EXHIBIT 10.24.2


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                            ELECTRIC LIGHTWAVE, INC.,
                           CITIZENS UTILITIES COMPANY,
                                       AND
                             CITIZENS NEWCO COMPANY


                                       TO


                                 CITIBANK, N.A.
                                    (Trustee)

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                          FIRST SUPPLEMENTAL INDENTURE
                           Dated as of April 15, 1999


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                          Supplemental to the Indenture
                           Dated as of April 15, 1999




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                                                        i


                              TABLE OF CONTENTS
<TABLE>
<CAPTION>

                                                                                                              Page

<S>               <C>                                                                                          <C>
Section 1.        Definitions....................................................................................2
Section 2.        Forms of the Notes.............................................................................3
Section 3.        Terms of the Notes.............................................................................3
Section 4.        Repurchase at the Option of the Holder.........................................................5
Section 5.        Redemption at the Option of the Company........................................................7
Section 6.        The Citizens Guarantee.........................................................................8
Section 7.        The Citizens Newco Guarantee..................................................................10
Section 8.        Adjustment of the Applicable Annual Interest Rate.............................................11
Section 9.        Amendment to Indenture for Purposes of Notes due May 2004.....................................13
Section 10.       Incorporation of Indenture....................................................................15
Section 11.       Acceptance of Trust...........................................................................15
Section 12.       Conflict with Trust Indenture Act.............................................................15
Section 13.       Governing Law.................................................................................15
Section 14.       Recitals......................................................................................15
Section 15.       Amendments....................................................................................15
Section 16.       Counterparts..................................................................................15

</TABLE>




         FIRST  SUPPLEMENTAL  INDENTURE,  dated as of April  15,  1999,  made by
ELECTRIC  LIGHTWAVE,  INC., a corporation  duly organized and existing under the
laws of the  State  of  Delaware  (herein  called  the  "Company"),  having  its
principal  administrative offices at 4400 NE 77th Avenue,  Vancouver,  WA 98662,
CITIZENS  UTILITIES COMPANY (herein called  "Citizens" or "Citizens  Guarantor")
and CITIZENS NEWCO COMPANY  (herein called  "Citizens  Newco" or "Citizens Newco
Guarantor"),  each a corporation  duly  organized and existing under the laws of
the State of Delaware and each having its  principal  administrative  offices at
High Ridge Park,  Stamford,  CT 06905,  to CITIBANK,  N.A.,  a national  banking
association duly organized and existing under the laws of the United States,  as
Trustee  (herein called the  "Trustee"),  having its principal  corporate  trust
office at 111 Wall  Street,  5th Floor,  Zone 2, New York,  NY 10005 (the "First
Supplemental Indenture").


                                    RECITALS


         WHEREAS,  the Company has entered into an  Indenture  dated as of April
15, 1999 (the  "Indenture"),  with the Trustee to provide for the issuance  from
time to time of the Company's notes or other  evidences of indebtedness  (herein
called the "Securities"), to be issued in one or more series; and

         WHEREAS,  Section 901 of the  Indenture  provides,  among other things,
that the Company  and any  Guarantor  and the Trustee may enter into  indentures
supplemental  to  the  Indenture  for,  among  other  things,   the  purpose  of
establishing  the form and terms of the Securities of any series as permitted in
Sections 201 and 301 of the Indenture and adding to the covenants of the Company
for the benefit of the Holders of any series of  Securities  and providing for a
guarantee of any series of Securities; and

         WHEREAS,  the Company by corporate action duly taken has authorized the
issuance of a first  series of  Securities  designated  as the Notes Due May 15,
2004  (hereinafter  sometimes  called the  "Notes"),  which series is limited in
aggregate  principal  amount  to  $450,000,000,   such  Notes  to  contain  such
provisions  as have been caused to be  determined by or at the direction of, the
Board  of  Directors  of  the  Company  and as  are  set  forth  in  this  First
Supplemental Indenture to the Indenture; and

         WHEREAS,   Citizens  Guarantor  by  corporate  action  duly  taken  has
authorized the guarantee of a first series of Securities designated as the Notes
Due May 15,  2004,  which  series is limited in  aggregate  principal  amount to
$450,000,000,  such Citizens  Guarantee to contain such  provisions as have been
caused to be determined by or at the direction of, the Board of Directors of the
Company  and as are  set  forth  in this  First  Supplemental  Indenture  to the
Indenture  (the  First  Supplemental  Indenture  together  with  the  Indenture,
hereinafter referred to as the Indenture unless the context otherwise requires);
and

         WHEREAS,  Citizens Newco  Guarantor by corporate  action duly taken has
authorized the Guarantee of a first series of Securities designated as the Notes
Due May 15,  2004,  which  series is limited in  aggregate  principal  amount to
$450,000,000,  such Citizens Newco  Guarantee to contain such provisions as have
been caused to be  determined  by or at the direction of, the Board of Directors
of the Company and as are set forth in this First Supplemental  Indenture to the
Indenture; and

         WHEREAS,  Citizens  Guarantor  owns as of the date  hereof,  and if the
Separation occurs,  Citizens Newco will own, beneficially and of record, 100% of
the Class B stock of the Company;  the Company,  Citizens Guarantor and Citizens
Newco Guarantor are members of the same consolidated  group of companies and are
engaged in related businesses, Citizens Guarantor, and if the Separation occurs,
Citizens Newco Guarantor,  will derive direct and indirect economic benefit from
the  issuance  of the  Notes,  accordingly  Citizens  Guarantor  and  NewTelecom
Guarantor have duly  authorized the execution and delivery of this  Supplemental
Indenture; and

         WHEREAS,  all conditions have been complied with, all actions have been
taken and all things have been done which are necessary to make the Notes,  when
executed  by the Company  and  authenticated  by or on behalf of the Trustee and
when delivered as herein and in the Indenture provided, the valid obligations of
the Company,  and to make this First Supplemental  Indenture a valid and binding
supplemental indenture.

         NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:

         For and in  consideration of the premises and the purchase of the Notes
by the holders thereof,  it is mutually covenanted and agreed, for the equal and
proportionate benefit of all holders of the Notes, as follows:

         Section 1.  Definitions.  For all  purposes of this First  Supplemental
Indenture,  except as otherwise herein expressly  provided or unless the context
otherwise requires:

         (a)terms used herein in  capitalized  form and defined in the Indenture
            shall have the meanings specified in the Indenture;

         (b)the words "herein", "hereof" and "hereto" and other words of similar
            import used in this First Supplemental Indenture refer to this First
            Supplemental  Indenture as a whole and not to any particular Section
            or other subdivision of this First Supplemental Indenture;

         (c)the provisions of this First Supplemental Indenture shall be read in
            conjunction  with the  provisions of the Indenture only with respect
            to the  Notes  and the  provisions  of the  Indenture  shall  not be
            modified by this First  Supplemental  Indenture  with respect to any
            series of the Securities  outstanding or to be outstanding under the
            Indenture, other than the Notes; and

         (d)terms defined in this First Supplemental  Indenture shall apply only
            to this First  Supplemental  Indenture and the Notes hereunder,  and
            such definitions shall not apply to any supplemental indenture other
            than  this  First  Supplemental   Indenture  or  to  any  Securities
            outstanding or to be outstanding  under the Indenture other than the
            Notes.

