SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM 8-K/A


                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported): September 17, 2001




                        CITIZENS COMMUNICATIONS COMPANY
             (Exact name of Registrant as specified in its charter)


            Delaware                      001-11001              06-0619596
  (State or other jurisdiction          (Commission           (I.R.S. Employer
       of incorporation)                File Number)         Identification No.)

                                3 High Ridge Park
                           Stamford, Connecticut 06905
               (Address of Principal Executive Offices) (Zip Code)

                                 (203) 614-5600
               (Registrant's Telephone Number, Including Area Code)



                           No Change Since Last Report
                 ----------------------------------------------
          (Former name or former address, if changed since last report)

<PAGE>

Item 5.  Other Events.


From May 27, 1999 through July 12, 2000,  we entered into several  agreements to
acquire  telephone  access  lines.  These  transactions  have  been  and will be
accounted for using the purchase method of accounting. The results of operations
of the  acquired  properties  have been and will be  included  in our  financial
statements from the dates of acquisition of each property.  These agreements and
the status of each transaction are described as follows:

     Verizon Acquisition
     -------------------
     Between May and December  1999,  we announced  agreements  to purchase from
     Verizon  Communications Inc., formerly GTE Corp.  (Verizon),  approximately
     381,200  telephone  access  lines (as of  December  31,  2000) in  Arizona,
     California,   Illinois/Wisconsin,   Minnesota   and   Nebraska   (the   GTE
     Acquisitions) for approximately  $1,171.0 million in cash. To date, we have
     closed on  approximately  317,500  telephone access lines. We have received
     all necessary  regulatory  approvals and expect that the acquisition of the
     remaining  access lines in Arizona and  California  will close during 2002.
     Our  expected  cash  requirement  to complete the Verizon  acquisitions  is
     $222.8 million.

     Qwest Acquisition - termination
     -------------------------------
     In June 1999, we announced  agreements to purchase from Qwest approximately
     556,800  telephone  access  lines (as of  December  31,  2000) in  Arizona,
     Colorado,  Idaho/Washington,  Iowa,  Minnesota,  Montana,  Nebraska,  North
     Dakota  and  Wyoming  for  approximately  $1,650.0  million in cash and the
     assumption  of certain  liabilities.  On October 31, 2000, we closed on the
     purchase of approximately 17,000 telephone access lines in North Dakota for
     approximately  $38.0 million in cash.  On July 20, 2001, we notified  Qwest
     that we were  terminating the remaining eight  acquisition  agreements with
     Qwest   relating   to   telephone    exchanges   in   Arizona,    Colorado,
     Idaho/Washington,  Iowa, Minnesota,  Montana,  Nebraska and Wyoming.  Qwest
     subsequently  filed a notice of claim for  arbitration in Denver,  Colorado
     under the rules of the American Arbitration Association with respect to the
     terminated  acquisition  agreements.   Qwest  asserts  that  we  wrongfully
     terminated  these  agreements and is seeking  approximately  $64.0 million,
     which is the  aggregate  of  liquidation  damages  under  letters of credit
     established  in the  terminated  acquisition  agreements.  We have  filed a
     notice  of claim in the same  arbitration  proceeding,  contesting  Qwest's
     asserted claims and asserting substantial claims against Qwest for material
     breaches of  representations,  warranties  and covenants in the  terminated
     acquisition  agreements and in the acquisition  agreement relating to North
     Dakota assets that we purchased from Qwest.

     Frontier Acquisition
     --------------------
     On June 29, 2001, we purchased from Global  Crossing Ltd.  (Global) 100% of
     the  stock  of  Frontier   Corp.'s   (Frontier)   local  exchange   carrier
     subsidiaries,  which owned  approximately  1,096,700 telephone access lines
     (as of December 31, 2000) in Alabama/Florida,  Georgia, Illinois,  Indiana,
     Iowa,  Michigan,   Minnesota,   Mississippi,  New  York,  Pennsylvania  and
     Wisconsin,   for  approximately   $3,370.0  million  in  cash,  subject  to
     adjustment.

