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FairPoint Communications, Inc.
521 East Morehead Street
Suite 250
Charlotte, North Carolina 28202
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: FairPoint Communications, Inc.
Registration Statement on Form S-1 - Application for Withdrawal
(Registration No. 333-36810)
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Gentlemen and Ladies:
In accordance with Rule 477 promulgated under the Securities Act of
1933, as amended, FairPoint Communications, Inc. (the "Company") hereby requests
that the Company's Registration Statement on Form S-1 (Registration No.
333-36810) (the "Registration Statement"), and all exhibits thereto, be
withdrawn effective immediately. The Company is withdrawing the Registration
Statement, which has not been declared effective, because the proposed public
offering under the Registration Statement was abandoned due to market
conditions. No securities were sold or will be sold under the Registration
Statement.
The Company further requests that, pursuant to Rule 477(c), an order
with the date of the granting of the withdrawal be included in the file for the
above-captioned Registration Statement in the following manner: "Withdrawn upon
the request of the registrant, the Commission consenting thereto."
If you have any questions with respect to this letter, please call
me at (704) 344-8150.
Sincerely,
FAIRPOINT COMMUNICATIONS, INC.
By: /s/ Walter E. Leach, Jr.
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Name: Walter E. Leach
Title: Senior Vice President and
Chief Financial Officer
cc: Timothy W. Henry
Barry A. Brooks, Esq.
