SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* KELSO PARTNERS V L P (Last) (First) (Middle) C/O KELSO AND COMPANY 320 PARK AVENUE, 24TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 02/03/2005	3. Issuer Name and Ticker or Trading Symbol FAIRPOINT COMMUNICATIONS INC [ FRP ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	3,112,861	I(1)(2)(3)(4)	By Kelso Investment Associates V, L.P.(1)(2)(3)(4)
Class A Common Stock	335,729	I(1)(2)(3)(4)	By Kelso Equity Partners V, L.P.(1)(2)(3)(4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* KELSO PARTNERS V L P (Last) (First) (Middle) C/O KELSO AND COMPANY 320 PARK AVENUE, 24TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BERNEY PHILIP E (Last) (First) (Middle) C/O KELSO AND COMPANY 320 PARK AVENUE, 24TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* GOLDBERG MICHAEL B (Last) (First) (Middle) C/O KELSO AND COMPANY 320 PARK AVENUE, 24TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Lazar Michael B (Last) (First) (Middle) C/O KELSO AND COMPANY 320 PARK AVENUE, 24TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Loverro Frank J (Last) (First) (Middle) C/O KELSO AND COMPANY 320 PARK AVENUE, 24TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* NICKELL FRANK T (Last) (First) (Middle) C/O KELSO AND COMPANY 320 PARK AVENUE, 24TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SCHUCHERT JOSEPH S (Last) (First) (Middle) C/O KELSO AND COMPANY 320 PARK AVENUE, 24TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* WAHRHAFTIG DAVID I (Last) (First) (Middle) C/O KELSO AND COMPANY 320 PARK AVENUE, 24TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* WALL THOMAS R IV (Last) (First) (Middle) C/O KELSO AND COMPANY 320 PARK AVENUE, 24TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Kelso Partners V, L.P. (Partners V) is the general partner of Kelso Investment Associates V, LP (KIA V). Partners V disclaims beneficial ownership of the securities owned of record by KIA V except to the extent of Partner V's pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for purposes of Section 16 or for any other purposes.

2. KIA V and Kelso Equity Partners V, L.P. (KEP V), due to their common control, could be deemed to beneficially own each of the other's securities. KIA V and KEP V each disclaim beneficial ownership of all of the securities owned of record by the other and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for purposes of Section 16 or for any other purposes.

3. Partners V and KEP V, due to their common control, could be deemed to beneficially own each of the other's securities. Partners V disclaims beneficial ownership of all the securities owned of record by KEP V and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for purposes of Section 16 or for any other purposes.

4. Messrs. Schuchert, Nickell, Wall, Matelich, Goldberg, Wahrhaftig, Bynum, Berney, Loverro and Lazar may be deemed to share beneficial ownership of securities owned of record by KIA V and KEP V, by virtue of their status as general partners of KEP V and Partners V, but disclaim beneficial ownership of such securities, and this report shall not be deemed an admission that any of Messrs. Schuchert, Nickell, Wall, Matelich, Goldberg, Wahrhaftig, Bynum, Berney, Loverro and Lazar is the beneficial owner of these securities for purposes of Section 16 or for any other purposes.

Remarks:

Because an electronically filed joint filing is limited to a maximum of ten reporting persons, this Form 3 is one of two filed today reporting on the same securities by the following joint filers: Kelso Investment Assoicates V, L.P.; Kelso Equity Partners V, L.P.; Kelso Partners V, L.P.; Philip E. Berney; Frank K. Bynum, Jr.; Michael B. Goldberg; Michael B. Lazar; Frank J. Loverro; George E. Matelich; Frank T. Nickell; Joseph S. Schuchert; David I. Wahrhaftig; and Thomas R. Wall, IV.

	Kelso Partners V., L.P. By: *	02/03/2005
	Philip E. Berney By: *	02/03/2005
	Michael B. Goldberg By: *	02/03/2005
	Michael B. Lazar By: *	02/03/2005
	Frank J. Loverro By: *	02/03/2005
	Frank T. Nickell By: *	02/03/2005
	Joseph S. Schuchert By: *	02/03/2005
	David I. Wahrhaftig By: *	02/03/2005
	Thomas R. Wall, IV By: *	02/03/2005
	* By: James J. Connors, II, Attorney-in-Fact	02/03/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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