         (e)"Citizens  Guarantor" means Citizens  Utilities  Company, a Delaware
            corporation.

         (f)"Citizens  Newco   Guarantor"  means  "Citizens  Newco  Company,"  a
            Delaware corporation.

         (g)The "Citizens  Guarantee" means the guarantee of Citizens  Guarantor
            pursuant to Section 6 of this First Supplemental Indenture.

         (h)The "Citizens Newco Guarantee" means the guarantee of Citizens Newco
            Guarantor   pursuant  to  Section  7  of  this  First   Supplemental
            Indenture.

         (i)"Guarantor" as of any time means whichever of Citizens Guarantor and
            Citizens  Newco  Guarantor is the then  Guarantor  of the  Company's
            obligations  hereunder,  or, if both the Citizens  Guarantee and the
            Citizens  Newco  Guarantee  are then in  effect,  "Guarantor"  shall
            include Citizens Guarantor and Citizens Newco Guarantor.

         (j)"Rating  Agencies" means Standard & Poor's  Corporation  ("S&P") and
            Moody's Investors Services,  Inc. ("Moody's") unless one of them has
            been  replaced by a  Substitute  Rating  Agency in which case Rating
            Agencies  shall mean the  Substitute  Rating Agency and whichever of
            S&P or Moody's has not been replaced.

         (k)"Substitute Rating Agency" means a nationally recognized statistical
            rating   organization  (as  the  term  is  used  in  the  rules  and
            regulations of the Commission under the Securities Exchange Act).

         (l)"Separation"  means the distribution of the common stock of Citizens
            Newco Guarantor to the stockholders of Citizens' Guarantor, Citizens
            Guarantor having previously contributed telecommunications assets to
            Citizens Newco Guarantor.

         (m)"Separation Date" means the date that the distribution of the common
            stock of Citizens Newco  Guarantor to the  stockholders  of Citizens
            Guarantor is effective.

         Except as otherwise  expressly provided or unless the context otherwise
requires,  "First  Supplemental  Indenture"  means this instrument as originally
executed or, if amended or supplemented pursuant to the applicable provisions of
the Indenture, as amended or supplemented.

         Section 2. Forms of the Notes. The Notes shall be in substantially  the
form set forth in Exhibit A to this First Supplemental  Indenture,  as such form
may be completed  pursuant to Section 3 hereof, the terms of which Exhibit A are
herein  incorporated  by  reference  and made a part of this First  Supplemental
Indenture.

         Section  3.  Terms of the  Notes.  The terms of the  Notes  shall be as
follows:

         (a)the  Securities  to be issued  under the  Indenture  and this  First
            Supplemental Indenture shall be the Notes and shall be designated as
            the " Notes Due May 15, 2004";

         (b)the Notes shall  constitute a single series of the Securities  under
            the Indenture, which series is limited in aggregate principal amount
            to $450,000,000, of which Notes in the aggregate principal amount of
            $325,000,000  are being issued  pursuant to this First  Supplemental
            Indenture.  Notwithstanding  any other provision hereof,  this First
            Supplemental  Indenture may be amended or  supplemented  without the
            consent  of the  Holders  for  the  purpose  of  issuing  additional
            securities  up  to  such  maximum  aggregate   principal  amount  of
            $450,000,000.

         (c)interest  on each of the  Notes  shall be  payable  (i),  until  the
            adjustment  (specified  in Section 8), if any, at the rate per annum
            specified  in the  Notes  and (ii)  from and  after  the date of the
            adjustment  (specified  in  Section  8), if any,  at the  Applicable
            Annual  Interest Rate.  Such interest will be payable from and after
            the date of issuance of the Notes,  or from the most recent Interest
            Payment Date to which  interest has been paid or duly  provided for,
            semi-annually, on May 15 and November 15 in each year, commencing on
            November  15,  1999 and as  provided  for in  Section 8 hereof.  The
            interest so payable,  and  punctually  paid or duly provided for, on
            any  Interest  Payment Date will be paid to the Person in whose name
            such Note (or one or more  Predecessor  Securities) is registered at
            the close of business on the Regular  Record Date for such interest,
            which  shall be the May 1 or  November 1 (whether  or not a Business
            Day), as the case may be, next preceding such Interest Payment Date.
            Any  interest  not so  punctually  paid or duly  provided  for  will
            forthwith  cease to be payable to the Holder on such Regular  Record
            Date by virtue of having been such a Holder and shall be paid by the
            Company as provided in Section 307 of the Indenture;

         (d)the  Notes  shall be  subject  to an  interest  rate  adjustment  as
            provided in Section 8 hereof;

         (e)principal on the notes shall be payable on May 15, 2004 ("Maturity")
            unless earlier redeemed, repurchased or accelerated;

         (f)the Notes shall be guaranteed by Citizens  Guarantor and/or Citizens
            Newco  Guarantor,  as  applicable,  as  provided in Sections 6 and 7
            hereof;

         (g)some or all of the Notes shall be  repurchased by the Company at the
            option of the holder as provided in Section 4 hereof;

         (h)some or all of the Notes may be  redeemed by the Company as provided
            in Section 5 hereof;

         (i)as provided in Sections 1301,  1302, 1303 and 1304 of the Indenture,
            the Company  may  terminate  its  obligations  under the Notes,  the
            Indenture and this First Supplemental  Indenture with respect to the
            Notes and may omit to comply with any term,  provision  or condition
            or  any  obligation  of  the  Company  contemplated  by  this  First
            Supplemental Indenture. Upon the Company's exercise of the option to
            effect  defeasance  under  Sections  1302,  1303  and  1304  of  the
            Indenture  and the  effectiveness  of such  defeasance in accordance
            with and subject to the applicable  terms of Sections 1302, 1303 and
            1304 of the Indenture, the Company and the then current Guarantor or
            Guarantors  shall each be released from all of its obligations  with
            respect  to the  Notes,  the  Indenture  and the First  Supplemental
            Indenture as provided in Section 1302, 1303 or 1304, as the case may
            be,  except for those  provisions  identified in Article XIII of the
            Indenture as not subject to covenant defeasance and those provisions
            which the Company  elects to comply with and not to make the subject
            of a covenant  defeasance in an Officer's  Certificate  delivered to
            the Trustee;

