SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K


                                 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, P.O. Box 3801
                           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 agreements and the status of each
     transaction are described as follows:

          Verizon Acquisition
          -------------------
          On  May  27,  September  21,  and  December  16,  1999,  we  announced
          definitive  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   for   approximately
          $1,171,000,000  in cash.  On June 30, 2000,  we closed on the Nebraska
          purchase  of  approximately  62,200  access  lines  for  approximately
          $205,400,000  in cash.  On August 31, 2000, we closed on the Minnesota
          purchase  of  approximately  142,400  access  lines for  approximately
          $438,900,000  in  cash.  On  November  30,  2000,  we  closed  on  the
          Illinois/Wisconsin  purchase of approximately 112,900 access lines for
          approximately  $303,900,000  in cash.  We expect  that the Arizona and
          California  transactions,  which  are  subject  to  various  state and
          federal  regulatory  approvals,  will close during 2001.  Our expected
          cash requirement to complete the Verizon acquisitions is $222,800,000.

          Qwest  Acquisition
          -------------------
          On June 16, 1999,  we announced a series of  definitive  agreements to
          purchase  from  Qwest  Communications,  formerly  U  S  WEST  (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 $1,650,000,000 in
          cash and the assumption of certain  liabilities.  On October 31, 2000,
          we closed on the North Dakota purchase of approximately  17,000 access
          lines for  approximately  $38,000,000  in cash.  On July 20, 2001,  we
          delivered  a  notice  of  termination  for the  remaining  acquisition
          agreements with Qwest.

          Frontier Acquisition
          --------------------
          On July 12, 2000, we announced a definitive agreement to purchase from
          Global  Crossing  Ltd.  100% of the stock of  Frontier  Corp.'s  local
          exchange  carrier  subsidiaries  (Frontier),  which own  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. On June
          29, 2001,  we closed on the  Frontier  acquisition  for  approximately
          $3,368,000,000 in cash, subject to purchase price adjustment.

     We intend to sell all of our public utility services  segments.  On July 2,
     2001, we sold our Louisiana gas  operations for $363.4 million in cash plus
     the assumption of certain  liabilities  and have entered into agreements to
     sell a  substantial  portion of the public  utility  services  segments for
     $1,026,000,000  in cash and $90,000,000 in debt.  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 all of our
          water and  wastewater  operations  to American  Water Works,  Inc. for
          $745,000,000   in  cash  and   $90,000,000  of  assumed  debt.   These
          transactions  are  currently  expected  to close in the second half of
          2001 following regulatory approval.  The contract may be terminated if
          the required approvals are not received by September 30, 2001.

          Electric
          --------
          Our electric  utility  division in Hawaii is under contract to be sold
          to Kauai Island Electric Co-op for  $270,000,000 in cash including the
          assumption of certain  liabilities by the  purchaser.  In August 2000,
          the  Hawaii  Public  Utilities   Commission   denied  the  application
          requesting approval of the purchase by Kauai Island Electric Co-op. We
          are considering a variety of options,  including  filing a request for
          reconsideration  of the  decision,  which  may  include  filing  a new
          application.  Our  agreement  for the  sale of  this  division  may be
          terminated  if  regulatory  approval is not received  before  February
          2002.



<PAGE>

          Gas
          ---
         On July 2, 2001, we sold our gas operations in Louisiana to Atmos
         Energy Corporation for $363,400,000 in cash plus the assumption of
         certain liabilities, subject to purchase price adjustment. In July
         2001, an agreement was signed to sell our Colorado Gas division to
         Kinder Morgan for $11,000,000. This transaction is expected to close in
         the fourth quarter of 2001 following regulatory approval.

     The  GTE  Acquisitions,  the U S WEST  North  Dakota  Acquisition  and  the
     Frontier Acquisition are collectively referred to as the Acquisitions.  All
     of the public  utilities  services  dispositions  (including  those not yet
     under contract) are collectively  referred to as the  Dispositions.  We are
     filing  the  Frontier   financial   statements  and  pro  forma   financial
     information  related to probable and completed  aquisitions for purposes of
     incorporation by reference.

