the VJO that have the largest potential payment  obligations are
     publicly  traded with credit ratings equal to or superior to ours, and that
     all VJO  members  are  regulated  utility  providers  with  regulated  cost
     recovery. Despite the remote chance that such an event could occur, or that
     the State of Vermont could or would allow such an event,  assuming that all
     the members of the VJO defaulted on January 1, 2008 and remained in default
     for the duration of the contract  (another 8 years),  we estimate  that our
     undiscounted   purchase   obligation   for  2008   through  2015  would  be
     approximately  $1.1 billion.  In such a scenario the Company would then own
     the power and could seek to recover its costs.  We would do this by seeking
     to recover our costs from the defaulting members and/or reselling the power
     to other utility  providers or the northeast power grid. There is an active
     market for the sale of power.  We could  potentially  lose money if we were
     unable to sell the power at cost.  We caution  that we cannot  predict with
     any degree of certainty any potential outcome.


                                       17
<PAGE>

                    PART I. FINANCIAL INFORMATION (Continued)
              FRONTIER COMMUNICATIONS CORPORATION AND SUBSIDIARIES

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

Forward-Looking Statements
--------------------------

This quarterly report on Form 10-Q contains forward-looking  statements that are
subject to risks and  uncertainties  that could cause  actual  results to differ
materially from those  expressed or implied in the  statements.  Statements that
are not historical  facts are  forward-looking  statements  made pursuant to the
safe harbor provisions of the Private Securities  Litigation Reform Act of 1995.
Words such as  "believe,"  "anticipate,"  "expect" and similar  expressions  are
intended  to identify  forward-looking  statements.  Forward-looking  statements
(including oral  representations)  are only predictions or statements of current
plans, which we review continuously.  Forward-looking statements may differ from
actual future  results due to, but not limited to, and our future results may be
materially affected by, any of the following possibilities:

     *    Reductions in the number of our access lines and  High-Speed  Internet
          subscribers;

     *    The effects of  competition  from cable,  wireless and other  wireline
          carriers (through voice over internet protocol (VOIP) or otherwise);

     *    The effects of greater  than  anticipated  competition  requiring  new
          pricing,  marketing  strategies or new product  offerings and the risk
          that we will not respond on a timely or profitable basis;

     *    The effects of changes in both general and local  economic  conditions
          on the markets we serve,  which can impact demand for our products and
          services, customer purchasing decisions, collectability of revenue and
          required levels of capital expenditures related to new construction of
          residences and businesses;

     *    Our ability to effectively manage service quality;

     *    Our ability to successfully introduce new product offerings, including
          our ability to offer bundled  service  packages on terms that are both
          profitable to us and attractive to our customers;

     *    Our  ability to sell  enhanced  and data  services  in order to offset
          ongoing  declines  in revenue  from local  services,  switched  access
          services and subsidies;

     *    Changes in accounting  policies or practices adopted voluntarily or as
          required by generally accepted accounting principles or regulators;

     *    The effects of ongoing changes in the regulation of the communications
          industry as a result of federal and state  legislation and regulation,
          including potential changes in state rate of return limitations on our
          earnings,  access charges and subsidy payments, and regulatory network
          upgrade and reliability requirements;

     *    Our ability to effectively  manage our operations,  operating expenses
          and capital expenditures,  to pay dividends and to reduce or refinance
          our debt;

     *    Adverse  changes in the credit  markets and/or in the ratings given to
          our debt securities by nationally  accredited  ratings  organizations,
          which could limit or restrict  the  availability  and/or  increase the
          cost of financing;

     *    The effects of bankruptcies in the telecommunications  industry, which
          could result in potential bad debts;

     *    The effects of  technological  changes and  competition on our capital
          expenditures and product and service offerings,  including the lack of
          assurance that our ongoing network  improvements will be sufficient to
          meet or exceed the capabilities and quality of competing networks;

     *    The effects of  increased  medical,  retiree and pension  expenses and
          related funding requirements;

     *    Changes in income tax rates, tax laws, regulations or rulings,  and/or
          federal or state tax assessments;

                                       18
<PAGE>

     *    Further declines in the value of our pension plan assets,  which could
          require us to make contributions to the pension plan in 2009;

     *    The  effects  of state  regulatory  cash  management  policies  on our
          ability  to  transfer  cash among our  subsidiaries  and to the parent
          company;

     *    Our ability to successfully  renegotiate  union contracts  expiring in
          the remainder of 2008 and in 2009;

     *    Our ability to pay a $1.00 per common share dividend  annually,  which
          may be  affected by our cash flow from  operations,  amount of capital
          expenditures,  debt service  requirements,  cash paid for income taxes
          (which will increase in 2009) and our liquidity;

     *    The effects of significantly increased cash taxes in 2008 and 2009;

     *    The  effects of any  unfavorable  outcome  with  respect to any of our
          current  or future  legal,  governmental  or  regulatory  proceedings,
          audits or disputes; and

     *    The possible  impact of adverse changes in political or other external
          factors over which we have no control,  including hurricanes and other
          severe weather.

Any of the foregoing events, or other events, could cause financial  information
to vary from management's  forward-looking  statements  included in this report.
You should  consider  these  important  factors,  as well as the risks set forth
under Item 1A. "Risk  Factors,"  in our Annual  Report on Form 10-K for the year
ended December 31, 2007, in evaluating any statement in this report on Form 10-Q
or otherwise made by us or on our behalf. The following information is unaudited
and should be read in conjunction with the consolidated financial statements and
related notes included in this report. We have no obligation to update or revise
these forward-looking statements.

Overview
--------
We are a full-service  communications  provider and one of the largest  exchange
telephone  carriers  in  the  country.  On  March  8,  2007,  we  completed  the
acquisition of Commonwealth Telephone Enterprises,  Inc., which included a small
competitive local exchange carrier (CLEC) component.  This acquisition  expanded
our  presence  in  Pennsylvania  and  strengthened  our  position  as a  leading
full-service  communications  provider to rural markets. On October 31, 2007, we
completed the acquisition of Global Valley Networks, Inc. and GVN Services which
expanded our presence in California and also strengthened our rural position. As
of September 30, 2008, we operated in 24 states with 5,790 employees.

Competition in the  telecommunications  industry is intense and  increasing.  We
experience competition from many telecommunications service providers, including
cable  operators,   wireless  carriers,  voice  over  internet  protocol  (VOIP)
providers,  long  distance  providers,   competitive  local  exchange  carriers,
internet providers and other wireline carriers.  We believe that as of September
30, 2008, approximately 65% of the households in our territories have VOIP as an
available service option from cable operators.  We also believe that competition
will  continue  to  intensify  in 2009 and may result in reduced  revenues.  Our
business  experienced erosion in access lines and switched access minutes in the
first nine months of 2008  primarily  as a result of  competition  and  business
downsizing. We also experienced a reduction in revenue for the first nine months
of 2008 as compared to 2007.

The communications  industry is undergoing  significant  changes.  The market is
extremely competitive, resulting in lower prices. In addition, the recent severe
contraction in the global financial  markets may be impacting  consumer behavior
to reduce  household  expenditures  by not  purchasing  our  services  and/or by
discontinuing our services.  These trends are likely to continue and result in a
challenging  revenue  environment.  These factors could also result in increased
delinquencies  and bankruptcies  and,  therefore,  affect our ability to collect
money owed to us by customers.

We employ a number of  strategies  to combat  the  competitive  pressures  noted
above.  Our strategies are focused in the following areas:  customer  retention,
upgrading and  up-selling  services to our existing  customer base, new customer
growth, win backs and new product deployment.

                                       19
<PAGE>

We hope to achieve our customer  retention goals by bundling services around the
local access line and providing  exemplary  customer  service.  Bundled services
include High-Speed Internet, unlimited long distance calling, enhanced telephone
features  and video  offerings.  We tailor  these  services  to the needs of our
residential  and  business  customers  in the  markets we serve and  continually
evaluate the introduction of new and complementary products and services,  which
can  also be  purchased  separately.  Customer  retention  is also  enhanced  by
offering 1, 2 and 3 year price protection plans where customers commit to a term
in exchange for predictable pricing and/or promotional offers. Additionally,  we
are focused on  enhancing  the  customer  experience  as we believe  exceptional
customer service will  differentiate us from our competition.  Our commitment to
providing  exemplary  customer  service is  demonstrated by the expansion of our
customer services hours, shorter scheduling windows for in-home appointments and
the   implementation   of  call  reminders  and  follow-up   calls  for  service
appointments.  In addition,  due to a recent  realignment and  restructuring  of
approximately  70 local area  markets,  those  markets are now operated by local
managers  with  responsibility  for the customer  experience in those markets as
well as the financial results.