Divestitures
------------
On August 24, 1999, our Board of Directors  approved a plan of  divestiture  for
our public utilities services businesses,  which include gas, electric and water
and wastewater businesses.  Currently,  we have agreements to sell all our water
and wastewater  operations and one of our electric operations.  We have sold two
of our  natural  gas  operations.  These  agreements  and  the  status  of  each
transaction are described as follows:

     Water and Wastewater
     --------------------
     On October 18,  1999,  we  announced  the  agreement  to sell our water and
     wastewater  operations to American Water Works,  Inc. for $745.0 million in
     cash and $90.0 million of assumed  debt.  This  transaction  is expected to
     close in the first quarter of 2002.
<PAGE>

     Electric
     --------
     On February 15, 2000, we announced  that we had agreed to sell our electric
     utility  operations.  The Arizona and Vermont electric divisions were under
     contract to be sold to Cap Rock Energy Corp. (Cap Rock). The agreement with
     Cap Rock was  terminated  on  March  7,  2001.  We  intend  to  pursue  the
     disposition of the Vermont and Arizona electric  divisions with alternative
     buyers.  In August 2000, the Hawaii Public Utilities  Commission denied the
     initial  application  requesting  approval  of the  purchase  of our  Kauai
     electric  division by the Kauai Island Electric Co-op for $270.0 million in
     cash including the assumption of certain  liabilities.  We are discussing a
     reduction of the purchase  price and other  options.  Our agreement for the
     sale of this  division  may be  terminated  if  regulatory  approval is not
     received before February 2002.

     Gas
     ---
     On July 2, 2001, we completed  the sale of our Louisiana Gas  operations to
     Atmos Energy  Corporation  for $363.4  million in cash. The pre-tax gain on
     the sale recognized in the third quarter was approximately $139.3 million.

     In July 2001,  an agreement was signed to sell the Colorado Gas division to
     Kinder  Morgan  for  $11.0  million  in cash.  This  transaction  closed on
     November 30, 2001. We received  approximately  $8,899,000,  after  purchase
     price adjustment.


Item 7.  Financial Statements, Exhibits

     (a) Financial Statements of Business Acquired

     Previously filed.

     (b) Pro forma Financial Information

     Pro forma Balance Sheet as of June 30, 2001 and Pro forma Income Statements
     for the six months  ended June 30,  2001 and the year  ended  December  31,
     2000.   Such  pro-forma   information  has  been  revised  to  exclude  the
     amortization  of  excess of  purchase  price  over net  assets  acquired on
     properties to be acquired subsequent to June 30, 2001.



<PAGE>
                                    SIGNATURE
                                    ---------




Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.




                         CITIZENS COMMUNICATIONS COMPANY
                         -------------------------------
                                  (Registrant)




                         By: /s/   Robert J. Larson
                            -----------------------
                            Robert J. Larson
                            Vice President and Chief Accounting Officer



Date: December 13, 2001

<PAGE>
                         Proforma Financial Information

From May 27, 1999 through July 12, 2000,  we entered into several  agreements to
acquire  telephone  access  lines.  These  transactions  have  been  and will be
accounted for using the purchase method of accounting. The results of operations
of the  acquired  properties  have been and will be  included  in our  financial
statements from the dates of acquisition of each property.  These agreements and
the status of each transaction are described as follows:

     Verizon Acquisition
     -------------------
     Between May and December  1999,  we announced  agreements  to purchase from
     Verizon  Communications Inc., formerly GTE Corp.  (Verizon),  approximately
     381,200  telephone  access  lines (as of  December  31,  2000) in  Arizona,
     California,   Illinois/Wisconsin,   Minnesota   and   Nebraska   (the   GTE
     Acqusitions) for  approximately  $1,171.0 million in cash. To date, we have
     closed on  approximately  317,500  telephone access lines. We have received
     all necessary  regulatory  approvals and expect that the acquisition of the
     remaining  access lines in Arizona and  California  will close during 2002.
     Our  expected  cash  requirement  to complete the Verizon  acquisitions  is
     $222.8 million.

