EXHIBIT 10.1


                         FIRST  AMENDMENT  dated  as of  March  31,  2003  (this
                    "Amendment") to the Competitive Advance and Revolving Credit
                    Facility Agreement dated as of October 24, 2001 (the "Credit
                    Agreement"),   among  CITIZENS   COMMUNICATIONS  COMPANY,  a
                    corporation  organized  under  the  laws  of  the  State  of
                    Delaware  (the  "Borrower"),  the lenders party thereto (the
                    "Lenders") and JPMORGAN CHASE BANK, as administrative  agent
                    (in  such  capacity,  the  "Administrative  Agent")  for the
                    Lenders.

               WHEREAS,  the Borrower has  requested  that the Lenders  agree to
          amend the Credit  Agreement  in the manner set forth  herein,  and the
          Required  Lenders  are  willing,  on  the  terms  and  subject  to the
          conditions set forth herein, to agree to such amendment.

               NOW, THEREFORE,  in consideration of the above premises and other
          good and valuable consideration,  the receipt and sufficiency of which
          are hereby acknowledged, the parties hereto hereby agree as follows:

               SECTION 1. Defined Terms.  Capitalized terms used and not defined
          herein shall have the meanings given to them in the Credit  Agreement,
          as amended hereby.

               SECTION 2. Amendment of the Credit Agreement. Effective as of the
          Effective  Date (as  defined in Section  5), the Credit  Agreement  is
          amended as follows:

               (a)  Amendment  of  Section  1.01.  Section  1.01  of the  Credit
          Agreement  is  amended  by  adding  the   following   definitions   in
          appropriate alphabetical order:

                    "Consolidated   EBITDA"   shall   mean,   for  any   period,
               Consolidated   Net  Income  for  such  period  plus  (a)  without
               duplication  and to  the  extent  deducted  in  determining  such
               Consolidated  Net Income,  the sum of (i)  consolidated  interest
               expense for such period, (ii) consolidated income tax expense for
               such period,  (iii) all amounts  attributable to depreciation and
               amortization for such period,  (iv) dividends on preferred stock,
               (v) losses  attributable to minority  interests,  (vi) investment
               losses,  (vii) any nonrecurring  charges for such period relating
               to   severance   costs,   restructuring   costs  or   acquisition
               assimilation  expenses,   (viii)  any  extraordinary  charges  or
               non-cash  charges for such period (provided that any cash payment
               made with respect to any such non-cash charge shall be subtracted
               in computing  Consolidated EBITDA during the period in which such
               cash payment is made) and (ix) net losses in connection  with the
               early retirement of debt and minus (b) without duplication and to
               the extent included in determining such  Consolidated Net Income,
               (i) income or gains  attributable  to  minority  interests,  (ii)
               investment income and (iii) any  extraordinary  gains or non-cash
               gains for such period,  all determined on a consolidated basis in
               accordance  with GAAP. For purposes of  calculating  Consolidated
               EBITDA for any period of four consecutive  fiscal quarters (each,

<PAGE>

               a "Reference Period") in connection with any determination of the
               Leverage Ratio,  if after the first day of such Reference  Period
               and on or prior to any date on which the Leverage  Ratio is to be
               determined the Borrower or a consolidated  Subsidiary  shall have
               effected a  Material  Transaction,  Consolidated  EBITDA for such
               Reference  Period  shall be  calculated  after  giving  pro forma
               effect  thereto  (without  giving  effect  to  cost  savings  not
               actually realized), as determined reasonably and in good faith by
               a Financial Officer, as if such Material  Transaction occurred on
               the  first  day  of  such  Reference  Period.  As  used  in  this
               definition,  `Material  Transaction'  means  any  acquisition  or
               disposition  outside  the  ordinary  course  of  business  of any
               property or assets that (x) constitute  assets  comprising all or
               substantially  all of an  operating  unit of a business or equity
               interests  of a Person  representing  a majority of the  ordinary
               voting  power  or  economic  interests  in such  Person  that are
               represented by all its outstanding capital stock and (y) involves
               aggregate consideration in excess of $50,000,000. Notwithstanding
               the  foregoing,  Consolidated  EBITDA for any period shall not in
               any event be  calculated  to include  the  operations,  income or
               expenses of any Non-Recourse Joint Venture,  except to the extent
               of dividends or other distributions actually paid to the Borrower
               or any of its consolidated  Subsidiaries (other than Non-Recourse
               Joint Ventures) during such period."