         (j)unless otherwise  provided with respect to a Book- Entry Security or
            pursuant  to any  successor  book-entry  security  system or similar
            system,  payments  of interest  will be made by check  mailed to the
            Holder of each Note at the address  shown in the  Security  Register
            or, at the option of the  Holder,  to such other place in the United
            States of America as the Holder  shall  designate  to the Trustee in
            writing.  The principal amount of the Notes will be paid at Maturity
            by check against  presentation  of the Notes at the office or agency
            of Citibank,  N.A., as Trustee, in New York, New York, or such other
            address in New York,  New York,  as the Trustee  shall  designate by
            written notice to the Holders of the Notes;

         (k)the  Notes  shall  be  issued  in   registered   form  only  and  in
            denominations  of $1,000 or any amount in excess thereof which is an
            integral multiple of $1,000;

         (l)principal of (and  premium,  if any) and interest on the Notes shall
            be payable in the coin or currency of the United  States of America,
            which,  at the time of  payment,  is legal  tender  for  public  and
            private debts;

         (m)so long as any Notes are  registered  in the name of Cede & Co.,  or
            any other nominee of The Depository Trust Company  ("DTC"),  and are
            intended to be Book-Entry Securities,  the provisions of Section 311
            of the Indenture shall apply to such Notes. Thereafter the Notes may
            be  subjected  to  the   requirements  of  a  successor   book-entry
            securities  system that may be adopted by the Company in  accordance
            with the  provisions of the  Indenture  and this First  Supplemental
            Indenture;

         Section 4. Repurchase at the Option of the Holder.

         (a)If, on or before the Separation  Date, the long-term  unsubordinated
            unsecured debt of Citizens  Newco, or Citizens Newco if no such debt
            exists, has received a below investment grade credit rating from one
            of the Rating  Agencies,  which  rating  shall be  confirmed  on the
            Separation  Date, each Holder shall have the right, at such Holder's
            option,  exercisable  no later  than 30 days after the  Company  has
            issued a notice to Holders as  specified  in Section  4(b) hereof of
            such below  investment  grade credit  rating  (which notice shall be
            given no later than 5 days after the Separation Date) to require the
            Company  to  repurchase,  and upon the  exercise  of such  right the
            Company shall repurchase (in $1,000 or any integral multiple thereof
            in principal  amount),  all or any part of such Holder's Notes (such
            notes elected to be repurchased,  the "Put Notes"),  on a date to be
            established by the Company that shall be no later than 70 days after
            the Separation Date (the "Repurchase Date") at a repurchase price in
            cash  equal  to 100% of the  principal  amount  of such  Notes  (the
            "Repurchase  Price"),  together with accrued and unpaid  interest to
            the Repurchase Date.

         (b)In the event that on or before the  Separation  Date,  the long-term
            unsubordinated  unsecured debt of Citizens  Newco, or Citizens Newco
            if no such debt exists, has received a below investment grade credit
            rating  from  one of the  Rating  Agencies,  which  rating  shall be
            confirmed on the  Separation  Date, the Company shall give notice to
            the Holders of the Notes within five days after the Separation  Date
            (the "Company's  Notice") informing them (i) of the Separation Date,
            (ii) that the  Citizens  Newco  Guarantee is  effective,  (iii) that
            Citizens Newco has received a below  investment grade credit rating,
            (iv) that each  Holder of the Notes may elect to have some or all of
            its  Notes  repurchased  by the  Company  by  giving  notice of such
            election  in writing to the  Company as  specified  in Section  4(c)
            hereof no later than 30 days after the date of the Company's Notice,
            and (v) of such other information regarding such other procedures to
            be followed as the Company may deem appropriate.

         (c)To exercise a repurchase  right, a Holder of Notes shall deliver (i)
            to the Company and to the Trustee, irrevocable written notice of the
            Holder's  election to exercise such right (the  "Holder's  Notice"),
            which shall set forth the name of the Holder, the amount of Notes to
            be  repurchased  and a statement  that an  election to exercise  the
            repurchase right is being made thereby and (ii) to the Trustee,  the
            Notes with respect to which the repurchase right is being exercised,
            duly endorsed for transfer to the Company if required by the Trustee
            or the  Company.  Put Notes held by a securities  depositary  may be
            delivered  in  such  other  manner  as  may  be  agreed  to by  such
            securities  depositary and the Company and the Trustee. The Holder's
            Notice  shall  be  irrevocable.   So  long  as  the  Put  Notes  are
            represented  by a  global  security,  only  Cede & Co.,  as the sole
            registered  holder of the Notes,  may give  notice of  intention  to
            exercise  the election to have such Put Notes  repurchased.  The Put
            Notes  surrendered  for repurchase  shall,  on the Repurchase  Date,
            become due and payable at the Repurchase  Price,  and from and after
            such date  (unless the Company  shall  default in the payment of the
            Repurchase Price and accrued interest,  if any) such Put Notes shall
            cease to bear  interest.  Upon  surrender  of any such Put Notes for
            repurchase in accordance  with the Holder's  Notice,  such Put Notes
            shall be paid by the Company at the  Repurchase  Price plus  accrued
            and unpaid interest to the Repurchase Date.

         (d)On or before the Repurchase Date, the Company shall deposit with the
            Trustee an amount of money  sufficient to pay the  Repurchase  Price
            of, and (except if the Repurchase Date shall be an Interest  Payment
            Date)  accrued  interest  on,  all the  Put  Notes  which  are to be
            repurchased on that date.

         (e)If any Put Note  surrendered for redemption  shall not be so paid on
            the Repurchase  Date, such Put Note shall,  until paid,  continue to
            bear  interest to the extent  permitted by  applicable  law from the
            Repurchase  Date at the same rate as the rate borne  theretofore  by
            such Put Note. The Company shall pay the Holder of such Put Note the
            additional  amount of interest  arising from this  subsection at the
            same time that it pays the Repurchase Price.

         (f)Any  Note  which  is  to  be  repurchased  only  in  part  shall  be
            surrendered  at the Place of Payment  (with,  if the  Company or the
            Trustee for such Note so requires,  due endorsement by, or a written
            instrument of transfer in form  satisfactory  to the Company and the
            Security  Registrar  for such  Note duly  executed  by,  the  Holder
            thereof or his attorney duly authorized in writing), and the Company
            shall execute and such Trustee shall authenticate and deliver to the
            Holder of such  Note  without  service  charge,  a new Note,  of any
            authorized  denomination  as requested  by such Holder,  of the same
            series and having the same terms and  provisions and in an aggregate
            principal  amount  equal to and in  exchange  for the  unrepurchased
            portion of the principal of the Note so surrendered.