We utilize targeted and innovative  promotions to sell new customers moving into
our territory, win back previously lost customers, upgrade and up-sell a variety
of service offerings  including  High-Speed  Internet,  video, and enhanced long
distance  and  feature  packages in order to  maximize  the average  revenue per
access line (wallet share) paid to Frontier. We intend to continue to offer such
promotions to drive sales and may offer additional promotions in the future.

Lastly,  we are  focused  on  introducing  a  number  of new  products  that our
customers desire including  wireless data,  internet portal  advertising and the
"Frontier  Peace  of Mind"  product  suite.  This  last  category  is a suite of
products  aimed at managing  the total  communications  and  personal  computing
experience  for our  customers.  The  Peace of Mind  product  and  services  are
designed to provide value and  simplicity to meet our  customers'  ever changing
needs. The Peace of Mind product and services suite includes services such as an
in home, full install of our high-speed  product,  two hour appointment  windows
for the installation, hard drive back-up services, enhanced help desk PC support
and inside wire  maintenance.  We offer our Peace of Mind  services  both to our
customers  and to other users  inside and  outside of our  service  territories.
Although we are  optimistic  about the  opportunities  provided by each of these
initiatives,  we can provide no assurance about their long term profitability or
impact on revenue.

We believe that the  combination of offering  multiple  products and services to
our customers  pursuant to price protection  programs,  billing them on a single
bill,  providing  superior  customer  service,  and  being  active  in our local
communities  will make our customers more loyal to us, and will help us generate
new, and retain existing, customer revenue.

Revenues from data and internet services such as High-Speed Internet continue to
increase as a percentage  of our total  revenues and revenues from services such
as local line and access  charges  (including  federal and state  subsidies) are
decreasing as a percentage of our total  revenues.  The decreasing  revenue from
historical  sources,  along with the potential for increasing  operating  costs,
could cause our profitability and our cash generated by operations to decrease.

                                       20
<PAGE>

a)  Liquidity and Capital Resources
    -------------------------------

As of September 30, 2008,  we had cash and cash  equivalents  aggregating  $91.1
million.  Our  primary  source  of funds  continued  to be cash  generated  from
operations. For the nine months ended September 30, 2008, we used cash flow from
operations,  incremental borrowing and cash and cash equivalents to fund capital
expenditures,   dividends,   interest   payments,   debt  repayments  and  stock
repurchases.

We believe our operating cash flows, existing cash balances, and credit facility
will be  adequate  to finance our working  capital  requirements,  fund  capital
expenditures, make required debt payments through 2009, pay taxes, pay dividends
to our  stockholders  in  accordance  with our  dividend  policy and support our
short-term and long-term  operating  strategies.  However,  a number of factors,
including  but not limited to,  increased  cash taxes,  losses of access  lines,
increases in  competition,  lower subsidy and access  revenues and the impact of
the current  economic  environment  are expected to reduce our cash generated by
operations. In addition,  although we believe, based on information available to
us, that the financial  institutions  syndicated under our credit facility would
be able to fulfill their commitments, given the current economic environment and
the recent severe contraction in the global financial markets, this could change
in  the  future.   Further,   the  current   credit   market   turmoil  and  our
below-investment  grade credit  ratings may make it more difficult and expensive
to  refinance  our  maturing  debt,  although  we do not  have  any  significant
maturities  until 2011.  We have  approximately  $1.0  million of debt  maturing
during the last three  months of 2008 and  approximately  $3.9  million and $7.2
million of debt maturing in 2009 and 2010, respectively.

                       Cash Flow from Operating Activities
                       -----------------------------------

Cash provided by operating  activities  declined $56.2 million,  or 10%, for the
nine months ended September 30, 2008 as compared with the prior year period. The
decline  resulted  from a drop in  operating  income,  as adjusted  for non-cash
items,   lower  investment   income  and  an  increase  in  current  income  tax
expenditures.  These declines were partially offset by increased  collections of
accounts  receivable  and other  changes  in  working  capital  that  positively
impacted our cash position as compared to the prior year.

We paid $70.2  million in cash  taxes  during the first nine  months of 2008 and
expect to pay approximately  $80.0 million to $90.0 million for the full year of
2008.  Our cash tax estimate  reflects  the  currently  estimated  impact of the
"Economic  Stimulus  Act of 2008." We expect  that our cash taxes will  increase
further in 2009.

                     Cash Flow used by Investing Activities
                     --------------------------------------

Acquisitions
------------
On  March  8,  2007,  we  acquired  Commonwealth  in  a  cash-and-stock  taxable
transaction,  for a total  consideration of approximately $1.1 billion.  We paid
$804.1  million in cash ($663.7  million net,  after cash  acquired)  and issued
common stock with a value of $247.4 million.

On October 31, 2007, we acquired Global Valley  Networks,  Inc. and GVN Services
for a total cash consideration of $62.0 million.

Capital Expenditures
--------------------
For the nine months ended  September  30, 2008,  our capital  expenditures  were
$204.2 million.  We continue to closely  scrutinize all of our capital projects,
emphasize  return on investment and focus our capital  expenditures on areas and
services that have the greatest opportunities with respect to revenue growth and
cost  reduction.  We anticipate  capital  expenditures of  approximately  $295.0
million to $305.0 million for 2008.

                     Cash Flow used by Financing Activities
                     --------------------------------------

Debt Reduction
--------------
For the nine months ended September 30, 2008, we retired an aggregate  principal
amount of $131.8 million of debt,  consisting of $128.7 million principal amount
of our 9.25% Senior Notes due 2011, $2.5 million of other senior  unsecured debt
and rural  utilities  service  loan  contracts,  and $0.6  million of 5% Company
Obligated Mandatorily  Redeemable Convertible Preferred Securities (EPPICS) that
were converted into our common stock.

                                       21
<PAGE>
For the nine months ended September 30, 2007, we retired an aggregate  principal
amount of $966.6  million of debt,  including  $3.3  million of EPPICS and $17.8
million of 3.25%  Commonwealth  convertible  notes that were  converted into our
common stock. On April 26, 2007, we redeemed $495.2 million  principal amount of
our 7.625%  Senior Notes due 2008 at a price of 103.041% plus accrued and unpaid
interest.  During the first quarter of 2007, we temporarily  borrowed and repaid
$200.0 million utilized to temporarily fund the acquisition of Commonwealth, and
we paid down the $35.0 million  Commonwealth credit facility.  Through September
30, 2007,  we retired  $183.3  million face amount of  Commonwealth  convertible
notes for which we paid  $165.4  million  in cash and  $36.7  million  in common
stock. We also paid down $44.6 million of industrial  development  revenue bonds
and $4.1 million of rural utilities service loan contracts.

We may from time to time repurchase our debt in the open market,  through tender
offers,  exchanges  of  debt  securities,  by  exercising  rights  to call or in
privately negotiated transactions.  We may also exchange existing debt for newly
issued debt obligations.

Issuance of Debt Securities
---------------------------
On March 28, 2008, we borrowed $135.0 million under a senior unsecured term loan
facility that was  established  on March 10, 2008.  The loan matures in 2013 and
bears  interest  of 5.63% as of  September  30,  2008 based on the prime rate or
LIBOR,  at our  election,  plus a  margin  which  varies  depending  on our debt
leverage ratio. We used the proceeds to repurchase,  during the first quarter of
2008,  $128.7 million principal amount of our 9.25% Senior Notes due 2011 and to
pay for the $6.3 million of premium on early retirement of these notes.