                    "Consolidated  Net Income" shall mean,  for any period,  the
               net  income  or  loss  of  the  Borrower  and  its   consolidated
               Subsidiaries for such period  determined on a consolidated  basis
               in  accordance  with GAAP;  provided that there shall be excluded
               (a) the  income of any  Non-Recourse  Joint  Venture or any other
               Person (other than the Borrower) in which any other Person (other
               than the Borrower or any consolidated  Subsidiary of the Borrower
               or any director  holding  qualifying  shares in  compliance  with
               applicable law) owns an equity interest,  except to the extent of
               the amount of dividends or other  distributions  actually paid to
               the Borrower or any of its consolidated  Subsidiaries (other than
               Non-Recourse  Joint Ventures) during such period, and (b) (except
               as otherwise  specified in the definition of Consolidated  EBITDA
               in connection with Material Transactions),  the income or loss of
               any Person  accrued  prior to the date it becomes a Subsidiary of
               the Borrower or is merged into or consolidated  with the Borrower
               or any  Subsidiary of the Borrower or the date that such Person's
               assets are  acquired  by the  Borrower or any  Subsidiary  of the
               Borrower."

                    "Leverage  Ratio" means, on any date, the ratio of (a) Total
               Indebtedness as of such date to (b)  Consolidated  EBITDA for the
               period of four  consecutive  fiscal quarters of the Borrower most
               recently ended on or prior to such date."

                                       2
<PAGE>


                    "Total  Indebtedness"  means,  as of any date, the aggregate
               principal   amount  of  Indebtedness  of  the  Borrower  and  its
               consolidated  Subsidiaries  outstanding  as of such date,  in the
               amount and only to the  extent  that such  Indebtedness  would be
               reflected  on a  balance  sheet  prepared  as of  such  date on a
               consolidated  basis in accordance with GAAP,  minus the amount of
               cash and cash  equivalents in excess of $50,000,000 that would be
               reflected on such balance sheet;  provided,  however,  that Total
               Indebtedness  shall not include (i)  Non-Recourse  Joint  Venture
               Indebtedness,  (ii) the equity units consisting of a 6.75% senior
               note due 2006 and a warrant for the common  stock of the Borrower
               (the "6.75%  Equity  Units")  and (iii) the 5% Company  Obligated
               Mandatorily  Redeemable Convertible Preferred Securities due 2036
               (the "EPPICS")."

               (b)  Amendment  of  Section  5.02.  Section  5.02  of the  Credit
          Agreement is amended by redesignating paragraphs (c), (d), (e) and (f)
          as paragraphs (d), (e), (f) and (g), respectively, and by adding a new
          paragraph (c) to read as follows:

                    "(c) concurrently with any delivery of financial  statements
               under  paragraph (a) or (b) of this Section,  a certificate  of a
               Financial  Officer of the Borrower (i) certifying as to whether a
               Default has occurred and, if a Default has  occurred,  specifying
               the details  thereof and any action taken or proposed to be taken
               with respect thereto and (ii) setting forth  reasonably  detailed
               calculations  (including  with  respect  to any pro forma  effect
               given to a Material  Transaction)  demonstrating  compliance with
               Section 6.07 as of the last day of the most recent fiscal quarter
               covered by such financial statements;"

               (c) Amendment of Section 6.07.  Section 6.07 is hereby amended to
          read in its entirety as follows:

                    "SECTION 6.07. Leverage Ratio".