     Qwest Acquisition - termination
     -------------------------------
     In June 1999, we announced  agreements to purchase from Qwest approximately
     556,800  telephone  access  lines (as of  December  31,  2000) in  Arizona,
     Colorado,  Idaho/Washington,  Iowa,  Minnesota,  Montana,  Nebraska,  North
     Dakota  and  Wyoming  for  approximately  $1,650.0  million in cash and the
     assumption  of certain  liabilities.  On October 31, 2000, we closed on the
     purchase of approximately 17,000 telephone access lines in North Dakota for
     approximately  $38.0 million in cash.  On July 20, 2001, we notified  Qwest
     that we were  terminating the remaining eight  acquisition  agreements with
     Qwest   relating   to   telephone    exchanges   in   Arizona,    Colorado,
     Idaho/Washington,  Iowa, Minnesota,  Montana,  Nebraska and Wyoming.  Qwest
     subsequently  filed a notice of claim for  arbitration in Denver,  Colorado
     under the rules of the American Arbitration Association with respect to the
     terminated  acquisition  agreements.   Qwest  asserts  that  we  wrongfully
     terminated  these  agreements and is seeking  approximately  $64.0 million,
     which is the  aggregate  of  liquidation  damages  under  letters of credit
     established  in the  terminated  acquisition  agreements.  We have  filed a
     notice  of claim in the same  arbitration  proceeding,  contesting  Qwest's
     asserted claims and asserting substantial claims against Qwest for material
     breaches of  representations,  warranties  and covenants in the  terminated
     acquisition  agreements and in the acquisition  agreement relating to North
     Dakota assets that we purchased from Qwest.

     Frontier Acquisition
     --------------------
     On June 29, 2001, we purchased from Global  Crossing Ltd.  (Global) 100% of
     the  stock  of  Frontier   Corp.'s   (Frontier)   local  exchange   carrier
     subsidiaries,  which owned  approximately  1,096,700 telephone access lines
     (as of December 31, 2000) in Alabama/Florida,  Georgia, Illinois,  Indiana,
     Iowa,  Michigan,   Minnesota,   Mississippi,  New  York,  Pennsylvania  and
     Wisconsin,   for  approximately   $3,370.0  million  in  cash,  subject  to
     adjustment.

Divestitures
------------
On August 24, 1999, our Board of Directors  approved a plan of  divestiture  for
our public utilities services businesses,  which include gas, electric and water
and wastewater businesses.  Currently,  we have agreements to sell all our water
and wastewater  operations and one of our electric operations.  We have sold two
of our  natural  gas  operations.  These  agreements  and  the  status  of  each
transaction are described as follows:

     Water and Wastewater
     --------------------
     On October 18,  1999,  we  announced  the  agreement  to sell our water and
     wastewater  operations to American Water Works,  Inc. for $745.0 million in
     cash and $90.0 million of assumed  debt.  This  transaction  is expected to
     close in the first quarter of 2002.
<PAGE>

     Electric
     --------
     On February 15, 2000, we announced  that we had agreed to sell our electric
     utility  operations.  The Arizona and Vermont electric divisions were under
     contract to be sold to Cap Rock Energy Corp. (Cap Rock). The agreement with
     Cap Rock was  terminated  on  March  7,  2001.  We  intend  to  pursue  the
     disposition of the Vermont and Arizona electric  divisions with alternative
     buyers.  In August 2000, the Hawaii Public Utilities  Commission denied the
     initial  application  requesting  approval  of the  purchase  of our  Kauai
     electric  division by the Kauai Island Electric Co-op for $270.0 million in
     cash including the assumption of certain  liabilities.  We are discussing a
     reduction of the purchase  price and other  options.  Our agreement for the
     sale of this  division  may be  terminated  if  regulatory  approval is not
     received before February 2002.

     Gas
     ---
     On July 2, 2001, we completed  the sale of our Louisiana Gas  operations to
     Atmos Energy  Corporation  for $363.4  million in cash. The pre-tax gain on
     the sale recognized in the third quarter was approximately $139.3 million.

     In July 2001,  an agreement was signed to sell the Colorado Gas division to
     Kinder  Morgan  for  $11.0  million  in cash.  This  transaction  closed on
     November 30, 2001. We received  approximately  $8,899,000,  after  purchase
     price adjustment.