On March 23, 2007, we issued in a private  placement an aggregate $300.0 million
principal  amount of 6.625% Senior Notes due 2015 and $450.0  million  principal
amount of 7.125% Senior Notes due 2019.  Proceeds from the sale were used to pay
down $200.0 million  principal amount of indebtedness  incurred on March 8, 2007
under a bridge loan facility in connection  with the acquisition of Commonwealth
and redeem,  on April 26, 2007,  $495.2 million  principal  amount of our 7.625%
Senior Notes due 2008 at a price of 103.041%  plus accrued and unpaid  interest.
In the second  quarter of 2007,  we  completed  an exchange  offer (to  publicly
register the debt) for the $750.0  million in total of private  placement  notes
described  above, in addition to the $400.0 million  principal  amount of 7.875%
Senior Notes due 2027 issued in a private  placement  on December 22, 2006,  for
registered notes.

EPPICS
------
As of September 30, 2008, EPPICS representing a total principal amount of $197.8
million have been converted into  15,967,465  shares of our common stock,  and a
total of $3.5 million remains  outstanding to third parties.  Our long-term debt
footnote indicates $14.0 million of EPPICS outstanding at September 30, 2008, of
which $10.5  million is debt of related  parties for which we have an offsetting
receivable.

Interest Rate Management
------------------------
In order to manage our interest expense,  we had entered into interest rate swap
agreements.  Under the terms of these agreements, we made semi-annual,  floating
rate interest payments based on six month LIBOR and received a fixed rate on the
notional amount.  The underlying  variable rate on these swaps was set either in
advance or in arrears.

The notional amounts of fixed-rate  indebtedness  hedged as of December 31, 2007
were  $400.0  million.  Such  contracts  required  us to pay  variable  rates of
interest  (estimated average pay rates of approximately 8.54% as of December 31,
2007) and receive fixed rates of interest  (average  receive rate of 8.50% as of
December 31, 2007). All swaps were accounted for under SFAS No. 133 (as amended)
as fair value hedges. For the nine months ended September 30, 2007, the interest
expense  resulting  from these  interest rate swaps totaled  approximately  $2.8
million.

On January 15, 2008,  we  terminated  all of our interest  rate swap  agreements
representing $400.0 million notional amount of indebtedness  associated with our
Senior Notes due in 2011 and 2013.  Cash  proceeds on the swap  terminations  of
approximately  $15.5 million were received in January 2008. The related gain has
been  deferred on the  consolidated  balance sheet and is being  amortized  into
interest expense over the term of the associated debt.

Credit Facilities
-----------------
As of September 30, 2008,  we had  available  lines of credit with six financial
institutions in the aggregate amount of $250.0 million. Associated facility fees
vary,  depending  on our debt  leverage  ratio,  and were 0.225% per annum as of
September  30,  2008.  The  expiration  date for this $250.0  million  five year
revolving  credit  agreement  is May 18,  2012.  During  the term of the  credit
facility  we may  borrow,  repay and  reborrow  funds.  The credit  facility  is
available  for general  corporate  purposes but may not be used to fund dividend
payments.  Although we believe,  based on information  available to us, that the
financial  institutions  syndicated  under our credit  facility would be able to
fulfill their commitments, given the current economic environment and the recent
severe  contraction in the global  financial  markets,  this could change in the
future.

                                       22
<PAGE>

Covenants
---------
The terms  and  conditions  contained  in our  indentures  and  credit  facility
agreements  include the timely  payment of principal  and interest when due, the
maintenance  of our  corporate  existence,  keeping  proper books and records in
accordance with U.S. GAAP, restrictions on the allowance of liens on our assets,
and  restrictions  on asset sales and  transfers,  mergers and other  changes in
corporate control. We currently have no restrictions on the payment of dividends
either by contract, rule or regulation, other than those imposed by the Delaware
General  Corporation  Law.  However,  we would be  restricted  under our  credit
facilities  from declaring  dividends if an event of default has occurred and is
continuing at the time or will result from the dividend declaration.

Our  $200.0  million  term  loan  facility  with  the  Rural  Telephone  Finance
Cooperative  (RTFC),  that matures in 2011,  contains a maximum  leverage  ratio
covenant. Under the leverage ratio covenant, we are required to maintain a ratio
of (i) total  indebtedness  minus cash and cash  equivalents  in excess of $50.0
million to (ii) consolidated  adjusted EBITDA (as defined in the agreement) over
the last four quarters no greater than 4.00 to 1.

Our $250.0  million credit  facility,  and our $150.0 million and $135.0 million
senior  unsecured term loans,  each contain a maximum  leverage ratio  covenant.
Under the leverage  ratio  covenant,  we are required to maintain a ratio of (i)
total indebtedness minus cash and cash equivalents in excess of $50.0 million to
(ii)  consolidated  adjusted EBITDA (as defined in the agreements) over the last
four  quarters no greater than 4.50 to 1. Although all of these  facilities  are
unsecured, they will be equally and ratably secured by certain liens and equally
and ratably  guaranteed by certain of our  subsidiaries if we issue debt that is
secured or guaranteed.

Our credit  facilities  and certain  indentures  for our senior  unsecured  debt
obligations limit our ability to create liens or merge or consolidate with other
companies and our  subsidiaries'  ability to borrow funds,  subject to important
exceptions and qualifications.

We are in compliance with all of our debt and credit facility covenants.

Proceeds from the Sale of Equity Securities
-------------------------------------------
We receive  proceeds  from the issuance of our common stock upon the exercise of
options  pursuant to our  stock-based  compensation  plans.  For the nine months
ended  September 30, 2008 and 2007, we received  approximately  $1.4 million and
$13.3 million, respectively, upon the exercise of outstanding stock options.

Share Repurchase Programs
-------------------------
In February  2008,  our Board of Directors  authorized  us to  repurchase  up to
$200.0  million of our common stock in public or private  transactions  over the
following twelve month period.  This share repurchase program commenced on March
4, 2008. As of September 30, 2008, we had repurchased  approximately  17,450,000
shares of our common stock at an aggregate cost of approximately $196.2 million.
The $200.0  million share  repurchase  program was completed on October 3, 2008.

In February  2007,  our Board of Directors  authorized  us to  repurchase  up to
$250.0  million of our common stock in public or private  transactions  over the
following twelve month period.  This share repurchase program commenced on March
19, 2007 and was  completed on October 15, 2007.  During  2007,  we  repurchased
17,279,600 shares of our common stock at an aggregate cost of $250.0 million.

Dividends
---------
We expect to pay  regular  quarterly  dividends.  Our  ability to fund a regular
quarterly  dividend  will be  impacted  by our  ability  to  generate  cash from
operations.  The  declarations  and payment of future  dividends  will be at the
discretion  of our  Board of  Directors,  and will  depend  upon  many  factors,
including our financial  condition,  results of  operations,  growth  prospects,
funding requirements,  applicable law, restrictions in our credit facilities and
other factors our Board of Directors deems relevant.

                                       23
<PAGE>

Off-Balance Sheet Arrangements
------------------------------
We do not maintain any off-balance sheet arrangements, transactions, obligations
or other  relationships with  unconsolidated  entities that would be expected to
have a material current or future effect upon our financial statements.

Critical Accounting Policies and Estimates
------------------------------------------
We  review  all  significant  estimates  affecting  our  consolidated  financial
statements  on a  recurring  basis  and  record  the  effect  of  any  necessary
adjustment  prior to  their  publication.  Uncertainties  with  respect  to such
estimates  and   assumptions  are  inherent  in  the  preparation  of  financial
statements;  accordingly,  it is possible that actual  results could differ from
those  estimates  and changes to  estimates  could  occur in the near term.  The
preparation of our financial  statements  requires  management to make estimates
and  assumptions  that affect the reported  amounts of assets and liabilities at
the date of the financial  statements,  the disclosure of the contingent  assets
and  liabilities,  and the reported  amounts of revenue and expenses  during the
reporting period. Estimates and judgments are used when accounting for allowance
for doubtful  accounts,  impairment of  long-lived  assets,  intangible  assets,
depreciation and amortization,  pension and other postretirement  benefits,  the
long-term  incentive  program,  income taxes,  contingencies  and purchase price
allocations, among others.