                    Permit the Leverage  Ratio on any date during any period set
               forth below to exceed the ratio set forth opposite such period:


                  Period                                           Ratio
                  From December 31, 2002, through               4.50 to 1.0
                  December 30, 2003
                  From December 31, 2003, through               4.25 to 1.0
                  December 30, 2004
                  December 31, 2004 and thereafter              4.00 to 1.0"

                                       3
<PAGE>


                    SECTION  3. No Other  Amendments;  Confirmation.  Except  as
               expressly  set  forth  herein,   this  Amendment   shall  not  by
               implication or otherwise limit,  impair,  constitute a waiver of,
               or otherwise affect the rights and remedies of the Lenders or the
               Administrative  Agent  under the Credit  Agreement  and shall not
               alter,  modify,  amend  or in any way  affect  any of the  terms,
               conditions, obligations, covenants or agreements contained in the
               Credit  Agreement,  all of which are ratified and affirmed in all
               respects  and  shall  continue  in full  force and  effect.  This
               Amendment  shall apply and be effective  only with respect to the
               provisions  of the  Credit  Agreement  specifically  referred  to
               herein.  After the  Effective  Date,  any reference to the Credit
               Agreement shall mean the Credit Agreement, as modified hereby.

                    SECTION 4.  Representations  and  Warranties.  The  Borrower
               hereby  represents and warrants to the  Administrative  Agent and
               the Lenders as of the date hereof:

                         (a) No Default or Event of Default has  occurred and is
                    continuing.

                         (b) The  execution,  delivery  and  performance  by the
                    Borrower of this Amendment have been duly  authorized by all
                    necessary corporate and other action and do not and will not
                    require  any  registration  with,  consent or  approval  of,
                    notice  to  or  action  by,  any   Person   (including   any
                    Governmental Authority).  The Credit Agreement as amended by
                    this  Amendment  constitutes  the legal,  valid and  binding
                    obligation of the Borrower, enforceable against the Borrower
                    in accordance with its terms,  except as enforceability  may
                    be  limited  by   applicable   bankruptcy,   reorganization,
                    insolvency,   moratorium   or  other  laws   affecting   the
                    enforcement  of creditors'  rights  generally and by general
                    principles or equity,  including an implied covenant of good
                    faith and fair dealing.

                         (c) All  representations and warranties of the Borrower
                    contained  in the Credit  Agreement  are true and correct in
                    all  material  respects as of the date hereof  (except  with
                    respect to  representations  and  warranties  expressly made
                    only as of an earlier date, which  representations were true
                    and  correct in all  material  respects  as of such  earlier
                    date).

                    SECTION  5.  Effectiveness.   This  Amendment  shall  become
               effective  retroactively  to  March  31,  2003 on the  date  (the
               "Effective  Date") on which the  Administrative  Agent shall have
               received  counterparts  hereof duly executed and delivered by the
               Borrower and the Required Lenders.

                    SECTION 6.  Expenses.  The Borrower  agrees to reimburse the
               Administrative Agent for its reasonable out-of-pocket expenses in
               connection  with this Amendment,  including the reasonable  fees,
               charges  and  disbursements  of  counsel  for the  Administrative
               Agent.

                    SECTION 7. Governing Law;  Counterparts.  (a) This Amendment
               and the rights and  obligations  of the parties  hereto  shall be
               governed by, and construed and  interpreted  in accordance  with,
               the laws of the State of New York.

                                       4
<PAGE>

                         (a) This  Amendment  may be  executed by one or more of
                    the  parties to this  Amendment  on any  number of  separate
                    counterparts,  and all of said  counterparts  taken together
                    shall be deemed to constitute  one and the same  instrument.
                    This Amendment may be delivered by facsimile transmission of
                    the relevant signature pages hereof.

                    SECTION 8. Headings.  The headings of this Amendment are for
               purposes  of  reference  only and shall  not  limit or  otherwise
               affect the meaning hereof.


                                       5
<PAGE>


          IN WITNESS  WHEREOF,  the parties hereto have caused this Amendment to
     be duly  executed  and  delivered  by  their  respective  proper  and  duly
     authorized officers as of the day and year first above written.