The GTE  businesses  acquired,  the U S WEST North  Dakota  Acquisition  and the
Frontier ILEC Acquisition are collectively referred to as the Acquisitions.  All
of the public utilities services dispositions (including those not yet sold) are
collectively referred to as the Dispositions.  The following unaudited pro forma
condensed  combined  statements  of  income  information  has been  prepared  to
illustrate  the  effects of the  Acquisitions  and  related  financings  and the
Dispositions  had these  transactions  been  completed  at the  beginning of the
periods  presented.  Cash proceeds from the Dispositions  that have not yet been
sold have been estimated using the actual contract price for properties where we
have  signed  a  definitive  contract  to sell and  using  net  book  value  for
properties not yet under contract.  The following  unaudited pro forma condensed
balance sheet  information  as of June 30, 2001 has been  prepared  assuming the
Acquisitions  and  Dispositions  not  consummated  by June  30,  2001  had  been
completed at that date.

We have accounted for our acquisitions  using the purchase method of accounting.
We expect to achieve  economies of scale with the acquired  properties that will
both  expedite  our  ability to provide an expanded  menu of  telecommunications
services and make those services  incrementally  more profitable but can provide
no assurance that such economies of scale will be realized. We expect that these
acquisitions  will therefore  provide us the opportunity to increase revenue and
decrease cost per access line. The unaudited pro forma information  reflects the
increased  expenses  to the  extent  they  have  been  incurred  in the  periods
presented, but does not reflect economies of scale.

Through the second  quarter  2001,  we had  historically  applied SFAS 71 in the
preparation  of our financial  statements  because our incumbent  local exchange
telephone   properties   (properties  we  owned  prior  to  the  2000  and  2001
acquisitions of the Verizon,  Qwest and Frontier  properties) were predominantly
regulated  in the past  following  a cost of  service/rate  of return  approach.
Beginning  in the third  quarter  of 2001,  these  properties  no longer met the
criteria  for  application  of  SFAS  71  due  to  the  continuing   process  of
deregulation  and the  introduction  of  competition to our existing rural local
exchange  telephone  properties,  and our  expectation  that these  trends  will
continue for all our properties.

The  pro  forma  information,   while  helpful  in  illustrating  the  financial
characteristics of the combined company,  does not attempt to predict or suggest
future results.  The pro forma information also does not attempt to show how the
combined  company would  actually have performed had the companies been combined
at the  beginning of the periods  presented.  If the companies had actually been
combined  at the  beginning  of  the  periods  presented,  these  companies  and
businesses  might have performed  differently.  You should not rely on pro forma
financial  information  as an  indication  of the  results  that would have been
achieved if the  Acquisitions had taken place earlier or the future results that
the companies will experience.

These unaudited pro forma condensed combined financial statements should be read
in conjunction with the historical  financial statements of the Acquisitions and
the historical financial statements of Citizens Communications Company.



<PAGE>
<TABLE>
<CAPTION>

                Citizens Communications Company and Subsidiaries
                          Pro Forma Balance Sheet Data
                               As of June 30, 2001
                                   (unaudited)

                                                      Citizens           Pro Forma for Acquisitions
                                                   Communications   ---------------------------------------
(Amounts in thousands)                               6/30/2001        Adjustments             Adjusted
                                                 ----------------------------------------------------------

<S>                                                    <C>               <C>          <C>     <C>
Cash                                                   $     31,115      $ 2,118,411  (1)     $  1,926,726
                                                                            (222,800) (3)
Accounts receivable, net                                    336,490                -               336,490
Short-term investments                                       18,463                -                18,463
Other current assets                                         40,424                -                40,424
Assets held for sale                                      1,240,998       (1,240,998) (1)                -
Assets of discontinued operations                           687,275         (687,275) (1)                -
                                                 -----------------------------------      -----------------
  Total current assets                                    2,354,765          (32,662)            2,322,103

Net property, plant & equipment                           4,662,361           53,393  (3)        4,715,754

Goodwill                                                    469,370                -               469,370
Customer lists and other                                    139,066                -               139,066
Excess cost over net assets acquired                      2,406,315          169,407  (3)        2,575,722
                                                 ------------------------------------     -----------------
  Total intangibles                                       3,014,751          169,407             3,184,158

Investments                                                 173,318                -               173,318
Regulatory assets                                           173,611         (109,102) (1)           64,509
Deferred debits and other assets                            466,882          (16,126) (1)          450,756
                                                 ------------------------------------     -----------------
  Total assets                                         $ 10,845,688      $    64,910          $ 10,910,598
                                                 ====================================     =================