     This Current Report on Form 8-K contains  forward-looking  statements  that
     are subject to risks and  uncertainties  that could cause actual results to
     differ  materially  from those  expressed  or  implied  in the  statements.
     Statements  that are not historical  facts are  forward-looking  statements
     made pursuant to the Safe Harbor Provisions of the Litigation Reform Act of
     1995. In addition, words such as "believes",  "anticipates",  "expects" and
     similar expressions are intended to identify "forward-looking  statements".
     Forward-looking   statements  (including  oral  representations)  are  only
     predictions or statements of current plans,  which we review  continuously.
     All  forward-looking  statements may differ from actual results because of,
     but not limited to,  changes in the local and overall  economy,  changes in
     market  conditions for debt and equity  securities,  the nature and pace of
     technological  changes,  the number and effectiveness of competitors in our
     markets,  success  in  overall  strategy,  changes  in legal or  regulatory
     policy, changes in legislation,  our ability to identify future markets and
     successfully expand existing ones, the mix of products and services offered
     in our target markets, the effects of acquisitions and dispositions and the
     ability to  effectively  integrate  businesses  acquired.  These  important
     factors should be considered in evaluating any statement  contained  herein
     and/or  made by us or on our  behalf.  We do not intend to update or revise
     these forward-looking statements to reflect the occurrence of future events
     or circumstances.



Item 7.  Financial Statements, Exhibits

     (a) Financial Statements of Business Acquired.

     Financial  Statements  of the Frontier  Incumbent  Local  Exchange  Carrier
     Business for the quarter and year to date period ended June 30, 2001.

     (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.


<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: September 17, 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
          -------------------
          On  May  27,  September  21,  and  December  16,  1999,  we  announced
          definitive  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   for   approximately
          $1,171,000,000  in cash.  On June 30, 2000,  we closed on the Nebraska
          purchase  of  approximately  62,200  access  lines  for  approximately
          $205,400,000  in cash.  On August 31, 2000, we closed on the Minnesota
          purchase  of  approximately  142,400  access  lines for  approximately
          $438,900,000  in  cash.  On  November  30,  2000,  we  closed  on  the
          Illinois/Wisconsin  purchase of approximately 112,900 access lines for
          approximately  $303,900,000  in cash.  We expect  that the Arizona and
          California  transactions,  which  are  subject  to  various  state and
          federal  regulatory  approvals,  will close during 2001.  Our expected
          cash requirement to complete the Verizon acquisitions is $222,800,000.

          Qwest  Acquisition
          -------------------
          On June 16, 1999,  we announced a series of  definitive  agreements to
          purchase  from  Qwest  Communications,  formerly  U  S  WEST  (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 $1,650,000,000 in
          cash and the assumption of certain  liabilities.  On October 31, 2000,
          we closed on the North Dakota purchase of approximately  17,000 access
          lines for  approximately  $38,000,000  in cash.  On July 20, 2001,  we
          delivered  a  notice  of  termination  for the  remaining  acquisition
          agreements with Qwest.

          Frontier Acquisition
          --------------------
          On July 12, 2000, we announced a definitive agreement to purchase from
          Global  Crossing  Ltd.  100% of the stock of  Frontier  Corp.'s  local
          exchange  carrier  subsidiaries  (Frontier),  which own  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. On June
          29, 2001,  we closed on the  Frontier  acquisition  for  approximately
          $3,368,000,000 in cash, subject to purchase price adjustment.

     We intend to sell all of our public utility services  segments.  On July 2,
     2001, we sold our Louisiana gas  operations for $363.4 million in cash plus
     the assumption of certain  liabilities  and have entered into agreements to
     sell a  substantial  portion of the public  utility  services  segments for
     $1,026,000,000  in cash and $90,000,000 in debt.  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 all of our
          water and  wastewater  operations  to American  Water Works,  Inc. for
          $745,000,000   in  cash  and   $90,000,000  of  assumed  debt.   These
          transactions  are  currently  expected  to close in the second half of
          2001 following regulatory approval.  The contract may be terminated if
          the required approvals are not received by September 30, 2001.

          Electric
          --------
          Our electric  utility  division in Hawaii is under contract to be sold
          to Kauai Island Electric Co-op for  $270,000,000 in cash including the
          assumption of certain  liabilities by the  purchaser.  In August 2000,
          the  Hawaii  Public  Utilities   Commission   denied  the  application
          requesting approval of the purchase by Kauai Island Electric Co-op. We
          are considering a variety of options,  including  filing a request for
          reconsideration  of the  decision,  which  may  include  filing  a new
          application.  Our  agreement  for the  sale of  this  division  may be
          terminated  if  regulatory  approval is not received  before  February
          2002.