         Upon such payment to the Trustee by the Company, the Company shall have
no further  obligation  for payment of principal  and interest on the Put Notes,
which shall be deemed to be no longer outstanding,  and, subject to Section 6(f)
Citizens  Guarantor shall be discharged from all of its obligations as guarantor
of any Notes.

         Section 5. Redemption at the Option of the Company.

         (a)Subject to the  provisions  of Article XI of the  Indenture,  in the
            event of a Change of  Control,  other than a Change of Control  that
            would arise because of the Separation,  the Company,  at its option,
            may redeem all or any  portion of the Notes at a  redemption  price,
            plus accrued and unpaid interest to the date of redemption, equal to
            the greater of (i) 100% of their principal amount or (ii) the sum of
            the present values of the remaining  scheduled payments of principal
            and  interest   (exclusive  of  interest  accrued  to  the  date  of
            redemption) discounted to the Redemption Date on a semi-annual basis
            (assuming a 360-day year  consisting of twelve 30 day months) at the
            applicable  Treasury  Yield  plus 25 basis  points.  If the  Company
            elects to  exercise  its option to redeem all or any  portion of the
            Notes,  it will notify the  Trustee  within 15 days of the change of
            control of its exercise,  in full or in part, of such option,  which
            shall be irrevocable,  and of the Redemption Date. The date selected
            for the Redemption  Date shall be at least 35 days after the date of
            the  notification  of the Trustee in the case of a redemption of all
            of the Notes, or at least 40 days after the date of the notification
            of the Trustee in the case of a partial  redemption  (unless shorter
            periods  shall be  satisfactory  to the  Trustee  or  unless  longer
            periods are required by  applicable  book entry  procedures of DTC),
            all  as  otherwise  permitted  or  required  by  Article  XI of  the
            Indenture and by this First Supplemental Indenture.

         (b)For purposes of Section 5 of this First  Supplemental  Indenture,  a
            "Change  of  Control"  shall be deemed to have  occurred  if (a) any
            Person or group (within the meaning of Rule 13d-5 of the  Securities
            and Exchange  Commission as in effect on the date hereof) other than
            Citizens  or  Citizens  Newco  shall  own  directly  or  indirectly,
            beneficially or of record,  shares  representing  50% or more of the
            aggregate  ordinary  voting  power  represented  by the  issued  and
            outstanding  capital stock of the Company;  or (b) a majority of the
            seats  (other than vacant  seats) on the Board of  Directors  of the
            Company  shall at any time have been  occupied  by Persons  who were
            neither  (i)  nominated  by the  management  of the Company nor (ii)
            appointed  by  Directors  so  nominated,  or (c) any Person or group
            other than Citizens or Citizens  Newco shall  otherwise  directly or
            indirectly control the Company.  The Separation shall not constitute
            a Change of Control.

         "Treasury Yield" means,  with respect to any Redemption Date applicable
to the Notes,  the rate per annum equal to the  semiannual  equivalent  yield to
maturity of the Comparable  Treasury Issue,  assuming a price for the Comparable
Treasury Issue (expressed as a percentage of its principal  amount) equal to the
applicable Comparable Treasury price for such Redemption Date.

         "Comparable  Treasury  Issue"  means,  with  respect to the Notes,  the
United States Treasury security selected by an Independent  Investment Banker as
having a maturity  comparable to the  remaining  term of the Notes that would be
utilized,  at the time of selection and in accordance  with customary  financial
practice,  in pricing new issues of  corporate  debt  securities  of  comparable
maturity to the remaining terms of the Notes.

         "Independent  Investment  Banker"  means,  with  respect  to the  Notes
offered hereby, Bear Stearns & Co. Inc., or, if such firm is unwilling or unable
to select the applicable  Comparable  Treasury Issue, an independent  investment
banking institution of national standing appointed by the Trustee.

         "Comparable  Treasury Price" means, with respect to any redemption date
applicable to the Notes,  (i) the average of the applicable  Reference  Treasury
Dealer  Quotations for such  Redemption  Date,  after  excluding the highest and
lowest such  applicable  Reference  Treasury Dealer  Quotations,  or (ii) if the
Trustee obtains fewer than four such Reference Treasury Dealer  Quotations,  the
average of all such Quotations.

         "Reference  Treasury  Dealer" means,  with respect to the Notes offered
hereby, Bear Stearns & Co. Inc.; provided,  however, that if the foregoing shall
cease to be a primary  United States  Government  securities  dealer in New York
City (a "Primary  Treasury  Dealer"),  the  Company  shall  substitute  therefor
another Primary Treasury Dealer.

         "Reference  Treasury  Dealer  Quotations"  means,  with respect to each
Reference Treasury Dealer and any Redemption Date for the Notes. On average,  as
determined  by the  Trustee,  of the bid and  asked  prices  for the  Comparable
Treasury  issue for the Notes  (expressed  in each case as a  percentage  of its
principal  amount) quoted in writing to the Trustee by such  Reference  Treasury
Dealer at 5:00 p.m.,  New York City time,  on the third  Business Day  preceding
such redemption date.

         (c)Holders of the Notes to be redeemed will receive  notice  thereof by
            first-class  mail at least 15 and not more than 60 days prior to the
            date fixed for redemption.

         Section 6. The Citizens Guarantee.

         (a)For good and valuable consideration,  the receipt of and sufficiency
            of which is hereby acknowledged,  Citizens Guarantor, a party to the
            Indenture and this First  Supplemental  Indenture,  hereby fully and
            unconditionally guarantees as a primary obligor not as a surety only
            on an  unsecured  basis to each Holder of a Note  authenticated  and
            delivered by the Trustee,  and to the Trustee and its successors and
            assigns on behalf of such Holder,  the full and punctual  payment of
            the principal  (and premium,  if any) and interest on such Note when
            and as the same shall become due and  payable,  whether at Maturity,
            by  acceleration,   call  for  redemption,   offer  to  purchase  or
            otherwise,  in accordance with the terms of such Note, the Indenture
            and of this First Supplemental  Indenture. In case of the failure of
            the Company punctually to make any such payment,  Citizens Guarantor
            hereby agrees to cause such payment to be made  punctually  when and
            as the same shall become due and payable,  whether at Maturity or by
            acceleration,  call for redemption,  offer to purchase or otherwise,
            and as if such payment were made by the Company.