Long-term debt due within one year                     $    222,522      $         -          $    222,522
Accounts payable and other current liabilities              416,207          237,199  (1)          653,406
Liabilities related to assets held for sale                 255,774         (255,774) (1)                -
Liabilities of discontinued operations                      189,856         (189,856) (1)                -
                                                 ------------------------------------     -----------------
  Total current liabilities                               1,084,359         (208,431)              875,928

Deferred income taxes                                       688,562          (38,228) (1)          650,334
Customer advances for construction
  and contributions in aid of construction                  200,688                -               200,688
Deferred credits and other liabilities                      245,888                -               245,888
Regulatory liabilities                                       23,415          (12,425) (1)           10,990
Equity units                                                460,000                -               460,000
Long-term debt                                            5,818,312                              5,818,312
                                                 ------------------------------------     -----------------
  Total liabilities                                       8,521,224         (259,084)            8,262,140

Equity forward contracts                                    107,018                                107,018
Company Obligated Mandatorily Redeemable
 Convertible Preferred Securities *                         201,250                -               201,250

Common stock, $.25 par value (600,000,000 authorized
  shares, 292,169,969 issued shares and 289,038,071
  outstanding shares)                                        73,043                -                73,043
Additional paid-in capital                                1,780,169                -             1,780,169
Retained earnings                                           239,623          323,994 (1)           563,617
Accumulated other comprehensive (loss)                      (24,451)               -               (24,451)
Treasury stock                                              (52,188)               -               (52,188)
                                                 ------------------------------------     -----------------
  Total shareholders' equity                              2,016,196          323,994             2,340,190
                                                 ------------------------------------     -----------------
    Total liabilities and shareholders' equity         $ 10,845,688      $    64,910          $ 10,910,598
                                                 ====================================     =================
</TABLE>


*Represents  securities  of a  subsidiary  trust,  the sole  assets of which are
 securities  of  a  subsidiary  partnership,  substantially  all the  assets  of
 which are convertible debentures of the Company.

             See Notes to Pro Forma Condensed Financial Statements.

<PAGE>
                Citizens Communications Company and Subsidiaries
                         Proforma Income Statement Data
                  For the six months period ended June 30, 2001
                                   (unaudited)
<TABLE>
<CAPTION>




                                                                                                     Proforma for Acquisitions
                                                       Citizens         Frontier         GTE      --------------------------------
(Amounts in thousands, except per-share amounts)    Communications    Acquisition   Acquisitions   Adjustments         Adjusted
                                                   --------------------------------------------------------------------------------

<S>                                                      <C>              <C>            <C>                 <C>        <C>
Revenue                                                  $ 1,130,023      $ 387,796      $ 21,100      $       -        1,538,919
Operating expenses                                           761,519        203,920         7,834              -          973,273
Depreciation and amortization                                220,072        103,686         3,862         50,615  (5)     378,235
                                                   --------------------------------------------------------------     -------------
Income from operations                                       148,432         80,190         9,404        (50,615)         187,411
Investment and other income, net                              13,425         (4,990)            -         50,064  (7)      26,753
                                                                                                         (31,746) (8)
Interest expense                                             134,581         37,482           673        122,727  (9)     264,738
                                                                                                         (30,725) (8)
Convertible preferred dividends                                3,105              -             -              -            3,105
                                                   --------------------------------------------------------------     -------------
Pre-tax income                                                24,171         37,718         8,731       (124,299)         (53,679)
Income tax expense (benefit)                                   9,573         27,985         3,513        (61,290) (10)    (20,219)
                                                   --------------------------------------------------------------     -------------
Income (loss) from continuing operations                 $    14,598      $   9,733      $  5,218      $ (63,009)       $ (33,460)
                                                   ==============================================================     =============
Carrying cost of equity forward contracts                     12,647
Income (loss) from continuing operations available
                                                   ------------------
   to common shareholders                                $     1,951
                                                   ==================


Weighted average shares outstanding -Basic                   266,898                                      25,156  (11)
Weighted average shares outstanding -Diluted                 270,237                                      25,156  (11)

Income (loss) from continuing operations
available to common shareholders per basic share         $      0.01
Income (loss) from continuing operations
available to common shareholders per diluted share       $      0.01


