------------------------------
                                                           OMB APPROVAL
                                                  ------------------------------
                                                   OMB Number:        3235-0060
                                                   Expires:      March 31, 2006
                                                   Estimated average burden
                                                   hours per response.....28.00
                                                  ------------------------------


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported)   September 20, 2004
                                                 ----------------------


                         FairPoint Communications, Inc.
        ----------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


          Delaware                  333-56365                13-3725229
- ------------------------------  ------------------   ---------------------------
 (State or other jurisdiction    (Commission File           (IRS Employer
      of incorporation)               Number)            Identification No.)

          521 East Morehead Street,
                  Suite 250,
          Charlotte, North Carolina                         28202
      -----------------------------------             ------------------
       (Address of principal executive                   (Zip Code)
                   offices)


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


                                       N/A
        ----------------------------------------------------------------
         (Former name or former address, if changed since last report.)


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))







Section 5 - Corporate Governance and Management

         FairPoint Communications, Inc. (the "Company") has decided to eliminate
the position of President - Public Policy and Industry Relations. Accordingly,
John P. Duda's employment with the Company will end effective as of September
30, 2004. Mr. Duda has been primarily responsible for industry relations, public
policy and federal regulatory and legislative affairs. These functions will be
performed in the future by certain of the Company's other executive officers and
employees.








                                   SIGNATURES

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


                                       FAIRPOINT COMMUNICATIONS, INC.


                                       By:  /s/ Walter E. Leach, Jr.
                                            ------------------------------------
                                            Name:  Walter E. Leach, Jr.
                                            Title: Executive Vice President and
                                                   Chief Financial Officer


Date:  September 23, 2004