	UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

FairPoint Communications, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

305560104

(CUSIP Number)

February 2, 2007

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o	Rule 13d-1(b)
o	Rule 13d-1(c)
x	Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 305560104

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Thomas H. Lee Equity Fund IV, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power -0-

			6.		Shared Voting Power -0-

			7.		Sole Dispositive Power -0-

			8.		Shared Dispositive Power -0-

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person -0-

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 0.0%

	12.	Type of Reporting Person (See Instructions) PN

CUSIP No. 305560104

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Thomas H. Lee Foreign Fund IV, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power -0-

			6.		Shared Voting Power -0-

			7.		Sole Dispositive Power -0-

			8.		Shared Dispositive Power -0-

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person -0-

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 0.0%

	12.	Type of Reporting Person (See Instructions) PN

CUSIP No. 305560104

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Thomas H. Lee Foreign Fund IV-B, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power -0-

			6.		Shared Voting Power -0-

			7.		Sole Dispositive Power -0-

			8.		Shared Dispositive Power -0-

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person -0-

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 0.0%

	12.	Type of Reporting Person (See Instructions) PN

CUSIP No. 305560104

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) 1997 Thomas H. Lee Nominee Trust

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Massachusetts

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power -0-

			6.		Shared Voting Power -0-

			7.		Sole Dispositive Power -0-

			8.		Shared Dispositive Power -0-

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person -0-

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 0.0%

	12.	Type of Reporting Person (See Instructions) OO

CUSIP No. 305560104

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Thomas H. Lee Charitable Investment Limited Partnership

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power -0-

			6.		Shared Voting Power -0-

			7.		Sole Dispositive Power -0-

			8.		Shared Dispositive Power -0-

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person -0-

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 0.0%

	12.	Type of Reporting Person (See Instructions) PN

CUSIP No. 305560104

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Thomas H. Lee Investors Limited Partnership (f/k/a THL-CCI Investors Limited Partnership)

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Massachusetts

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power -0-

			6.		Shared Voting Power -0-

			7.		Sole Dispositive Power -0-

			8.		Shared Dispositive Power -0-

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person -0-

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 0.0%

	12.	Type of Reporting Person (See Instructions) PN

CUSIP No. 305560104

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) THL Equity Advisors IV, LLC

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power -0-

			6.		Shared Voting Power -0-

			7.		Sole Dispositive Power -0-

			8.		Shared Dispositive Power -0-

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person -0-

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 0.0%

	12.	Type of Reporting Person (See Instructions) OO

CUSIP No. 305560104

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Thomas H. Lee Advisors, LLC

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power -0-

			6.		Shared Voting Power -0-

			7.		Sole Dispositive Power -0-

			8.		Shared Dispositive Power -0-

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person -0-

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 0.0%

	12.	Type of Reporting Person (See Instructions) OO

CUSIP No. 305560104

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Putnam Investment Holdings, LLC

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power -0-

			6.		Shared Voting Power -0-

			7.		Sole Dispositive Power -0-

			8.		Shared Dispositive Power -0-

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person -0-

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 0.0%

	12.	Type of Reporting Person (See Instructions) OO

Item 1 (a). Name of Issuer:

FairPoint Communications, Inc.

Item 1 (b). Address of Issuer’s Principal Executive Offices:

521 East Morehead Street
Suite 250
Charlotte, NC 28202

Item 2 (a). Name of Person Filing:

Thomas H. Lee Equity Fund IV, L.P.
Thomas H. Lee Foreign Fund IV, L.P.
Thomas H. Lee Foreign Fund IV-B, L.P.
1997 Thomas H. Lee Nominee Trust
Thomas H. Lee Charitable Investment Limited Partnership
Thomas H. Lee Investors Limited Partnership
THL Equity Advisors IV, LLC
Thomas H. Lee Advisors, LLC
Putnam Investment Holdings, LLC

Item 2 (b). Address of Principal Business Office or, if none, Residence:

For the THL Funds:
c/o Thomas H. Lee Partners, L.P.
100 Federal Street, 35th Floor
Boston, MA 02110

For Putnam Investment Holdings, LLC:
c/o Putnam Investments, LLC
One Post Office Square
Boston, MA 02109

Item 2 (c). Citizenship:

Thomas H. Lee Equity Fund IV, L.P. — Delaware
Thomas H. Lee Foreign Fund IV, L.P. — Delaware
Thomas H. Lee Foreign Fund IV-B, L.P. — Delaware
1997 Thomas H. Lee Nominee Trust — Massachusetts
Thomas H. Lee Charitable Investment Limited Partnership — Delaware
Thomas H. Lee Investors Limited Partnership — Massachusetts
THL Equity Advisors IV, LLC — Delaware
Thomas H. Lee Advisors, LLC — Delaware
Putnam Investment Holdings, LLC — Delaware

Item 2 (d). Title of Class of Securities:

Common Stock, par value $0.01 per share

Item 2 (e). CUSIP Number:

305560104

Item 3. If this Statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

Not Applicable

(a) Broker or dealer registered under Section 15 of the Exchange Act;

(b) Bank as defined in Section 3(a)(6) of the Exchange Act;

(d) Investment company registered under Section 8 of the Investment Company Act;

(e) An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f) An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g) A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

(h) A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

(i) A church plan that is excluded from the definition of an investment company under Section 3(c)(14)

of the Investment Company Act;

(j) Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

Item 4. Ownership

(a) Amount Beneficially Owned:

None

(b) Percent of Class:

0.0%

Sole power to vote or to direct the vote:

None

Shared power to vote or to direct the vote:

None

Sole power to dispose or to direct the disposition of:

None

Shared power to dispose or to direct the disposition of:

None

Item 5. Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x.

Item 6. Ownership of More Than Five Percent on Behalf of Another Person

Not Applicable. See Item 4(a) above.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company

Not Applicable.

Item 8. Identification and Classification of Members of the Group

Not Applicable.

Item 9. Notice of Dissolution of Group

Not Applicable.

Item 10. Certification

Not Applicable. This statement on Schedule 13G is not filed pursuant to Rule 13d-1(b) or Rule 13d-1(c).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 15, 2007.

THOMAS H. LEE EQUITY FUND IV, L.P.

By:		THL Equity Advisors IV, LLC,
		its General Partner
By:		/s/ Charles P. Holden
		Name: Charles P. Holden
		Title: Assistant Treasurer

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 240.13d-7(b) for other parties for whom copies are to be sent.