Management  has  discussed  the  development  and  selection  of these  critical
accounting  estimates with the Audit Committee of our Board of Directors and our
Audit Committee has reviewed our disclosures relating to such estimates.

There have been no material  changes to our  critical  accounting  policies  and
estimates from the information provided in "Item 7. Management's  Discussion and
Analysis  of  Financial  Condition  and Results of  Operations"  included in our
Annual Report on Form 10-K for the year ended December 31, 2007.

New Accounting Pronouncements
-----------------------------

The following new accounting  standards were adopted by the Company in the first
quarter of 2008 without any material  financial  statement impact.  All of these
standards  are more  fully  described  in Note 2 to the  consolidated  financial
statements.

     *    Accounting for Endorsement  Split-Dollar  Life Insurance  Arrangements
          ----------------------------------------------------------------------
          (EITF No. 06-4)
          ---------------

     *    Fair Value Measurements (SFAS No. 157), as amended
          --------------------------------------------------

     *    The Fair Value Option for Financial Assets and Financial Liabilities -
          ----------------------------------------------------------------------
          Including an Amendment of FASB Statement No. 115 (SFAS No. 159)
          ---------------------------------------------------------------

     *    Accounting  for  Collateral  Assignment  Split-Dollar  Life  Insurance
          ----------------------------------------------------------------------
          Arrangements (EITF No. 06-10)
          -----------------------------

     *    Accounting  for the Income Tax Benefits of  Dividends  on  Share-Based
          ----------------------------------------------------------------------
          Payment Awards (EITF No. 06-11)
          -------------------------------

The following new  accounting  standards  that will be adopted by the Company in
2008 and 2009 are currently being evaluated by the Company.

     *    Business Combinations (SFAS No. 141R)
          -------------------------------------

     *    Noncontrolling  Interests in Consolidated  Financial  Statements (SFAS
          ----------------------------------------------------------------------
          No. 160)
          --------

     *    The Hierarchy of Generally  Accepted  Accounting  Principles (SFAS No.
          ----------------------------------------------------------------------
          162)
          ----

     *    Determining   Whether   Instruments  Granted  in  Share-Based  Payment
          ----------------------------------------------------------------------
          Transactions are Participating Securities (FSP EITF 03-6-1)
          -----------------------------------------------------------


                                       24
<PAGE>

(b)  Results of Operations
     ---------------------
                                     REVENUE

Revenue is generated  primarily through the provision of local,  network access,
long  distance,  and data and  internet  services.  Such  services  are provided
through  either a monthly  recurring  fee or a fee based on usage at a  tariffed
rate and revenue  recognition  is not dependent  upon  significant  judgments by
management,   with  the  exception  of  a  determination   of  a  provision  for
uncollectible amounts.

Consolidated  revenue for the three months ended  September  30, 2008  decreased
$17.9  million,  or 3%, as  compared  with the prior year  period.  Consolidated
revenue for the nine months ended  September 30, 2008 decreased $21.2 million as
compared with the prior year period. Excluding the additional revenue due to the
CTE and GVN acquisitions,  revenue decreased $80.9 million during the first nine
months of 2008,  or 5%, as  compared  with the prior  period.  During  the first
quarter of 2007, we had a significant  favorable settlement of a carrier dispute
that resulted in a favorable  one-time  impact to our revenue of $38.7  million.
Excluding the additional revenue due to the one-time favorable settlement in the
first  quarter  of  2007  and  the  additional  revenue  due to the  CTE and GVN
acquisitions,  our revenue for the nine months  ended  September  30, 2008 would
have  declined  $42.2  million,  or 3%, as  compared to the first nine months of
2007. This decline is a result of lower local services revenue,  subsidy revenue
and  switched  access  revenue,  partially  offset  by a $32.5  million,  or 9%,
increase in data and internet services revenue, each as described in more detail
below.

Change in the number of our access  lines is one factor that is important to our
revenue  and  profitability.  We have lost  access  lines  primarily  because of
competition,  changing  consumer  behavior  (including  wireless  substitution),
economic  conditions,  changing  technology and by some customers  disconnecting
second lines when they add High-Speed  Internet or cable modem service.  We lost
approximately  132,700  access lines during the nine months ended  September 30,
2008, but added approximately 49,100 High-Speed Internet subscribers during this
same period.

While access lines are an important  metric to gauge certain revenue trends,  it
is not necessarily the best or only measure to evaluate the business. Management
believes  that  understanding  the  different  components  of  revenue  is  most
important.  For this reason,  presented on page 28 is a revenue  breakdown  that
categorizes  revenue into customer revenue and regulatory  revenue (switched and
subsidy  revenue).  Despite the decline in access lines,  our customer  revenue,
which is all revenue except  switched  access and subsidy,  has declined by less
than 1 percent.  The  average  monthly  customer  revenue  per  access  line has
improved and resulted in an increased  wallet share,  primarily from residential
customers. We expect to continue to lose access lines but to increase High-Speed
Internet  subscribers  during the remainder of 2008. A continued  loss of access
lines,  combined with  increased  competition  and the other  factors  discussed
herein may cause our  revenue,  profitability  and cash flows to decrease in the
last quarter of 2008 and in 2009.

Our historical  results include the results of operations of  Commonwealth  from
the date of its  acquisition  on  March 8,  2007 and of GVN from the date of its
acquisition  on  October  31,  2007.  The  financial   tables  below  include  a
comparative  analysis of our results of operations on a historical basis for the
three and nine months ended  September 30, 2008 and 2007,  including the results
of our acquisitions.
<TABLE>
<CAPTION>
                                                         REVENUE

                           For the three months ended September 30,         For the nine months ended September 30,
                         ---------------------------------------------   -------------------------------------------------
 ($ in thousands)
 ----------------
                           2008      2007        $ Change    % Change       2008         2007        $ Change   % Change
                         ---------- ----------  ------------ ---------   ------------ -----------   ----------  ----------
<S>                      <C>        <C>          <C>             <C>     <C>          <C>           <C>              <C>
Local services           $ 210,749  $ 224,978    $ (14,229)     -6%      $   642,610  $   655,785   $ (13,175)      -2%
Data and internet
  services                 154,047    140,205       13,842      10%          451,684      396,472      55,212       14%
Access services             99,555    113,127      (13,572)    -12%          308,376      365,580     (57,204)     -16%
Long distance services      46,395     47,732       (1,337)     -3%          139,760      135,213       4,547        3%
Directory services          28,126     28,342         (216)     -1%           85,824       85,676         148        0%
Other                       18,999     21,430       (2,431)    -11%           61,372       72,061     (10,689)     -15%
                         ---------- ----------  ------------             ------------ -----------   ----------
                         $ 557,871  $ 575,814    $ (17,943)     -3%      $ 1,689,626  $ 1,710,787   $ (21,161)      -1%
                         ========== ==========  ============             ============ ===========   ==========
</TABLE>

                                       25
<PAGE>

Local Services
Local services  revenue for the three months ended  September 30, 2008 decreased
$14.2 million, or 6%, as compared with the prior year period. The loss of access
lines  accounted  for $10.9  million of the decline in local  services  revenue.
Enhanced services revenue decreased $1.5 million, as discussed below.

Local  services  revenue for the nine months ended  September 30, 2008 decreased
$13.2 million,  as compared with the prior year period.  Local services  revenue
increased  $20.4  million  as a  result  of the  CTE and  GVN  acquisitions  and
decreased $33.6 million for our legacy Frontier operations, primarily due to the
continued loss of access lines. Enhanced services revenue,  excluding the impact
of the CTE and GVN  acquisitions,  decreased $3.5 million,  as compared with the
prior year  period,  primarily  due to a decline in access  lines and a shift in
customers  purchasing our unlimited  voice  communications  packages  instead of
individual features.

Economic  conditions and/or increasing  competition could make it more difficult
to sell our packages and bundles and cause us to increase our promotions  and/or
lower our prices for those products and services,  which would adversely  affect
our revenue, profitability and cash flow.

Data and Internet Services
Data and internet services revenue for the three months ended September 30, 2008
increased  $13.8  million,  or 10%,  as  compared  with the prior  year  period,
primarily due to growth in data and High-Speed Internet customers.