                                                        Elimination of
                                                       Gas and Electric     Total
                                                          Operations       Proforma
                                                   --------------------------------

Revenue                                                    $ 432,831      1,106,088
Operating expenses                                           371,271        602,002
Depreciation and amortization                                  6,105        372,130
                                                   --------------------------------
Income from operations                                     $  55,455     $  131,956
Investment and other income, net                               1,065         25,688

Interest expense                                              18,654        246,084

Convertible preferred dividends                                    -          3,105
                                                   --------------------------------
Pre-tax income                                                37,866        (91,545)
Income tax expense (benefit)                                  12,458        (32,677)
                                                   --------------------------------
Income (loss) from continuing operations                   $  25,408     $  (58,868)
                                                   ================================
Carrying cost of equity forward contracts                                    12,647
Income (loss) from continuing operations available
                                                                   -----------------
   to common shareholders                                                $  (71,515)
                                                                   =================

Weighted average shares outstanding -Basic                                  292,054
Weighted average shares outstanding -Diluted                                295,393

Income (loss) from continuing operations
available to common shareholders per basic share                         $    (0.24)
Income (loss) from continuing operations
available to common shareholders per diluted share                       $    (0.24)

</TABLE>


             See Notes to Pro Forma Condensed Financial Statements.


<PAGE>
                Citizens Communications Company and Subsidiaries
                         Proforma Income Statement Data
                      For the year ended December 31, 2000
                                   (unaudited)
<TABLE>
<CAPTION>


                                                                                         Acquisitions
                                                             -------------------------------------------------------------------
                                                                                                          GTE             GTE
                                                Citizens       Frontier       GTE         Qwest       Nebraska and    California
(Amounts in thousands, except per-share       Communications  Acquisition  Minnesota   North Dakota     Illinois      and Arizona
 amounts)                                    ------------------------------------------------------------------------------------

<S>                                              <C>           <C>          <C>           <C>
  Revenue                                        $ 1,802,358   $ 746,302    $ 56,962      $ 10,632   $   77,570      $  43,764
  Operating expenses                               1,292,950     370,893      23,323         3,058       27,494         16,694
  Depreciation and amortization                      387,607     200,669         545         2,270       17,087         11,625

                                             -----------------------------------------------------------------------------------
  Income from operations                             121,801     174,740      33,094         5,304       32,989         15,445
  Investment and other income, net                     3,350      64,583           -             -            -              -

  Minority interest                                   12,222           -           -             -            -              -
  Interest expense                                   187,366      24,067       1,686             -        1,716          1,217

  Convertible preferred dividends                      6,210           -           -             -            -              -
                                             ------------------------------------------------------------------------------------
  Pre-tax income                                     (56,203)    215,256      31,408         5,304       31,273         14,228
  Income tax expense (benefit)                       (16,132)    103,417      12,687         2,007       12,393          5,712
                                             ------------------------------------------------------------------------------------
  Income (loss) from continuing operations       $   (40,071)  $ 111,839    $ 18,721      $  3,297   $   18,880      $   8,516
                                             ====================================================================================

Weighted average shares outstanding -Basic           261,744
Weighted average shares outstanding -Diluted         266,931

Loss from continuing operations per basic share      $ (0.15)
Loss from continuing operations per diluted share    $ (0.15)



                                                 Proforma for Acquisitions     Elimination of
                                               -----------------------------  Gas and Electric   Total
                                                 Adjustments       Adjusted      Operations     Proforma
                                               --------------    -----------------------------------------

  Revenue                                         $        -       $ 2,737,588     $ 597,823   $ 2,139,765
  Operating expenses                                   9,000  (4)    1,743,412       526,472     1,216,940
  Depreciation and amortization                      126,581  (5)      758,910        47,857       711,053
                                                      12,526  (6)
                                               --------------    -----------------------------------------
  Income from operations                            (148,107)          235,266        23,494       211,772
  Investment and other income, net                   (26,323) (7)       28,856         5,073        23,783
                                                     (12,754) (8)
  Minority interest                                        -            12,222             -        12,222
  Interest expense                                   301,055  (9)      502,467        36,056       466,411
                                                     (14,640) (8)
  Convertible preferred dividends                          -             6,210             -         6,210
                                               --------------    -----------------------------------------
  Pre-tax income                                    (473,599)         (232,333)       (7,489)     (224,844)
  Income tax expense (benefit)                      (199,700) (10)     (79,616)       (2,417)      (77,199)
                                               --------------    ----------------------------------------
  Income (loss) from continuing operations        $ (273,899)      $  (152,717)    $  (5,072)  $  (147,645)
                                               ==============    =========================================