         (b)Citizens  Guarantor  agrees that its obligations  hereunder shall be
            absolute and unconditional, irrespective of, and shall be unaffected
            by, the validity,  regularity or  enforceability  of such Note,  the
            Indenture or this First Supplemental  Indenture,  the absence of any
            action to  enforce  the same or any  release,  amendment,  waiver or
            indulgence  granted to the  Company or  guarantor  or any consent to
            departure from any  requirement of any other guarantee of all or any
            of the  Notes  or any  other  circumstances  which  might  otherwise
            constitute a legal or equitable  discharge or defense of a surety or
            guarantor.   Citizens   Guarantor  hereby  waives  the  benefits  of
            diligence, presentment, demand for payment, any requirement that the
            Trustee or any of the Holders protect, secure, perfect or insure any
            security  interest in or other Lien on any property  subject thereto
            or exhaust  any right or take any action  against the Company or any
            other person or any collateral, filing of claims with a court in the
            event of  insolvency  or  bankruptcy  of the  Company,  any right to
            require a proceeding  first  against the Company,  protest or notice
            with respect to such Note or the indebtedness  evidenced thereby and
            all demands  whatsoever,  and covenants that Citizens Guarantor will
            not be  discharged  in  respect  of such  Note  except  by  complete
            performance  of the  obligations  contained  in such Note and in the
            Citizens Guarantee.

         (c)Citizens  Guarantor  agrees that if, after the occurrence and during
            the  continuance  of an Event of Default,  the Trustee or any of the
            Holders  are  prevented  by  applicable  law from  exercising  their
            respective  rights to  accelerate  the  maturity  of the  Notes,  to
            collect  interest on the Notes,  or to enforce or exercise any other
            right or remedy with respect to the Notes, Citizens Guarantor agrees
            to pay to the Trustee for the  account of the  Holders,  upon demand
            therefor,  the amount that would otherwise have been due and payable
            had such rights and remedies  been  permitted to be exercised by the
            Trustee or any of the Holders.

         (d)Citizens  Guarantor shall be subrogated to all rights of the Holders
            of the Notes in respect of any amounts paid by Citizens Guarantor on
            account of such Notes  pursuant to the  provisions  of its  Citizens
            Guarantee  or  the  Indenture;   provided,  however,  that  Citizens
            Guarantor  shall  not be  entitled  to  enforce  or to  receive  any
            payments  arising out of, or based upon,  such right of  subrogation
            until the  principal  of (and  premium,  if any) and interest on all
            Notes issued hereunder shall have been paid in full.

         (e)If  Citizens  Guarantor  makes or is required to make any payment in
            respect  of its  Citizens  Guarantee  it shall be  entitled  to seek
            contribution  from any other  guarantors to the extent  permitted by
            applicable law, provided, however, that Citizens Guarantor shall not
            be entitled to enforce or receive  any  payments  arising out of, or
            based  upon,  such  right of  contribution  until the  principal  of
            (premium,  if any) and interest on all Notes issued  hereunder shall
            have been paid in full.

         (f)The  Citizens  Guarantee  shall  remain in full force and effect and
            continue  to be  effective  until  the  earliest  of the  Separation
            (provided  that  the  long-term  unsubordinated  unsecured  debt  of
            Citizens Newco, or Citizens Newco, if no such debt exists,  receives
            investment   grade  credit   ratings  from  the  Rating   Agencies),
            repurchase  by the  Company  of all of the Put Notes as set forth in
            Section 4 hereof,  the payment in full (or  provision for payment in
            full) of all Notes issued  hereunder or the  defeasance of all Notes
            issued  hereunder  pursuant to Article XIII of the  Indenture.  Upon
            such receipt by Citizens Newco at the Separation of investment grade
            credit ratings from the Rating Agencies, repurchase, payment in full
            or  defeasance,  Citizens  Guarantee  shall  terminate  and  all  of
            Citizens Guarantee Obligations hereunder shall cease provided, that,
            the  Citizens  Guarantee  shall remain in effect with respect to any
            obligation  of the Company to the Trustee  under  Section 607 of the
            Indenture until such  obligations  have been satisfied,  and further
            provided,  that, (i) if the Separation occurs and Citizens Newco has
            not received a below  investment  grade credit rating and any of the
            following events ("Company  Insolvency  Events") occurs prior to the
            Separation  or (ii) if the  Separation  occurs  and  Citizens  Newco
            receives a below  investment  grade  credit  rating and any  Company
            Insolvency Event occurs prior to the repurchase of all of Put Notes,
            (A) any  petition  should be filed by or  against  the  Company  for
            liquidation  or  reorganization,   (B)  should  the  Company  become
            insolvent or make an assignment  for the benefit of creditors or (C)
            should a receiver or trustee be appointed for all or any part of the
            Company's  assets,  the  Citizens  Guarantee  shall,  to the fullest
            extent permitted by law,  continue to be effective or be reinstated,
            as the case may be, if at any time  payment and  performance  of the
            Notes,  is,  pursuant to  applicable  law,  rescinded  or reduced in
            amount,  or must  otherwise be restored or returned by any Holder of
            the  Notes,   whether  as  a  "voidable   preference,"   "fraudulent
            transfer," or otherwise,  all as though such payment or  performance
            had not  been  made.  In the  event  that any  payment,  or any part
            thereof,  is  rescinded,  reduced,  restored or returned,  the Notes
            shall,  to the fullest  extent  permitted by law, be reinstated  and
            deemed  reduced  only  by such  amount  paid  and not so  rescinded,
            reduced, restored or returned.

         Section 7. The Citizens Newco Guarantee.

         (a)The  Citizens  Newco  Guarantee  set forth  immediately  below shall
            become  effective  upon  the  Separation.   For  good  and  valuable
            consideration,  the  receipt of and  sufficiency  of which is hereby
            acknowledged,  Citizens Newco Guarantor a party to the Indenture and
            this First Supplemental Indenture,  hereby fully and unconditionally
            guarantees as a primary obligor not as a surety only on an unsecured
            basis to each Holder of a Note  authenticated  and  delivered by the
            Trustee, and to the Trustee and its successors and assigns on behalf
            of such Holder,  the full and punctual payment of the principal (and
            premium,  if any) and  interest  on such  Note  when and as the same
            shall become due and payable,  whether at Maturity, by acceleration,
            call for redemption,  offer to purchase or otherwise,  in accordance
            with  the  terms  of such  Note,  the  Indenture  and of this  First
            Supplemental  Indenture.  In  case  of the  failure  of the  Company
            punctually to make any such payment, Citizens Newco Guarantor hereby
            agrees to cause such payment to be made  punctually  when and as the
            same  shall  become  due and  payable,  whether  at  Maturity  or by
            acceleration,  call for redemption,  offer to purchase or otherwise,
            and as if such payment were made by the Company.