Data and internet  services revenue for the nine months ended September 30, 2008
increased  $55.2 million,  or 14%, as compared with the prior year period.  Data
and internet services revenue increased $22.8 million as a result of the CTE and
GVN acquisitions and another $32.4 million due to the overall growth in data and
High-Speed Internet customers.  The number of the Company's  High-Speed Internet
subscribers has increased by more than 74,700, or 15%, since September 30, 2007.
Data and internet services also includes revenue from data transmission services
to  other  carriers  and   high-volume   commercial   customers  with  dedicated
high-capacity  internet and  ethernet  circuits.  Revenue  from these  dedicated
high-capacity  circuits increased $12.4 million, as compared with the prior year
period, primarily due to growth in the number of those circuits.

Access Services
Access services  revenue for the three months ended September 30, 2008 decreased
$13.6 million,  or 12%, as compared with the prior year period.  Switched access
revenue of $70.0 million decreased $9.6 million, as compared with the prior year
period,  primarily  due to the impact of a decline in minutes of use  related to
access line losses and the displacement of minutes of use by wireless, email and
other communications services. Access services revenue includes subsidy payments
we receive from federal and state  agencies.  Subsidy  revenue of $29.6  million
decreased  $4.0 million,  due to lower receipts under the Federal High Cost Fund
program  resulting  from our  reduced  cost  structure  and an  increase  in the
program's  National  Average  Cost per Local Loop  (NACPL)  used by the  Federal
Communications  Commission  (FCC) to allocate funds among all recipients.  Third
quarter  2008  subsidy  revenue  was  negatively  impacted  by $2.5  million  in
unfavorable  adjustments  resulting  from audits of the  Federal  High Cost Fund
program.

Access  services  revenue for the nine months ended September 30, 2008 decreased
$57.2 million,  or 16%, as compared with the prior year period.  Access services
revenue  increased  $8.2  million  as a result of the CTE and GVN  acquisitions.
Switched access revenue,  excluding the impact of the CTE and GVN  acquisitions,
of $174.4 million  decreased  $48.8 million,  primarily due to the first quarter
2007  settlement  of a carrier  dispute  resulting in a favorable  impact on our
revenue  of $38.7  million  (a  one-time  event)  and the impact of a decline in
minutes  of use  related to access  line  losses.  Excluding  the impact of that
one-time  favorable  settlement  in the first nine months of 2007,  our switched
access  revenue for the first nine  months of 2008 would have  declined by $10.1
million,  or 5%, from the comparable period in 2007. Subsidy revenue,  excluding
the impact of the CTE and GVN  acquisitions,  of $77.2 million  decreased  $16.5
million,  primarily  due to lower  receipts  under  the  Federal  High Cost Fund
program  resulting  from our  reduced  cost  structure  and an  increase  in the
program's NACPL.

Many factors may lead to further  increases in the NACPL,  thereby  resulting in
decreases  in our  federal  subsidy  revenue  in the  future.  The FCC and state
regulators  are  currently  considering  a number of proposals  for changing the
manner in which  eligibility for federal  subsidies is determined as well as the
amounts  of such  subsidies.  On May 1,  2008  the FCC  issued  an  order to cap
Competitive Eligible Telecommunications  Companies (CETC) receipts from the high
cost Federal Universal Service Fund. While this order will have no impact on our
current  receipt  levels,  we believe this is a positive first step to limit the
rapid growth of the fund.  The CETC cap will remain in place until the FCC takes
additional steps towards needed reform.

                                       26
<PAGE>

The FCC is  considering  proposals  that may  significantly  change  interstate,
intrastate  and local  intercarrier  compensation  and  revisions to the Federal
Universal  Service  funding  and  disbursement  mechanisms.  When and how  these
proposed changes will be addressed are unknown and,  accordingly,  we are unable
to predict the impact of future changes on our results of  operations.  However,
future  reductions in our subsidy and access  revenues will directly  affect our
profitability and cash flows as those regulatory revenues do not have associated
variable expenses.

Certain  states have open  proceedings  to address  reform to access charges and
other  intercarrier  compensation.  We cannot  predict when or how these matters
will be decided nor the effect on our subsidy or access  revenues.  In addition,
we have been  approached  by,  and/or are involved in formal  state  proceedings
with,  various carriers seeking reductions in intrastate access rates in certain
states.

Long Distance Services
Long  distance  services  revenue for the three months ended  September 30, 2008
decreased $1.3 million, or 3%, as compared with the prior year period, primarily
due to lower average revenue per minute of use, as discussed below.

Long  distance  services  revenue for the nine months ended  September  30, 2008
increased  $4.5  million,  or 3%, as compared  with the prior year period,  as a
result of $6.8 million in additional long distance services revenue from the CTE
and GVN  acquisitions.  We have  actively  marketed a package of unlimited  long
distance  minutes with our digital  phone and state  unlimited  bundled  service
offerings. The sale of our digital phone and state unlimited products, and their
associated  unlimited  minutes,  has  resulted in an  increase in long  distance
customers, and the minutes used by these customers. This has lowered our overall
average rate per minute billed.

Our long  distance  minutes of use increased by 15% during the nine months ended
September  30,  2008  compared  to the nine  months of 2007.  Our long  distance
services  revenue has  remained  relatively  unchanged,  but may decrease in the
future due to lower rates  and/or  minutes of use.  Competing  services  such as
wireless, VOIP and cable telephony are resulting in a loss of customers, minutes
of use and  further  declines  in the rates we charge our  customers.  We expect
these factors will continue to adversely affect our long distance revenue during
the remainder of 2008 and in 2009.

Directory Services
Directory  services  revenue for the three and nine months ended  September  30,
2008 was relatively unchanged as compared with the prior year periods.

Other
Other revenue for the three and nine months ended  September 30, 2008  decreased
$2.4 million, or 11%, and $10.7 million, or 15%, as compared with the prior year
periods,  primarily due to higher bad debt expenses,  fewer  equipment sales and
decreased "bill and collect" fee revenue.

                                       27
<PAGE>
<TABLE>
<CAPTION>
                       OTHER FINANCIAL AND OPERATING DATA

                                        As of                 As of                  %
                                 September 30, 2008     September 30, 2007        Change
                                 --------------------   -------------------   ----------------
Access lines:
<S>                                        <C>                   <C>                 <C>
   Residential                             1,484,809             1,617,916          -8%
   Business                                  811,651               842,666          -4%
                                 --------------------   -------------------
Total access lines                         2,296,460             2,460,582          -7%
                                 --------------------   -------------------
High-Speed Internet (HSI)
  subscribers                                571,946               497,241          15%
Video subscribers                            112,350                86,446          30%

                                For the three months ended September 30,            For the nine months ended September 30,
                           ----------------------------------------------- ---------------------------------------------------------
                               2008         2007      $ Change   % Change      2008             2007         $ Change    % Change
                           ----------------------------------------------- -------------------------------   -----------------------
Revenue:
   Residential               $ 238,684    $ 247,890    $  (9,206)     -4%   $   719,679      $  718,218      $   1,461        0%
   Business                    219,632      214,797        4,835       2%       661,571         626,989         34,582        6%
                           ------------   ----------  -----------          -------------   ---------------   -----------
Total customer revenue         458,316      462,687       (4,371)     -1%     1,381,250       1,345,207         36,043        3%
                           ------------   ----------  -----------          -------------   ---------------   -----------
   Regulatory (Access
     Services)                  99,555      113,127      (13,572)    -12%       308,376         365,580        (57,204)     -16%
                           ------------   ----------  -----------          -------------   ---------------   -----------
Total revenue                $ 557,871    $ 575,814    $ (17,943)     -3%   $ 1,689,626      $1,710,787      $ (21,161)      -1%
                           ------------   ----------  -----------          -------------   ---------------   -----------

Switched access minutes of
   us (in millions)              2,522        2,711                   -7%         7,663           7,987                      -4%
Average monthly total
   revenue per access line   $   80.20    $   77.33                    4%   $     82.85 (2)  $    79.30 (1)                   4%
Average monthly customer
   revenue per access line   $   65.89    $   62.14                    6%   $     68.44 (2)  $    64.47 (2)                   6%

(1)  For the nine months ended September 30, 2007, the calculation  excludes CTE
     and GVN data and excludes the $38.7 million favorable  one-time impact from
     the first quarter 2007 settlement of a switched access dispute.  The amount
     is  $81.37  with the  $38.7  million  favorable  one-time  impact  from the
     settlement.

