Exhibit 10.24.1



                          AMENDMENT TO LETTER AGREEMENT
                               DATED JULY 13, 2005

     The letter agreement  ("Agreement") dated July 13, 2005, between L. Russell
Mitten and Citizens  Communications  Company  ("Citizens"  or the  "Company") is
hereby amended as follows:

Paragraph 1 of the Agreement is amended to state as follows:

          "1. Resignation and Retirement. You hereby resign from your employment
     with Citizens, effective October 7, 2005 (the "Retirement Date")."

Paragraph 3(a) of the Agreement is amended to state as follows:

               "a.  Severance Pay.  Within ten (10) days following the latter of
          (1) the date the  executed  Agreement  and Release are received by the
          Company,  assuming neither is revoked, or (2) the Retirement Date, the
          Company will pay to you a one-time severance payment equivalent to

                    i.   your annual base salary,  in the amount of $201,800.00,
                         plus

                    ii.  your annual bonus at the rate of 50% of you annual base
                         salary,  pro-rated  through  August  31,  2005,  in the
                         amount of $67,266.00,

          for  a  total  payment  of  $269,066.00,  less  applicable  taxes  and
          withholdings.  This  payment  will  be made in two  parts:  the  first
          payment,  in the  amount  of  $50,450.00  less  applicable  taxes  and
          withholdings,  will be paid on October 7, 2005; the second payment, in
          the amount of $218,616.00 less applicable taxes and withholdings, will
          be paid on January 3, 2006."

Paragraph 3(c) of the Agreement is amended to state as follows:

               "c.  Medical/Dental/Vision  Premium Contributions.  Following the
          Retirement  Date,  you will  receive  a notice  notifying  you of your
          rights  under  the  federal  law  known as  "COBRA."  You may elect to
          continue your  participation  and that of your eligible  dependents in
          the  Company's  medical,  dental  and/or  vision plans for a period of
          under  "COBRA."  The Company  will pay  applicable  COBRA  premiums to
          maintain coverage for you and/or your dependents at your current level
          for an additional  twelve months from November 1, 2005 through October
          31, 2006. Following this period, you may continue coverage at your own
          expense  for as long as you  remain  eligible.  During  the  period of
          Company-paid  COBRA  benefits,  you will remain  responsible  for your
          share of the cost of the premiums at the same monthly  amount you paid
          during  your  last  month of  employment  by  Citizens.  This  monthly
          contribution amount will be multiplied by the number of months of paid
          COBRA  benefits and the sum total of this amount will be withheld from
          the  lump  sum  severance  payment  provided  in  Paragraph  3(a) as a
          `payroll deduction.'"
<PAGE>

Paragraph 3(e)(ii) of the Agreement is amended to state as follows:

               ii. For purposes of the Collateral  Assignment  Split Dollar Life
          Insurance  Agreement dated April 28, 1994, and the Citizens  Utilities
          Company Split Dollar Life  Insurance  Agreement  dated April 28, 1994,
          Citizens  and you agree that the  termination  of your  employment  on
          October 7, 2005, shall be treated as an involuntary termination (other
          than for good cause), under Section 6 of said agreement."

     All other terms, conditions, and provisions of the Agreement, including the
General Release attached to the Agreement as Exhibit A, remain unchanged.

     This  Amendment  shall  not  become  effective  until the  General  Release
attached  hereto as  Exhibit B is  signed by you and the  applicable  revocation
period has expired.


Agreed and accepted as of this 31st day of August, 2005.



                                    CITIZENS COMMUNICATIONS COMPANY



                                    By:   /s/ Mary Agnes Wilderotter
                                          --------------------------------------
                                          Mary Agnes Wilderotter
                                          President and CEO



                                          /s/ L. Russell Mitten
                                          --------------------------------------
                                          L. Russell Mitten



<PAGE>


                                    Exhibit B

                                 GENERAL RELEASE

     FOR AND IN CONSIDERATION OF the severance pay and other separation benefits
to be  provided  me in  connection  with the  termination  of my  employment  in
accordance with the letter agreement  between Citizens  Communications  Company,
(the   "Company")  and  me  of  July  2005,  as  amended  in  August  2005  (the
"Agreement"),  subject to my signing this General Release "(Release"),  I, on my
own behalf and on behalf of my heirs, executives, administrators, beneficiaries,
personal  representatives and assigns,  hereby release and forever discharge the
Company,  its  subsidiaries  and  affiliates,  and all of its past,  present and
future officers, directors, shareholders, employees, agents, general and limited
partners, joint venturers,  representatives,  successors and assigns (all of the
foregoing,  collectively,  the  "Releasees"),  both  individually  and in  their
official capacities, from any and all causes of action, rights and claims of any
type or description, whether known or unknown, which I have had in the past, now
have,  or might now have,  from July 13, 2005  through the date of my signing of
this Release,  in any way resulting  from,  arising out of or connected  with my
employment by the Company or the  termination of that  employment or pursuant to
Title VII of the Civil Rights Act, the Age Discrimination in Employment Act, the
Americans with Disabilities Act, the Connecticut Fair Employment  Practices Act,
the Family and Medical  Leave Act,  the Fair Labor  Standards  Act, the Employee
Retirement Income Security Act, the Equal Pay Act or any other federal, state or
local law,  regulation  or other  requirement.  Excluded  from the scope of this
Release, however, are (i) my rights under the Agreement after the effective date
hereof,  (ii) any rights I have now or hereafter acquire to  indemnification  or
contribution  under the articles of  incorporation  or by-laws of the Company or
under  applicable  law and  (iii) any  vested  rights I have  under any  Company
welfare or retirement plan governed by ERISA.

     In signing this  Release,  I  acknowledge  that I received  this Release in
connection  with the  negotiation  of the  Amendment to the  Agreement in August
2005,  and that I have been  advised in writing by receipt of the  Agreement  to
consult with an attorney  before signing the  Agreement,  the Amendment and this
Release.  I further  acknowledge that I have been given at least twenty-one (21)
days to decide  whether to sign the  Agreement,  the Amendment and this Release,
unless I  voluntarily  choose  to sign the  Agreement,  the  Amendment  and this
Release before the end of the twenty-one  (21) day period.  I understand  that I
may  revoke  this  Release at any time  within  seven (7) days of the date of my
signing,  and that the Amendment  and this Release will not become  effective or
enforceable until after this revocation period has expired. I understand that in
order to revoke the Amendment and this  Release,  I must give written  notice to
Mary Agnes  Wilderotter,  Citizens  Communications  Company,  3 High Ridge Park,
Stamford,  CT 06905,  in writing,  delivered by close of business on the seventh
day after my signing.  I understand  that I will not be entitled to any benefits
under  the  Amendment  or the  Agreement  until  the  end of the  seven  (7) day
revocation period.

Intending to be legally  bound,  I have signed this Release under seal as of the
date written below.

Signature:   /s/ L. Russell Mitten, Esq.       Date Signed:  September 29, 2005
             ----------------------------
             L. Russell Mitten, Esq.