Weighted average shares outstanding -Basic            25,156  (11)                                 286,900
Weighted average shares outstanding -Diluted          25,156  (11)                                 292,087

Loss from continuing operations per basic share                                                    $ (0.51)
Loss from continuing operations per diluted share                                                  $ (0.51)


</TABLE>

   See Notes to Pro Forma Condensed Financial Statements.


<PAGE>

                Notes to Pro Forma Condensed Financial Statements

(1)  Reflects the effect of the probable sale of our public  utilities  services
     properties, including adjustments for the estimated income taxes due on the
     estimated  gain.  The  estimated  cash proceeds from the sale of our public
     utilities  service  properties  are   $2,118,411,000.   The  adjustment  to
     shareholders'   equity   represents   an  increase  to  retained   earnings
     representing the estimated after tax gain on the sale.

(2)  The columns  reflecting the historical  results of operations for Frontier,
     GTE Minnesota,  GTE Nebraska and Illinois and Qwest North Dakota  represent
     historical  results prior to their  acquisitions  by Citizens.  The results
     after the  acquisitions  by Citizens are  included in Citizens'  historical
     results.

(3)  Represents the purchase of the remaining GTE Acquisitions for approximately
     $222,800,000 in cash. For purposes of the  accompanying  pro forma combined
     financial statements,  we have reflected the assets to be acquired at their
     historical  carrying values and have reflected the excess of cost over such
     amounts as excess of cost over net assets acquired. The final allocation of
     purchase  price to assets and  liabilities  acquired  will  depend upon the
     final  purchase  price and the final  estimate of fair values of the assets
     and liabilities  acquired. We have undertaken studies to determine the fair
     values of assets acquired and allocate the purchase prices accordingly.  We
     believe that the excess of cost over historical net assets acquired will be
     allocated  to  property,   plant  and  equipment,   customer  base,   other
     identifiable  intangibles and goodwill.  However, there can be no assurance
     that the actual allocation will not differ significantly from the pro forma
     allocation.

     In July 2001, the Financial  Accounting  Standards Board (FASB) issued SFAS
     141,  "Business  Combinations."  This statement  requires that all business
     combinations  be accounted for under the purchase  method of accounting for
     business  combinations  initiated after June 30, 2001 and prohibits the use
     of  the  pooling-of-interests   method  of  accounting.   All  acquisitions
     presented in these pro forma  financial  statements have been accounted for
     using the purchase method.

     In July 2001,  the FASB issued  SFAS 142,  "Goodwill  and Other  Intangible
     Assets."  this  statement  requires that goodwill no longer be amortized to
     earnings,  but instead be reviewed  for  impairment.  Impairment  tests are
     required to be performed at least  annually.  The  amortization of goodwill
     ceases upon  adoption of the  statement.  The  statement is  effective  for
     fiscal years  beginning  after December 15, 2001 for companies whose annual
     reporting  period ends on December 31, 2001 and applies to all goodwill and
     other intangible assets  recognized in the statement of financial  position
     at that date, regardless of when the assets were initially  recognized.  We
     will cease to recognize amortization of the goodwill portion of intangibles
     starting January 1, 2002. Pro forma amortization of intangibles for the six
     months  ended June 30, 2001 and the year ended  December 31, 2000 was $76.9
     million and $144.3 million,  respectively.  We will be required to test for
     impairment of goodwill annually starting January 1, 2002. The amount of any
     future impairment, if any, cannot be estimated at this time.

(4)  Represents an increase in selling,  general and administrative  expenses of
     the GTE Combined  Entities to reverse a pension credit  recorded during the
     year ended December 31, 2000 that will not continue.