         (b)Citizens Newco Guarantor agrees that its obligations hereunder shall
            be  absolute  and  unconditional,  irrespective  of,  and  shall  be
            unaffected by, the validity,  regularity or  enforceability  of such
            Note,  the  Indenture  or this  First  Supplemental  Indenture,  the
            absence of any action to enforce the same or any release, amendment,
            waiver or  indulgence  granted to the  Company or  guarantor  or any
            consent to departure from any  requirement of any other guarantee of
            all or any of the  Notes  or any  other  circumstances  which  might
            otherwise  constitute a legal or equitable discharge or defense of a
            surety or  guarantor.  Citizens  Newco  Guarantor  hereby waives the
            benefits  of  diligence,   presentment,   demand  for  payment,  any
            requirement that the Trustee or any of the Holders protect,  secure,
            perfect  or insure  any  security  interest  in or other Lien on any
            property  subject  thereto or  exhaust  any right or take any action
            against the Company or any other person or any collateral, filing of
            claims with a court in the event of  insolvency or bankruptcy of the
            Company,  any  right to  require  a  proceeding  first  against  the
            Company,  protest  or  notice  with  respect  to  such  Note  or the
            indebtedness  evidenced  thereby  and all  demands  whatsoever,  and
            covenants  that Citizens  Newco  Guarantor will not be discharged in
            respect  of  such  Note  except  by  complete   performance  of  the
            obligations contained in such Note and in the Guarantee.

         (c)Citizens  Newco  Guarantor  agrees that if, after the occurrence and
            during the continuance of an Event of Default, the Trustee or any of
            the Holders are prevented by applicable  law from  exercising  their
            respective  rights to  accelerate  the  maturity  of the  Notes,  to
            collect  interest on the Notes,  or to enforce or exercise any other
            right or remedy with respect to the Notes,  Citizens Newco Guarantor
            agrees to pay to the Trustee for the  account of the  Holders,  upon
            demand  therefor,  the amount that would otherwise have been due and
            payable had such rights and remedies been  permitted to be exercised
            by the Trustee or any of the Holders.

         (d)Citizens  Newco  Guarantor  shall be subrogated to all rights of the
            Holders  of the Notes in  respect of any  amounts  paid by  Citizens
            Newco  Guarantor on account of such Note pursuant to the  provisions
            of its Citizens Newco Guarantee or the Indenture; provided, however,
            that Citizens Newco Guarantor shall not be entitled to enforce or to
            receive any  payments  arising out of, or based upon,  such right of
            subrogation  until  the  principal  of (and  premium,  if  any)  and
            interest on all Notes issued hereunder shall have been paid in full.

         (e)If Citizens Newco Guarantor makes or is required to make any payment
            in respect of its Citizens  Newco  Guarantee it shall be entitled to
            seek  contribution from any other guarantors to the extent permitted
            by applicable law, provided,  however, that Citizens Newco Guarantor
            shall not be entitled to enforce or receive any payments arising out
            of, or based upon, such right of contribution until the principal of
            (premium,  if any) and interest on all Notes issued  hereunder shall
            have been paid in full.

         (f)The Citizens Newco  Guarantee  shall remain in full force and effect
            and  continue  to be  effective  should any  petition be filed by or
            against the Company for  liquidation or  reorganization,  should the
            Company  become  insolvent or make an assignment  for the benefit of
            creditors  or should a receiver or trustee be  appointed  for all or
            any part of the Company's  assets,  and shall, to the fullest extent
            permitted by law, continue to be effective or be reinstated,  as the
            case may be, if at any time  payment and  performance  of the Notes,
            is, pursuant to applicable law,  rescinded or reduced in amount,  or
            must  otherwise  be restored or returned by any Holder of the Notes,
            whether  as  a  "voidable  preference,"  "fraudulent  transfer,"  or
            otherwise,  all as though such payment or  performance  had not been
            made.  In the  event  that  any  payment,  or any part  thereof,  is
            rescinded,  reduced,  restored or returned,  the Notes shall, to the
            fullest  extent  permitted by law, be reinstated  and deemed reduced
            only by such amount paid and not so rescinded,  reduced, restored or
            returned.  The Citizens Newco Guarantee shall terminate when all the
            Notes  issued  hereunder  are  paid  in  full  or  shall  have  been
            effectively  defeased  pursuant  to  Article  XIII of The  Indenture
            provided  that  it  shall  remain  in  effect  with  respect  to any
            obligations  of the Company to the Trustee  under Section 607 of the
            Indenture until such obligations have been satisfied.

         Section 8. Adjustment of the Applicable Annual Interest Rate.

         (a)Effective with the  substitution of the Citizens Newco Guarantee for
            the Citizens' Guarantee, the interest rate payable on the Notes will
            be adjusted  in  accordance  with the  following  table.  The credit
            ratings  referred  to in  the  table  will  be  the  credit  ratings
            announced on or before the  Separation  and  confirmed by the Rating
            Agencies on the  Separation  Date for the  long-term  unsubordinated
            unsecured debt of Citizens Newco or Citizens  Newco, if no such debt
            exists, after the Separation.
<TABLE>
<CAPTION>

S&P Rating           Moody's Rating              Applicable Annual Interest Rate

<S>                  <C>                                       <C>
BBB+ or above        Baa1 or above                             6.05%
BBB                  Baa2                                      6.20%
BBB-                 Baa3                                      6.45%
</TABLE>


         (b)If the Applicable  Annual Interest Rate indicated in the above table
            for the S&P credit rating and for the Moody's  credit rating are not
            identical,  the Applicable Annual Interest Rate payable on the Notes
            from and after the  effectiveness  of the Citizens  Newco  Guarantee
            shall be the arithmetical mean of (i) the Applicable Annual Interest
            Rate  indicated by the table for the S&P credit  rating and (ii) the
            Applicable  Annual  Interest  Rate  indicated  by the  table for the
            Moody's credit rating.

         (c)"Investment  grade credit  rating"  means a rating of the  long-term
            unsubordinated unsecured debt of Citizens Newco of at least BBB- (or
            the  equivalent  thereof),  in the  case of a rating  by S&P,  and a
            rating of such debt of at least Baa3 (or the equivalent thereof), in
            the case of a rating by Moody's.