(2)  For the nine months ended  September  30, 2008 and 2007,  the  calculations
     exclude CTE and GVN data.

                                   NETWORK ACCESS EXPENSES

                           For the three months ended September 30,        For the nine months ended September 30,
                         ----------------------------------------------  -------------------------------------------------
      ($ in thousands)
      ----------------
                            2008       2007       $ Change    % Change      2008         2007       $ Change    % Change
                         ---------- ---------  -------------- ---------  ------------ -----------   ----------  ----------
      Network access     $ 52,478   $ 56,566     $ (4,088)       -7%      $ 167,025    $ 161,641     $ 5,384        3%

Network access  expenses for the three months ended September 30, 2008 decreased
$4.1 million,  or 7%, as compared  with the prior year period,  primarily due to
decreasing  rates and more efficient  circuit  routing for our long distance and
data products.

Network access  expenses for the nine months ended  September 30, 2008 increased
$5.4 million, or 3%, as compared with the prior year period, as a result of $9.5
million  in  additional   network  access  expenses  due  to  the  CTE  and  GVN
acquisitions, partially offset by the cost savings, as described above.

                            OTHER OPERATING EXPENSES

                                 For the three months ended September 30,              For the nine months ended September 30,
                           ----------------------------------------------------  ---------------------------------------------------
($ in thousands)
----------------              2008         2007       $ Change      % Change       2008         2007       $ Change      % Change
                           -----------  -----------  -------------  ----------   -----------  ----------  ------------  ------------
Wage and benefit expenses    $ 98,548     $100,965      $  (2,417)        -2%     $294,011     $301,293      $ (7,282)        -2%
Severance and early
  retirement costs                227       12,098        (11,871)       -98%        3,598       13,874       (10,276)       -74%
Stock based compensation        3,047        2,364            683         29%        9,211        7,809         1,402         18%
All other operating
  expenses                    101,674       99,839          1,835          2%      302,273      294,945         7,328          2%
                           -----------  -----------  -------------               -----------  ----------  ------------
                             $203,496     $215,266      $ (11,770)        -5%     $609,093     $617,921      $ (8,828)        -1%
                           ===========  ===========  =============               ===========  ==========  ============
</TABLE>

                                       28
<PAGE>
Wage and benefit expenses
Wage and  benefit  expenses  for the  three  months  ended  September  30,  2008
decreased $2.4 million,  or 2%, as compared to the prior year period,  primarily
due to headcount reductions and associated decreases in compensation and benefit
expenses  attributable to the integration of the back office,  customer  service
and administrative  support functions of the CTE and GVN operations  acquired in
2007.

Wage and benefit expenses for the nine months ended September 30, 2008 decreased
$7.3 million,  or 2%, as compared  with the prior year period,  primarily due to
headcount  reductions  and  associated  decreases  in  compensation  and benefit
expenses from the integration of functions, as described above.

Included  in wage and  benefit  expenses  is  pension  and other  postretirement
benefit  expenses.  These costs for the nine months ended September 30, 2008 and
2007 were  approximately $6.4 million and $7.3 million,  respectively.  Based on
current assumptions and plan asset values, we estimate that our 2008 pension and
other  postretirement  benefit  expenses will be  approximately  $8.0 million to
$11.0 million and that no contribution will be made by us to our pension plan in
2008.

As a result of negative  investment  returns and ongoing benefit  payments,  the
Company's  pension plan assets have declined from $821.5 million at December 31,
2007 to $680.2 million at September 30, 2008, a decrease of $142.3  million,  or
17%.  While the  decline  in pension  plan  assets  will not impact our  current
operations,  liquidity or cash flows in 2008, if the drop in 2008 asset value is
not  recovered  by December  31, 2008 we expect  that our pension  expense  will
increase  in 2009  and we may be  required  to make a cash  contribution  to the
pension plan in 2009.

Severance and early retirement costs
Severance and early  retirement  costs for the three months ended  September 30,
2008 decreased  $11.9 million as compared with the prior year period,  primarily
due to a third quarter charge in 2007 of approximately  $12.1 million related to
initiatives to enhance customer service, streamline operations and reduce costs.
Approximately 120 positions were eliminated as part of that initiative,  most of
which were filled by new employees at our remaining  call centers.  In addition,
approximately  50 field  operations  employees agreed to participate in an early
retirement program and another 30 employees from a variety of functions left the
Company.

Severance  and early  retirement  costs for the nine months ended  September 30,
2008 decreased  $10.3 million as compared with the prior year period,  primarily
due to the third  quarter  2007 charge of $12.1  million,  as  described  above,
partially  offset by  charges  recorded  in the first  half of 2008  related  to
employee  early  retirements  and  terminations  for  42  Rochester,   New  York
employees.

Stock based compensation
Stock based compensation for the three months ended September 30, 2008 increased
$0.7  million,  or 29%, as  compared  with the prior year  period,  due to costs
associated with the recently adopted long-term incentive program.

Stock based  compensation for the nine months ended September 30, 2008 increased
$1.4  million,  or 18%, as  compared  with the prior year  period,  due to costs
associated with the recently  adopted  long-term  incentive  program,  partially
offset by reduced costs associated with stock units and stock options.

All other operating expenses
All other  operating  expenses  for the three months  ended  September  30, 2008
increased  $1.8 million,  or 2%, as compared with the prior year period and $7.3
million,  or 2%, for the nine months ended  September  30, 2008 as compared with
the prior year period.  The increase for the nine month period was primarily due
to the  additional  expenses  of $10.8  million  resulting  from the CTE and GVN
acquisitions,  as 2008  includes  nine months of expenses  for CTE and GVN while
2007 includes  approximately  seven months for CTE and no costs for GVN.
<TABLE>
<CAPTION>
                                         DEPRECIATION AND AMORTIZATION EXPENSE

                          For the three months ended September 30,         For the nine months ended September 30,
                         ---------------------------------------------  -------------------------------------------------
      ($ in thousands)
      ----------------     2008       2007      $ Change     % Change       2008        2007        $ Change   % Change
                         ---------  ---------  ------------- ---------  ------------  ----------    ---------  ----------
<S>                      <C>         <C>         <C>             <C>     <C>           <C>           <C>            <C>
  Depreciation expense   $  92,793   $ 90,709    $  2,084        2%      $ 286,305     $ 270,642     $ 15,663       6%
  Amortization expense      44,863     47,348      (2,485)      -5%        136,681       130,058        6,623       5%
                         ---------  ---------  -------------            ------------  ----------    ---------
                         $ 137,656   $138,057    $   (401)       0%      $ 422,986     $ 400,700     $ 22,286       6%
                         =========  =========  =============            ============  ==========    =========
</TABLE>

                                       29
<PAGE>

Depreciation and  amortization  expense for the three months ended September 30,
2008 decreased  $0.4 million as compared to the prior year period.  Depreciation
and amortization  expense for the nine months ended September 30, 2008 increased
$22.3  million,  or 6%,  as  compared  with  the  prior  year  period.  Our 2007
acquisitions  of CTE and GVN  accounted  for an  increase  of $26.9  million  in
depreciation and amortization  expense.  All other depreciation and amortization
expense decreased $4.6 million,  primarily due to a declining net asset base for
our legacy  Frontier  properties,  partially  offset by changes in the remaining
useful lives of certain  assets.  An  independent  study  updating the estimated
remaining  useful  lives of our plant  assets  is  performed  annually.  We have
adopted  the  lives  proposed  in the  study  effective  October  1,  2008.  Our
"composite  depreciation  rate"  increased  from 5.5% to 5.6% as a result of the
study. We anticipate  depreciation  expense of  approximately  $375.0 million to
$380.0 million and amortization  expense of $180.0 million to $185.0 million for
2008.
<TABLE>
<CAPTION>
      INVESTMENT AND OTHER INCOME, NET/INTEREST EXPENSE/INCOME TAX EXPENSE

                       For the three months ended September 30,       For the nine months ended September 30,
                     --------------------------------------------- -----------------------------------------------
($ in thousands)
----------------        2008      2007       $ Change    % Change      2008         2007      $ Change   % Change
                     --------- ---------  -------------- --------- ------------- ----------  ----------  ---------
Investment and
<S>                   <C>        <C>          <C>            <C>     <C>         <C>          <C>            <C>
  other income, net   $  1,302   $  7,172     $ (5,870)     -82%     $   6,460   $  10,672    $  (4,212)    -39%
Interest expense      $ 90,333   $ 95,158     $ (4,825)      -5%     $ 271,903   $ 287,771    $ (15,868)     -6%
Income tax expense    $ 28,215   $ 30,524     $ (2,309)      -8%     $  76,717   $  97,785    $ (21,068)    -22%
</TABLE>

Investment and other income, net
Investment and other income,  net for the three months ended  September 30, 2008
decreased  $5.9  million,  or 82%,  as  compared  with the  prior  year  period,
primarily due to a decrease in our investable cash balance.