(5)  The following table details the amortization adjustment for the year ended
     December 31, 2000 and the six months ended June 30, 2001:

    ($ in thousands)                        For the year          For the six
                                               ended              months ended
                                          December 31, 2000       June 30, 2001
                                          -----------------       -------------
     Frontier                               $  61,230              $  30,615
     Frontier adjustments                      40,000                 20,000
     Acquired GTE Properties                   25,351                      -
                                          -----------------       -------------
     Properties acquired prior to
       June 30, 2001                          126,581                 50,615
                                          =================       =============

     Excess of cost  over net  assets  acquired  for the  Acquisitions  is being
     amortized  using  the  straight-line  method  over  a 15  year  period  for
     properties  acquired  prior  to June  30,  2001.  The  adjustments  for the
     Frontier  ILEC and the Acquired GTE  businesses  in the table above reflect
     this  amortization.  Should  the  allocation  of such  excess  of cost over
     historical net assets  acquired  differ  significantly  from that described
     above as well as our initial allocation for properties  recently purchased,
     amortization  expense  could be  impacted  since the  depreciable  lives of
     assets other than goodwill may be shorter or longer than 15 years.
<PAGE>

     On September 30, 1999, Global Crossing  acquired  Frontier  Corporation and
     all of its  subsidiaries  (including the businesses that we are acquiring),
     in a merger  transaction.  In accordance with Accounting  Principles  Board
     Opinion No. 16, "Business  Combinations",  the purchase price was allocated
     to Frontier  Corporation  and its  subsidiaries  based upon the fair market
     value  at  the  date  of  the  acquisition.  Frontier  was  amortizing  the
     associated  goodwill over a 25-year  period.  We included  amortization  of
     goodwill  over a 15-year  period  for the full year 2000 and the six months
     ended June 30, 2001 to conform with our policy. The "Frontier  adjustments"
     of $40,000,000 and $20,000,000 for the year ended December 31, 2000 and the
     six months ended June 30, 2001,  respectively,  are  reflected in the table
     above.

(6)  Represents an adjustment for depreciation  expense related to GTE Minnesota
     since the GTE historical  financial statements did not include depreciation
     related to these assets held for sale.

(7)  Represents the reversal of a foreign  exchange gain of $21,900,000  for the
     year ended December 31, 2000 and the reversal of a foreign exchange loss of
     $50,064,000  for the six months  ended June 30,  2001  recorded by Frontier
     related to a note  receivable due from an affiliate.  Such note is not part
     of the assets acquired by Citizens.

     The pro forma income  statement  for the year ended  December 31, 2000 also
     includes an adjustment to eliminate  $4,423,000  of our  investment  income
     related  to our bond  portfolio  sold  during  2000 to  partially  fund the
     Acquisitions.

(8)  Represents the  elimination of  intercompany  interest  income  recorded by
     Frontier related to a note receivable due from an affiliate of Frontier and
     interest expense  recorded by Frontier.  related to a loan facility used to
     fund this note receivable.  Such note and loan facility are not part of the
     assets and liabilities acquired by Citizens.

(9)  Represents  the  increase  in  interest   expense  assuming  the  permanent
     financings as described below were utilized at the beginning of the periods
     presented to partially fund the Acquisitions. On May 18, 2001, we issued an
     aggregate of $1.75 billion of notes  consisting  of $700 million  principal
     amount of 8.50% notes, due May 15, 2006 and $1.05 billion  principal amount
     of 9.25% notes due May 15,  2011.  On June 13, 2001,  we issued  18,400,000
     equity  units at $25 per unit for  gross  proceeds  of  $460,000,000.  Each
     equity  unit  consists  of a 6 3/4 % senior  note  due 2006 and a  purchase
     contract for our common  stock.  On August 13, 2001, we issued an aggregate
     of $1.75 billion of notes  consisting of $300 million  principal  amount of
     6.375% notes due August 15, 2004, $750 million  principal  amount of 7.625%
     notes due August 15, 2008 and $700 million  principal amount of 9.0 % notes
     due August 15, 2031.

(10) Represents  adjustments to income taxes based on income before income taxes
     using the applicable incremental income tax rate.

(11) On June 13,  2001,  we  issued  25,156,250  shares of our  common  stock at
     $12.10, for net proceeds of $289,787,000 (after underwriting  discounts and
     commissions).