         (d)If an interest rate  adjustment  occurs during any interest  payment
            period,  interest  will be  payable  on the Notes for such  interest
            payment  period at the rate  equal to the  weighted  average  of the
            applicable  rates in  effect  during  such  period,  which  shall be
            calculated by multiplying each applicable rate by the number of days
            such  applicable  rate is in effect  during  such  interest  payment
            period,  determining  the sum of such products and dividing such sum
            by the number of days in such interest  payment period.  Interest on
            the Notes shall be computed on the basis of a 360-day year of twelve
            30 day months.  The applicable  rate payable on the Notes will in no
            event be higher than the maximum  interest rate permitted by the New
            York State law as the same may be modified  by United  States law of
            general application.

         (e)Unless (i) the Separation has occurred or (ii) the Company certifies
            to the Trustee that the  Separation  has been abandoned and will not
            occur, for so long as any of the Notes are outstanding, the Company,
            Citizens and Citizens Newco shall provide such information, and take
            all other  reasonable and customary  action as shall be necessary or
            appropriate  to enable  each of S&P and  Moody's to provide a credit
            rating for Citizens Newco.

         (f)If the credit  rating of either S&P or Moody's is not  available  at
            the  time  of  Separation   notwithstanding  the  providing  of  the
            information  by the Company and  Citizens  Newco to a Rating  Agency
            which it has  requested and the taking of all other  reasonable  and
            customary  action as may be  necessary  or  appropriate  to secure a
            credit rating, a Substitute  Rating Agency shall be designated in an
            instrument delivered to the Trustee providing for the replacement of
            S&P or Moody's,  as the case may be, and the  Company,  Citizens and
            Citizens  Newco shall provide such  information,  and take all other
            reasonable and customary action as shall be necessary or appropriate
            to enable the  Substitute  Rating Agency to provide a credit rating.
            Upon  delivery of such  instrument,  for  purposes of the  foregoing
            table  Moody's or S&P will be deemed to have been  replaced  and the
            credit  ratings  to be  used in the  foregoing  table  shall  be the
            equivalents  of the S&P or Moody's  credit  ratings in the specified
            table.

         Section 9. Amendment to Indenture for Purposes of Notes due May 2004.

         For all purposes of the Notes and for no other purposes, subsection (4)
of Section 501 shall read as follows:

         "(4) material  default in the performance,  or material breach,  of any
covenant or  obligation  of the Company or of the  Guarantor  in this  Indenture
(other than a covenant or  obligation  a default in whose  performance  or whose
breach  is  elsewhere  in this  Section  specifically  dealt  with or which  has
expressly been included in this Indenture  solely for the benefit of a series of
Securities  other than that series),  and  continuance of such default or breach
for a period of 90 days after there has been given,  by  registered or certified
mail,  to the  Company by the  Trustee or to the  Company and the Trustee by the
Holders of at least 25% in principal  amount of the  Outstanding  Securities  of
that series a written notice  specifying such default or breach and requiring it
to be remedied and stating that such notice is a "Notice of Default" hereunder;"

         For all purposes of the Notes and for no other purposes, subsection (5)
of Section 501 shall read as follows:

         (5) the entry by a court having  jurisdiction  in the premises of (A) a
decree or order for relief in respect of the Company or of the  Guarantor  in an
involuntary case or proceeding under any applicable Federal or State bankruptcy,
insolvency,  reorganization  or  other  similar  law or (B) a  decree  or  order
adjudging the Company or the Guarantor a bankrupt or insolvent,  or approving as
properly filed a petition  seeking  reorganization,  arrangement,  adjustment or
composition  of or in  respect  of the  Company  or of the  Guarantor  under any
applicable   Federal  or  State  law,  or  appointing  a  custodian,   receiver,
liquidator,  assignee,  trustee,  sequestrator or other similar  official of the
Company or of the  Guarantor  or of any  substantial  part of its  property,  or
ordering the winding up or liquidation of its affairs,  and the  continuance any
such decree or order for relief or any such other  decree or order  unstayed and
in effect for a period of 60 consecutive days; or

         For all purposes of the Notes and for no other purposes, subsection (6)
of Section 501 shall read as follows:


         (6) the  commencement  by the Company or the  Guarantor  of a voluntary
case or proceeding under any applicable Federal or State bankruptcy, insolvency,
reorganization  or other  similar law or of any other case or  proceeding  to be
adjudicated  a bankrupt  or  insolvent,  or the  consent by it to the entry of a
decree or order for relief in respect of the Company or of the  Guarantor  in an
involuntary case or proceeding under any applicable Federal or State bankruptcy,
insolvency,  reorganization  or other similar law or to the  commencement of any
bankruptcy or insolvency case or proceeding against it, or the filing by it of a
petition  or answer  or  consent  seeking  reorganization  or  relief  under any
applicable  Federal  or State  law,  or the  consent by it to the filing of such
petition or to the appointment of or taking possession by a custodian, receiver,
liquidator,  assignee, trustee,  sequestrator or similar official of the Company
or of the Guarantor or of any substantial part of its property, or the making by
either of them of an assignment  for the benefit of creditors,  or the admission
by either of them in writing of its inability to pay its debts generally as they
become due, or the talking of corporate  action by the Company or the  Guarantor
in furtherance of any such action; or

         For all purposes of the Notes and for no other  purposes,  with respect
to  Section  501,  the word  "or",  the last word of  subsection  (6),  shall be
deleted;  the existing subsection (7) shall be renumbered as subsection (8); and
a new subsection (7) shall read as follows:

         "(7) if at any time prior to the  Separation  or the  repurchase of the
Put Notes, as applicable,  the Citizens Guarantee ceases to be in full force and
effect or Citizens denies or disaffirms its obligations under its Guarantee, or,
if at any time after the Separation,  the Citizens Newco Guarantee  ceases to be
in full force and effect or Citizens Newco denies or disaffirms its  obligations
under its Guarantee; or"

         For all  purposes  of the  Notes and for no other  purposes,  the first
paragraph of Section 502 shall read:

         "If an Event of Default  with respect to the  Securities  of any series
Outstanding occurs and is continuing, then and in every such case the Trustee or
the Holders of at least 25% in principal amount of the Outstanding Securities of
that series may declare the  principal  amount (or, if any of the  Securities of
that  series  are  Original  Issue  Discount  Securities,  such  portion  of the
principal amount of such Securities as may be specified in the terms thereof) of
all of the  Securities  of that series to be due and payable  immediately,  by a
notice in writing to the company (and to the Trustee if given by  Holders),  and
upon any such  declaration  such  principal  amount (or specified  amount) shall
become immediately due and payable."

