FairPoint Communications 2004 Annual Report Download - page 504

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Exhibit 31.2
CERTIFICATION
I, Walter E. Leach, Jr., certify that:
1. I have reviewed this annual report on Form 10-K of FairPoint Communications, Inc. (the "Company");
2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with
respect to the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all
material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in
this annual report;
4. The Company's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as
defined in the Securities Exchange Act of 1934, as amended (the "Exchange Act") rule 13a–15(e) and 15d–15(e)) for the Company and
we have:
(i) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during the period in which this annual report was being prepared;
(ii) evaluated the effectiveness of the Company's disclosure controls and procedures and presented in this annual report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this annual
report; and
(iii) disclosed in this report any change in the Company's internal control over financial reporting that occurred during the
Company's most recent fiscal quarter (the Company's fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting; and
5. The Company's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the Company's auditors and the audit committee of Company's board of directors (or persons performing the equivalent
function):
(i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which
are reasonable likely to adversely affect the Company's ability to record, process, summarize and report financial information;
and
(ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the
Company's internal controls over financial reporting.
Date: March 24, 2005
/s/ WALTER E. LEACH, JR.
Walter E. Leach, Jr.
Chief Financial Officer