                    CITIZENS COMMUNICATIONS COMPANY,

                        by   /s/ Donald B. Armour
                            ----------------------------
                            Name:  Donald B. Armour
                            Title: Senior Vice President, Finance and Treasurer


                    JPMORGAN CHASE BANK,
                    individually and as Administrative Agent,

                        by   /s/ Joan M. Fitzgibbon
                            ----------------------------
                            Name:  Joan M. Fitzgibbon
                            Title: Managing Director


                                       6
<PAGE>


                                                        SIGNATURE PAGE FOR
                                                        FIRST AMENDMENT TO
                                           CITIZENS COMMUNICATIONS COMPANY
                                                          CREDIT AGREEMENT
                                              DATED AS OF OCTOBER 24, 2001



                           To Approve this Amendment:


                           Institution: JP Morgan Chase Bank
                                        --------------------


                           by    /s/ Joan Fitzgibbon
                                ----------------------------
                                Name:  Joan Fitzgibbon
                                Title: Managing Director



                                       7

<PAGE>

                                                        SIGNATURE PAGE FOR
                                                        FIRST AMENDMENT TO
                                           CITIZENS COMMUNICATIONS COMPANY
                                                          CREDIT AGREEMENT
                                              DATED AS OF OCTOBER 24, 2001



                           To Approve this Amendment:


                           Institution: Citibank, N.A.
                                        ------------------------


                           by   /s/ Thomas Labergere
                                -----------------------------
                                Name:   Thomas Labergere
                                Title:  Vice President

                                       8
<PAGE>



                                                        SIGNATURE PAGE FOR
                                                        FIRST AMENDMENT TO
                                           CITIZENS COMMUNICATIONS COMPANY
                                                          CREDIT AGREEMENT
                                              DATED AS OF OCTOBER 24, 2001



                           To Approve this Amendment:


                           Institution:  Bear Stearns Corporate Lending Inc.
                                        ------------------------------------


                           by   /s/ Victor Bulzacchelli
                               -----------------------------------
                                Name:   Victor Bulzacchelli
                                Title:  Authorized Signatory

                                       9
<PAGE>



                                                        SIGNATURE PAGE FOR
                                                        FIRST AMENDMENT TO
                                           CITIZENS COMMUNICATIONS COMPANY
                                                          CREDIT AGREEMENT
                                              DATED AS OF OCTOBER 24, 2001



                           To Approve this Amendment:


                           Institution:  Toronto Dominion (Texas) Inc.
                                        ---------------------------------


                           by   /s/ Lynn Chasin
                               --------------------------------------
                                Name:   Lynn Chasin
                                Title:  Vice President

                                       10

<PAGE>



                                                        SIGNATURE PAGE FOR
                                                        FIRST AMENDMENT TO
                                           CITIZENS COMMUNICATIONS COMPANY
                                                          CREDIT AGREEMENT
                                              DATED AS OF OCTOBER 24, 2001



                           To Approve this Amendment:


                           Institution:  Mizuho Corporate Bank, Limited
                                        ---------------------------------


                           by   /s/ Mark Gronich
                               --------------------------------------
                                Name:   Mark Gronich
                                Title:  Vice President

                                       11

<PAGE>



                                                        SIGNATURE PAGE FOR
                                                        FIRST AMENDMENT TO
                                           CITIZENS COMMUNICATIONS COMPANY
                                                          CREDIT AGREEMENT
                                              DATED AS OF OCTOBER 24, 2001



                           To Approve this Amendment:


                           Institution:  Bank One, N.A.
                                        ---------------------------------


                           by   /s/ Jennifer L. Jones
                               --------------------------------------
                                Name:   Jennifer L. Jones
                                Title:  Director

                                       12

<PAGE>



                                                        SIGNATURE PAGE FOR
                                                        FIRST AMENDMENT TO
                                           CITIZENS COMMUNICATIONS COMPANY
                                                          CREDIT AGREEMENT
                                              DATED AS OF OCTOBER 24, 2001



                           To Approve this Amendment:


                           Institution:  Bank of America, N.A.
                                        ---------------------------------


                           by   /s/ Michael Pavell
                               --------------------------------------
                                Name:   Michael Pavell
                                Title:  Principal

                                       13

<PAGE>


                                                        SIGNATURE PAGE FOR
                                                        FIRST AMENDMENT TO
                                           CITIZENS COMMUNICATIONS COMPANY
                                                          CREDIT AGREEMENT
                                              DATED AS OF OCTOBER 24, 2001



                           To Approve this Amendment:


                           Institution:  Mellon Bank, N.A.
                                        ---------------------------------


                           by   /s/ Thomas J. Tarasovich, Jr.
                               --------------------------------------
                                Name:   Thomas J. Tarasovich, Jr.
                                Title:  Assistant Vice President

                                       14