<PAGE>

          Gas
          ---
         On July 2, 2001, we sold our gas operations in Louisiana to Atmos
         Energy Corporation for $363,400,000 in cash plus the assumption of
         certain liabilities, subject to purchase price adjustment. In July
         2001, an agreement was signed to sell our Colorado Gas division to
         Kinder Morgan for $11,000,000. This transaction is expected to close in
         the fourth quarter of 2001 following regulatory approval.

     The  GTE  Acquisitions,  the U S WEST  North  Dakota  Acquisition  and  the
     Frontier Acquisition are collectively referred to as the Acquisitions.  All
     of the public  utilities  services  dispositions  (including  those not yet
     under  contract)  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  prepared the pro forma  financial  information  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  telecommunication  services  and  make  those  services
     incrementally  more  profitable  but can  provide  no  assurance  that such
     economies  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.

     Certain of our regulated  telecommunications  operations are subject to the
     provisions of Statement of Financial  Accounting  Standards  (SFAS) No. 71,
     "Accounting  for the  Effects  of  Certain  Types of  Regulation."  SFAS 71
     requires  regulated entities to record regulatory assets and liabilities as
     a  result  of  actions  of  regulators.  We are  currently  evaluating  the
     continued  applicability  of  SFAS 71 for  these  properties.  We have  not
     accounted for the Acquisitions under SFAS 71.

     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)
                                                                                   Proforma
                                                      Citizens     ---------------------------------------
                                                   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) (2)
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  (2)        4,715,754
Excess cost over net assets acquired                      3,014,751          169,407  (2)        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

Shareholders' equity                                      2,016,196          323,994  (1)        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         56,262  (4)     383,882
                                                   --------------------------------------------------------------     -------------
Income from operations                                       148,432         80,190         9,404        (56,262)         181,764
Investment and other income, net                              13,425         (4,990)            -         50,064  (6)      26,753
                                                                                                         (31,746) (7)
Interest expense                                             134,581         37,482           673        122,727  (8)     264,738
                                                                                                         (30,725) (7)
Convertible preferred dividends                                3,105              -             -              -            3,105
                                                   --------------------------------------------------------------     -------------
Pre-tax income                                                24,171         37,718         8,731       (129,946)         (59,326)
Income tax expense (benefit)                                   9,573         27,985         3,513        (44,076) (9)      (3,005)
                                                   --------------------------------------------------------------     -------------
Income (loss) from continuing operations                 $    14,598      $   9,733      $  5,218      $ (85,870)       $ (56,321)
                                                   ==============================================================     =============
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  (10)
Weighted average shares outstanding -Diluted                 270,237                                      25,156  (10)

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        377,777
                                                   --------------------------------
Income from operations                                     $  55,455     $  126,309
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        (97,192)
Income tax expense (benefit)                                  12,458        (15,463)
                                                   --------------------------------
Income (loss) from continuing operations                   $  25,408     $  (81,729)
                                                   ================================
Carrying cost of equity forward contracts                                    12,647
Income (loss) from continuing operations available
                                                                   -----------------
   to common shareholders                                                $  (94,376)
                                                                   =================

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                         $    (0.32)
Income (loss) from continuing operations
available to common shareholders per diluted share                       $    (0.32)

</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
                                                Citizens       Frontier       GTE      Combined      Qwest
(Amounts in thousands, except per-share       Communications  Acquisition  Minnesota   Entities   North Dakota
 amounts)                                    -----------------------------------------------------------------

<S>                                              <C>           <C>          <C>        <C>           <C>
  Revenue                                        $ 1,802,358   $ 746,302    $ 56,962   $ 121,334     $ 10,632
  Operating expenses                               1,292,950     370,893      23,323      44,188        3,058
  Depreciation and amortization                      387,607     200,669         545      28,712        2,270

                                             -----------------------------------------------------------------
  Income from operations                             121,801     174,740      33,094      48,434        5,304
  Investment and other income, net                     3,350      64,583           -           -            -

  Minority interest                                   12,222           -           -           -            -
  Interest expense                                   187,366      24,067       1,686       2,933            -

  Convertible preferred dividends                      6,210           -           -           -            -
                                             -----------------------------------------------------------------
  Pre-tax income                                     (56,203)    215,256      31,408      45,501        5,304
  Income tax expense (benefit)                       (16,132)    103,417      12,687      18,105        2,007
                                             -----------------------------------------------------------------
  Income (loss) from continuing operations       $   (40,071)  $ 111,839    $ 18,721   $  27,396     $  3,297
                                             =================================================================

