Exhibit 10.1.1


                                 Amendment No. 2
                                     to the
   Citizens Utilities Company Non-Employee Directors' Deferred Fee Equity Plan
                          (As amended on May 22, 1997)

                            (Effective June 30, 2003)

                            -------------------------


1.  Section  2.13 of the  Citizens  Utilities  Company  Non-Employee  Directors'
Deferred  Fee Equity  Plan (as amended on May 22,  1997) (the  "Plan") is hereby
amended and restated to read as follows:

     "Fair Market Value means,  unless another reasonable method for determining
     fair market value is specified  by the  Committee,  the average of the high
     and low sales  prices of a share of the Common Stock as reported by the New
     York Stock Exchange (or if such shares are listed on another national stock
     exchange  or  national  quotation  system,  as  reported  or quoted by such
     exchange  or  system)  on the date in  question  or, if no such  sales were
     reported for such date, for the most recent date on which sales prices were
     quoted."

2. The first  sentence  of the first  paragraph  of  Section  5.2 of the Plan is
hereby amended and restated to read as follows:

     "A Director of the Company may become a Stock Plan Participant by electing,
     on an annual  basis  and  prior to  December  31 of a Plan  Year,  to defer
     receipt of all or a portion of the Stock Plan Fees payable to such Director
     for the next ensuing Plan Year; provided,  that no Fees may be allocated to
     any Director's Stock Plan Account after May 22, 2007."

3. The first  paragraph of Section 6.1 is hereby amended and restated to read as
follows:

     "The Stock Plan Account of each Stock Plan Participant shall be credited as
     of each  Accounting  Date with Plan Units  equal to the total cash value of
     fees earned in a quarter  divided by 85% of the average of the high and low
     prices of the stock on the first trading day of the year the election is in
     effect  ("Initial  Market  Value").  Plan  Units  will be  credited  to the
     director's  account  as of the first  business  day of the  fiscal  quarter
     following the fiscal quarter in which such Stock Plan Fees were earned.  An
     adjustment  equal to the excess of the number of Plan Units  calculated  at
     the Fair Market Value on the last trading day of the month of November of a
     Plan Year over the number of Plan Units  calculated  at the Initial  Market
     Value for such Plan Year shall be credited to each participant's Stock Plan
     Account in December of the applicable Plan Year. The quarterly crediting of
     the Plan Units has been established for administrative  convenience.  As of
     the date of any payment of a stock  dividend or stock split by the Company,
     a  participant's  Stock Plan Account will be credited with Plan Units equal
     to the  number  of  shares  of Common  Stock  (including  fractional  share
     entitlements)  which are payable by the Company  with respect to the number
     of shares (including  fractional share entitlements) equal to the number of
     Plan Units credited to the  Participant's  Stock Plan Account on the record
     date for such stock dividend or stock split. As of the date of any dividend
     in cash or  property  or other  distribution  payable  to holders of Common
     Stock,  the  Participant's  Stock  Plan  Account  shall  be  credited  with
     additional  Plan  units  equal to the  number of  shares  of  Common  Stock
     (including fractional share entitlements) that could have been purchased at
     the Fair Market  Value as of such  payment date with the amount which would
     have been  received as a dividend or  distribution  on the number of shares
     (including  fractional share entitlements) equal to the Plan Units credited
     to the Participant's Stock Plan Account as of the record date."
<PAGE>

4. Section 11.1 of the Plan is hereby amended and restated to read as follows:

     "The Plan shall become  effective as provided in Section 11.9 and the Stock
     Plan shall continue through May 22, 2007 unless earlier terminated pursuant
     to Sections 7.3 or 7.4."

5. The first sentence of Section 11.2 of the Plan is hereby amended and restated
to read as follows:

     "As of any date the maximum number of shares of Common Stock which the Plan
     may be  obligated  to deliver  pursuant  to the Stock Plan and the  maximum
     number of shares  of  Common  Stock  which  shall  have been  purchased  by
     Participants  pursuant  to  Options  and which may be  issued  pursuant  to
     outstanding  Options  under the Option Plan shall not be more than one (1%)
     percent of the total  outstanding  shares of Common Stock of the Company as
     of June 30,  2003,  subject  to  adjustment  in the event of changes in the
     corporate structure of the Company affecting capital stock."

6. The first two  sentences of Section  12.4 of the Plan are hereby  amended and
restated to read as follows:

     "On the sixth  trading day of each Plan Year,  starting  with the  calendar
     1997 and  continuing  through  2007,  Options to purchase  5,000  shares of
     Common Stock,  as adjusted  pursuant to Section  11.5,  shall be awarded to
     each  Director  in  office  on such  date,  without  the need  for  further
     corporate  action.  The  Grant  Date for such  Options  shall be the  sixth
     trading day of each year."

7. Section 12.6 of the Plan is hereby  amended and restated,  effective  October
29, 2002, to read as follows:

     "Exercise  Price.  The  purchase  price per share of Common Stock for which
     each Option is  exercisable  shall be the average of the Fair Market  Value
     per share of Common  Stock on the third,  fourth,  fifth and sixth  trading
     days of the Plan Year the Options is granted."

8. Section 12.10 of the Plan is hereby amended and restated to read as follows:

     "Duration Of The Formula Plan;  Effective Date. Amendment No. 1 to the Plan
     shall become effective on August 20, 1996,  provided that the effectiveness
     of the Formula  Plan and the  amendment to the Plan  modifying  Section 4.7
     shall be subject to  approval  of the  stockholders  of the  Company at the
     first annual meeting of the stockholders  held after the end of the 1996 to
     the extent,  in each case, that such approval is called for by the rules or
     policies of the New York Stock Exchange or is otherwise deemed advisable by
     the Company.  The period  during which Option  awards may be made under the
     Formula Plan shall  terminate on May 22, 2007. Such  termination  shall not
     effect the terms of any then outstanding Options."

9. Except as otherwise  stated herein,  this Amendment is hereby effective as of
June 30, 2003.

10. Except as specifically  provided herein, the Plan shall remain in full force
and effect.