Investment  and other income,  net for the nine months ended  September 30, 2008
decreased  $4.2  million,  or 39%,  as  compared  with the  prior  year  period,
primarily  due  to a  decrease  of  $21.0  million  in  income  from  short-term
investments of cash and cash equivalents, partially offset by a reduction in the
loss on retirement  of debt of $11.9  million and the $4.0 million  expense of a
bridge loan fee recorded during the first quarter of 2007.

Our  average  cash  balance was $181.0  million and $686.1  million for the nine
months ended September 30, 2008 and 2007, respectively.

Interest expense
Interest  expense for the three months ended  September 30, 2008  decreased $4.8
million,  or 5%, as compared  with the prior year period,  primarily  due to the
amortization  of the  deferred  gain  associated  with  the  termination  of our
interest rate swap  agreements and slightly lower average  interest  rates.  Our
average debt outstanding was $4,756.7 million and $4,760.1 million for the three
months ended September 30, 2008 and 2007, respectively.

Interest  expense for the nine months ended  September 30, 2008 decreased  $15.9
million,  or 6%, as compared  with the prior year period,  primarily  due to the
amortization  of the  deferred  gain  associated  with  the  termination  of our
interest rate swap  agreements  and  retirement of related debt during the first
quarter of 2008, along with slightly lower average debt levels. Our average debt
outstanding was $4,758.1  million and $4,853.0 million for the nine months ended
September 30, 2008 and 2007, respectively.  Our composite average borrowing rate
as of  September  30, 2008 as compared  with the prior year was 34 basis  points
lower, decreasing from 8.01% to 7.67%.

Income tax expense
Income tax  expense  for the three and nine  months  ended  September  30,  2008
decreased  $2.3 million,  or 8%, and $21.1  million,  or 22%,  respectively,  as
compared with the prior year periods, primarily due to changes in taxable income
and the  reduction in income tax expense of $7.5 million  recorded in the second
quarter  of 2008  that  resulted  from the  expiration  of  certain  statute  of
limitations  on April 15, 2008, as discussed  below.  The effective tax rate for
the first  nine  months of 2008 was 34.1% as  compared  with 38.6% for the first
nine months of 2007. Our cash taxes paid for the nine months ended September 30,
2008 were $70.2 million, an increase of $16.5 million from the first nine months
of 2007. We expect to pay  approximately $80 million to $90 million for the full
year of 2008. Our 2008 cash tax estimate reflects the currently estimated impact
of the "Economic Stimulus Act of 2008."

                                       30
<PAGE>

As a result of the  expiration of certain  statute of  limitations  on April 15,
2008, the  liabilities on our books as of December 31, 2007 related to uncertain
tax positions  recorded under FASB  Interpretation  No. (FIN) 48 were reduced by
$16.2 million in the second quarter of 2008.  This reduction  lowered income tax
expense by $7.5 million, goodwill by $3.0 million and deferred income tax assets
by $5.7 million during the second quarter of 2008.

Item 3.   Quantitative and Qualitative Disclosures about Market Risk
          ----------------------------------------------------------

Disclosure of primary market risks and how they are managed
We are exposed to market risk in the normal  course of our  business  operations
due to ongoing investing and funding activities, including those associated with
our pension assets.  Market risk refers to the potential change in fair value of
a financial  instrument as a result of fluctuations in interest rates and equity
prices.  We do not hold or issue derivative  instruments,  derivative  commodity
instruments or other financial instruments for trading purposes. As a result, we
do not undertake any specific actions to cover our exposure to market risks, and
we are not party to any  market  risk  management  agreements  other than in the
normal course of business.  Our primary  market risk exposures are interest rate
risk and equity price risk as follows:

Interest Rate Exposure

Our exposure to market risk for changes in interest  rates relates  primarily to
the interest-bearing  portion of our investment portfolio. Our long-term debt as
of  September  30,  2008 was  approximately  94% fixed  rate  debt with  minimal
exposure  to  interest  rate  changes  after the  termination  of our  remaining
interest rate swap agreements on January 15, 2008.

Our  objectives  in managing our  interest  rate risk are to limit the impact of
interest  rate  changes  on  earnings  and cash  flows and to lower our  overall
borrowing  costs.  To achieve these  objectives,  all but $281.7  million of our
borrowings at September 30, 2008 have fixed  interest  rates.  Consequently,  we
have limited  material  future  earnings or cash flow  exposures from changes in
interest rates on our long-term  debt. An adverse change in interest rates would
increase the amount that we pay on our variable  obligations and could result in
fluctuations  in the fair  value of our fixed rate  obligations.  Based upon our
overall  interest  rate  exposure at September  30, 2008, a near-term  change in
interest rates would not materially affect our consolidated  financial position,
results of operations or cash flows.

On January 15, 2008,  we  terminated  all of our interest  rate swap  agreements
representing $400.0 million notional amount of indebtedness  associated with our
Senior Notes due in 2011 and 2013.  Cash  proceeds on the swap  terminations  of
approximately  $15.5 million were received in January 2008. The related gain has
been deferred on the  consolidated  balance sheet,  and is being  amortized into
interest expense over the term of the associated debt.

Sensitivity analysis of interest rate exposure
At September 30, 2008,  the fair value of our long-term debt was estimated to be
approximately $4.0 billion, based on our overall weighted average borrowing rate
of 7.67% and our overall  weighted  average  maturity of approximately 12 years.
There has been no material change in the weighted average maturity applicable to
our obligations since December 31, 2007.

Equity Price Exposure

Our exposure to market risks for changes in security  prices as of September 30,
2008 is limited to our pension assets. We have no other security  investments of
any material amount.

During 2008, the diminished  availability  of credit and liquidity in the United
States and  throughout the global  financial  system has resulted in substantial
volatility in financial markets and the banking system. These and other economic
events have had an adverse impact on investment portfolios.

As a result of negative  investment  returns and ongoing benefit  payments,  the
Company's  pension plan assets have declined from $821.5 million at December 31,
2007 to $680.2 million at September 30, 2008, a decrease of $142.3  million,  or
17%.  While the  decline  in pension  plan  assets  will not impact our  current
operations,  liquidity or cash flows in 2008, if the drop in 2008 asset value is
not  recovered  by December  31, 2008 we expect  that our pension  expense  will
increase  in 2009  and we may be  required  to make a cash  contribution  to the
pension plan in 2009.


                                       31
<PAGE>

Item 4.   Controls and Procedures
          -----------------------

(a) Evaluation of disclosure controls and procedures
We carried out an evaluation,  under the supervision and with the  participation
of our  management,  including  our  principal  executive  officer and principal
financial  officer,  regarding the  effectiveness of the design and operation of
our  disclosure  controls  and  procedures.  Based  upon  this  evaluation,  our
principal executive officer and principal financial officer concluded, as of the
end of the  period  covered  by  this  report,  September  30,  2008,  that  our
disclosure controls and procedures are effective.