         For all purposes of the Notes and for no other purposes, subsection (2)
of Section 507 shall read as follows:

         "(2) the Holders of at least 25% in principal amount of the Outstanding
Securities  of that  series  shall have made  written  request to the Trustee to
institute  proceedings  in  respect  of such Event of Default in its own name as
Trustee hereunder;"

         For all purposes of the Notes and for no other purposes, subsection (5)
of Section 507 shall read as follows:

         "(5) no direction inconsistent with such written request has been given
to the  Trustee  during  such  90-day  period by the  Holders of a  majority  in
principal amount of the Outstanding Securities of that series;"

         Section 10. Incorporation of Indenture. From and after the date hereof,
the Indenture,  as supplemented by this First Supplemental  Indenture,  shall be
read,  taken and  construed as one and the same  instrument  with respect to the
Notes.

         Section 11. Acceptance of Trust. The Trustee accepts the trusts created
by the Indenture,  as  supplemented  by the First  Supplemental  Indenture,  and
agrees to perform the same upon the terms and conditions in the Indenture, as so
supplemented.

         Section 12.  Conflict with Trust Indenture Act. If any provision of the
Indenture or this First  Supplemental  indenture limits,  qualifies or conflicts
with a provision  which would be required to be included in the Indenture and in
the First  Supplemental  Indenture if the Indenture  and the First  Supplemental
Indenture  were to be qualified  under the Trust  Indenture  Act,  such required
provision of the Act shall  control.  If any  provision of the  Indenture or the
First Supplemental  Indenture purports to modify or exclude any provision of the
Trust  Indenture Act that may be so modified or excluded,  such provision of the
Act  shall be  deemed  to  apply to the  Indenture  or this  First  Supplemental
Indenture only as so modified or if not so excluded, as the case may be.

         Section 13. Governing Law. This First Supplemental  Indenture,  and the
Notes,  shall be governed by and  construed in  accordance  with the laws of the
State of New York.

         Section 14.  Recitals.  The recitals  contained in the Indenture,  this
First Supplemental  Indenture and the Notes, except the Trustee's certificate of
authentication,  shall be taken as  statements  of the Company,  and the Trustee
assumes  no  responsibility  for  their   correctness.   The  Trustee  makes  no
representations  as  to  the  validity  or  sufficiency  of  the  Indenture,  as
supplemented by this First Supplemental Indenture.

         Section 15.  Amendments.  Notwithstanding  any other provisions hereof,
all  amendments to the Indenture made hereby shall have effect only with respect
to the Notes, and not with respect to the Securities of any other series created
subsequent to the date hereof.

         Section 16.  Counterparts.  This First  Supplemental  Indenture  may be
executed in any number of counterparts,  each of which when so executed shall be
deemed to be an original,  but all such counterparts  shall together  constitute
but one and the same instrument.


        IN  WITNESS   WHEREOF,   the  parties  hereto  have  caused  this  First
Supplemental Indenture to be duly executed, and their respective corporate seals
to be hereunto affixed and attested, all as of the date first above written.

                                    ELECTRIC LIGHTWAVE, INC.



                                    By: /s/ Robert J. DeSantis
                                    Vice President, Chief Financial Officer
                                                and Treasurer

Attest:



/s/ Charles J. Weiss
     Secretary


                                    CITIZENS UTILITIES COMPANY



                                    By: /s/ Robert J. DeSantis
                                    Vice President, Chief Financial Officer
                                                and Treasurer
Attest:



/s/ Charles J. Weiss
     Secretary



                             CITIZENS NEWCO COMPANY



                                    By: /s/ Robert J. DeSantis
                                    Vice President, Chief Financial Officer
                                                and Treasurer
Attest:



/s/ Charles J. Weiss
     Secretary



                                     CITIBANK, N.A.,
                                     as Trustee



                                     By: /s/ Florence Mills
                                     Senior Trust Officer

Attest:





/s/ Jenny Cheng



























63135516.07



County of Fairfield        )
                           ) ss.:
State of Connecticut       )


         On the 27th day of April,  1999,  before me  personally  came Robert J.
DeSantis,  to me known,  who, being by me duly sworn, did depose and say that he
is Chief Financial Officer,  Vice President and Treasurer of ELECTRIC LIGHTWAVE,
INC.,  one of the  corporations  described in and which  executed the  foregoing
instrument; that he knows the seal of said corporation; that the seal affixed to
said  instrument is such corporate  seal; that it was so affixed by authority of
the Board of Directors of said corporation,  and that he signed his name thereto
by like authority.



                                             /s/ Mildred L. Hudson
                                             Notary Public, State of Connecticut





County of Fairfield        )
                           ) ss.:
State of Connecticut       )


         On the 27th day of  April,  1999,  before  me  personally  came  Robert
J.DeSantis, to me known, who, being by me duly sworn, did depose and say that he
is the Chief  Financial  Officer,  Vice  President  and  Treasurer  of  CITIZENS
UTILITIES COMPANY,  one of the corporations  described in and which executed the
foregoing instrument; that he knows the seal of said corporation;  that the seal
affixed to said  instrument is such  corporate  seal;  that it was so affixed by
authority of the Board of Directors of said corporation,  and that he signed his
name thereto by like authority.



                                             /s/ Mildred L. Hudson
                                             Notary Public, State of Connecticut




County of Fairfield        )
                           ) ss.:
State of Connecticut       )


         On the 27th day of April,  1999,  before me  personally  came Robert J.
DeSantis,  to me known,  who, being by me duly sworn, did depose and say that he
is the Chief Financial  Officer,  Vice President and Treasurer of CITIZENS NEWCO
COMPANY,  one of the corporations  described in and which executed the foregoing
instrument; that he knows the seal of said corporation; that the seal affixed to
said  instrument is such corporate  seal; that it was so affixed by authority of
the Board of Directors of said corporation,  and that he signed his name thereto
by like authority.



                              /s/ Mildred L. Hudson
                                             Notary Public, State of Connecticut





County of New York         )
                           )        ss.:
State of New York )


         On this 27th day of  April,  in the year of 1999  before me  personally
came  Florence  Mills,  to me personally  known,  who being by me duly sworn did
depose and say that she is a Senior Trust Officer of Citibank,  N.A., one of the
corporations  described in and which executed the foregoing indenture;  that she
knows the seal of said  corporation;  that the seal  affixed to said  instrument
opposite the execution  thereof on behalf of said  corporation  is the corporate
seal of said  corporation;  that said  instrument  was signed and said corporate
seal was so affixed on behalf of said  corporation by authority and order of its
board of directors;  that she signed her name thereto by like authority; and she
acknowledged  said  instrument  to be her free act and deed and the free act and
deed of said Bank.

         IN WITNESS WHEREOF I have hereunder set my hand and affixed my official
seal,  at New York in said  State of New  York,  the day and  year  first  above
written.



                            /s/ Katherine Lee Dominus
                                               Notary Public, State of New York