(b) Changes in internal control over financial reporting
We reviewed our internal control over financial reporting at September 30, 2008.
There  has been no change  in our  internal  control  over  financial  reporting
identified  in an  evaluation  thereof  that  occurred  during the third  fiscal
quarter of 2008 that materially  affected or is reasonably  likely to materially
affect our internal control over financial reporting.


                                       32
<PAGE>

                           PART II. OTHER INFORMATION
              FRONTIER COMMUNICATIONS CORPORATION AND SUBSIDIARIES


Item 1.   Legal Proceedings
          -----------------

There  have  been  no  material  changes  to  our  legal  proceedings  from  the
information  provided in Item 3. Legal Proceedings included in our Annual Report
on Form 10-K for the year ended December 31, 2007, and Quarterly  Report on Form
10-Q for the quarter ended June 30, 2008, except as set forth below:

Ronald A. Katz  Technology  Licensing  LP,  filed  suit  against  us for  patent
infringement  on June 8, 2007 in the U.S.  District  Court for the  District  of
Delaware.  Katz  Technology  alleges  that,  by  operating  automated  telephone
systems, including customer service systems, that allow our customers to utilize
telephone calling cards, order internet,  DSL, and dial-up services, and perform
a variety  of  account  related  tasks such as  billing  and  payments,  we have
infringed  thirteen of Katz Technology's  patents and continue to infringe three
of  Katz  Technology's   patents.  Katz  Technology  seeks  unspecified  damages
resulting  from our  alleged  infringement,  as well as a  permanent  injunction
enjoining  us  from  continuing  the  alleged   infringement.   Katz  Technology
subsequently  filed a tag-along notice with the Judicial Panel on Multi-District
Litigation,  notifying  them of this  action and its  relatedness  to In re Katz
Interactive  Dial Processing  Patent  Litigation (MDL No. 1816),  pending in the
Central District of California before Judge R. Gary Klausner. The Judicial Panel
on Multi-District Litigation has transferred the case to the Central District of
California.  In January 2008, we received notice of the accused  services and 40
asserted claims from Katz Technology. The case is now in the discovery phase and
interrogatories  have been  served and  answered.  The parties  have  engaged in
settlement discussions but have not reached agreement.  In the event that we are
not able to settle, we intend to vigorously defend against this lawsuit.

Item 1A.  Risk Factors
          ------------

Other than as set forth below,  there have been no material  changes to our risk
factors from the information provided in Item 1A. "Risk Factors" included in our
Annual Report on Form 10-K for the year ended December 31, 2007.

The recent severe contraction in the global financial markets may have an impact
on our business and financial condition

Diminished  availability  of  credit  and  liquidity  due to the  recent  severe
contraction in the global  financial  markets may impact the financial health of
the  Company's  customers,  vendors and partners,  which in turn may  negatively
impact the Company's revenues and operating expenses.

As a result of negative  investment  returns and ongoing benefit  payments,  the
Company's  pension plan assets have declined from $821.5 million at December 31,
2007 to $680.2 million at September 30, 2008, a decrease of $142.3  million,  or
17%.  While the  decline  in pension  plan  assets  will not impact our  current
operations,  liquidity or cash flows in 2008, if the drop in 2008 asset value is
not  recovered  by December  31, 2008 we expect  that our pension  expense  will
increase  in 2009  and we may be  required  to make a cash  contribution  to the
pension plan in 2009.

The Company has  significant  debt  maturities in 2011 when  approximately  $1.1
billion of our debt matures.  Historically,  the Company has refinanced its debt
obligations  well in advance of scheduled  maturities.  Given the current credit
environment, our ability to access the capital markets may be restricted and our
cost of borrowing may be materially higher than previous debt issuances.

Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds
          -----------------------------------------------------------

There were no unregistered  sales of equity  securities during the quarter ended
September 30, 2008.


                                       33
<PAGE>
<TABLE>
<CAPTION>

                                      ISSUER PURCHASES OF EQUITY SECURITIES
----------------------------------------------------------------------------------------------------------
                                                                                           (d) Maximum
                                                                                            Approximate
                                                                                          Dollar Value of
                                                                    (c) Total Number of   Shares that May
                                           (a) Total                Shares Purchased as   Yet Be Purchased
                                           Number of   (b) Average    Part of Publicly   Under the Plans of
Period                                      Shares      Price Paid   Announced Plans or     Programs (in
                                           Purchased    per Share          Programs           millions)
----------------------------------------------------------------------------------------------------------

July 1, 2008 to July 31, 2008
<S>                                        <C>           <C>            <C>                 <C>
Share Repurchase Program (1)                2,892,409     $ 11.46        13,275,933          $ 54.3
Employee Transactions (2)                       2,147     $ 11.48           N/A                N/A

August 1, 2008 to August 31, 2008
Share Repurchase Program (1)                2,071,506     $ 12.08        15,347,439          $ 29.3
Employee Transactions (2)                           -     $   -             N/A                N/A

September 1, 2008 to September 30, 2008
Share Repurchase Program (1)                2,103,200     $ 12.07        17,450,639          $  3.8
Employee Transactions (2)                       1,209     $ 12.29           N/A                N/A


Totals July 1, 2008 to September 30, 2008
Share Repurchase Program (1)                7,067,115     $ 11.82        17,450,639          $  3.8
Employee Transactions (2)                       3,356     $ 11.77           N/A                N/A
</TABLE>

(1)  In February 2008, our Board of Directors  authorized us to repurchase up to
     $200.0 million of our common stock in public or private  transactions  over
     the following  twelve-month period. This share repurchase program commenced
     on March 4, 2008 and was completed on October 3, 2008.
(2)  Includes  restricted  shares  withheld  (under  the terms of  grants  under
     employee  stock  compensation  plans) to  offset  minimum  tax  withholding
     obligations that occur upon the vesting of restricted shares. The Company's
     stock compensation plans provide that the value of shares withheld shall be
     the average of the high and low price of the Company's  common stock on the
     date the relevant transaction occurs.


                                       34
<PAGE>

Item 6.   Exhibits
          --------

a)        Exhibits:

          10.1 Second  Supplemental  Indenture,  dated as of  September 2, 2008,
               among  Commonwealth  Telephone  Enterprises,  Inc.,  Commonwealth
               Telephone Enterprises of Delaware,  Inc., Frontier Communications
               Corporation  (formerly Citizens  Communications  Company) and The
               Bank of New  York  Mellon  (formerly  The Bank of New  York),  as
               Trustee,   to  the  Indenture,   dated  July  18,  2003,  between
               Commonwealth Telephone Enterprises, Inc. and the Trustee.

          10.2 Second  Supplemental  Indenture,  dated as of  September 2, 2008,
               among  Commonwealth  Telephone  Enterprises,  Inc.,  Commonwealth
               Telephone Enterprises of Delaware,  Inc., Frontier Communications
               Corporation  (formerly Citizens  Communications  Company) and The
               Bank of New  York  Mellon  (formerly  The Bank of New  York),  as
               Trustee,  to  the  Indenture,   dated  August  3,  2005,  between
               Commonwealth Telephone Enterprises, Inc. and the Trustee.

          31.1 Certification  of Principal  Executive  Officer  pursuant to Rule
               13a-14(a) under the Securities Exchange Act of 1934.

          31.2 Certification  of Principal  Financial  Officer  pursuant to Rule
               13a-14(a) under the Securities Exchange Act of 1934.

          32.1 Certification  of Chief Executive  Officer  pursuant to 18 U.S.C.
               Section  1350,  as  adopted   pursuant  to  Section  906  of  the
               Sarbanes-Oxley Act of 2002.

          32.2 Certification  of Chief Financial  Officer  pursuant to 18 U.S.C.
               Section  1350,  as  adopted   pursuant  to  Section  906  of  the
               Sarbanes-Oxley Act of 2002.


                                       35
<PAGE>


              FRONTIER COMMUNICATIONS CORPORATION AND SUBSIDIARIES


                                    SIGNATURE
                                    ---------


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.




                       FRONTIER COMMUNICATIONS CORPORATION
                       -----------------------------------
                                  (Registrant)


                                   By:  /s/ Robert J. Larson
                                        ---------------------------
                                        Robert J. Larson
                                        Senior Vice President and
                                        Chief Accounting Officer






Date:  November 10, 2008



                                       36