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  (3)    1,743,412       526,472     1,216,940
  Depreciation and amortization                      137,874  (4)      770,203        47,857       722,346
                                                      12,526  (5)
                                               --------------    -----------------------------------------
  Income from operations                            (159,400)          223,973        23,494       200,479
  Investment and other income, net                   (26,323) (6)       28,856         5,073        23,783
                                                     (12,754) (7)
  Minority interest                                        -            12,222             -        12,222
  Interest expense                                   301,055  (8)      502,467        36,056       466,411
                                                     (14,640) (7)
  Convertible preferred dividends                          -             6,210             -         6,210
                                               --------------    -----------------------------------------
  Pre-tax income                                    (484,892)         (243,626)       (7,489)     (236,137)
  Income tax expense (benefit)                      (165,272) (9)      (45,188)       (2,417)      (42,771)
                                               --------------    ----------------------------------------
  Income (loss) from continuing operations        $ (319,620)      $  (198,438)    $  (5,072)  $  (193,366)
                                               ==============    =========================================

Weighted average shares outstanding -Basic            25,156  (10)                                 286,900
Weighted average shares outstanding -Diluted          25,156  (10)                                 292,087

Loss from continuing operations per basic share                                                    $ (0.67)
Loss from continuing operations per diluted share                                                  $ (0.67)


</TABLE>

   See Notes to Pro Forma Condensed Financial Statements.


<PAGE>

                Notes to Pro Forma Condensed Financial Statements

(1)  Reflects  the  effect  of  the  sale  of  our  public  utilities   services
     properties, including adjustments for the estimated income taxes due on the
     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 after
     tax gain on the sale.

(2)  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 undertake 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.

(3)  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.

(4)  Reflects  amortization  expense  of the  excess  of cost  over  net  assets
     acquired for the Acquisitions using the straight-line method over a 15 year
     period.  Should the  allocation of such excess of cost over  historical net
     assets acquired differ  significantly from that described in Note 2 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.

     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.

(5)  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.

(6)  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
     Corp. related to a note receivable due from an affiliate of Frontier.  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.

(7)  Represents the  elimination of  intercompany  interest  income  recorded by
     Frontier  Corp.  related  to a note  receivable  due from an  affiliate  of
     Frontier and interest expense recorded by Frontier Corp.  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.

(8)  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.
<PAGE>

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

(10) 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).


<PAGE>

FRONTIER INCUMBENT LOCAL EXCHANGE CARRIER BUSINESSES

COMBINED FINANCIAL STATEMENTS
AS OF JUNE 30, 2000 AND 2001
UNAUDITED


<PAGE>

 FRONTIER INCUMBENT LOCAL EXCHANGE CARRIER BUSINESSES

 COMBINED BALANCE SHEETS
 December 31, 2000
 (in thousands of dollars)




                                                               December 31, 2000
                                                              ------------------
 ASSETS:
     Current assets:
       Cash and cash equivalents                                $    41,550
       Telecommunications accounts receivable, net                  112,955
       Accounts receivable, affiliates                               68,880
       Advances to affiliates                                       311,752
       Materials and supplies                                         1,389
       Deferred income taxes                                          7,618
       Notes receivable, affiliate                                1,031,095
       Prepayments and other                                         32,759
                                                              ------------------
            Total current assets                                  1,607,998
     Property, plant, and equipment, net                          1,052,745
     Goodwill and customer base, net                              1,521,250
     Due from affiliate                                              46,932
     Other assets                                                    18,709
                                                              ------------------
            Total assets                                        $ 4,247,634
                                                              ==================

 LIABILITIES AND SHAREHOLDER'S EQUITY:
     Current liabilities:
       Accounts payable                                         $   102,637
       Accounts payable, affiliates                                 113,606
       Advances from affiliates                                      26,225
       Deferred credits                                               2,997
       Current portion of long-term debt                              3,142
       Accrued income taxes                                          20,508
       Advanced billings                                             11,852
       Notes payable                                              1,000,000
       Other current liabilities                                     16,478
                                                              ------------------
            Total current liabilities                             1,297,445
     Long-term debt, net of current maturities                      116,057
     Notes payable to affiliates                                      4,700
     Deferred income taxes                                          120,124
     Post-retirement benefit obligation                             109,617
     Due to affiliate                                                24,852
     Other long-term liabilities                                      9,063
                                                              ------------------
            Total liabilities                                     1,681,858
                                                              ------------------
     Shareholder's equity:
       Contributed capital                                        2,609,961
       Accumulated deficit                                          (44,185)
                                                              ------------------
            Total shareholder's equity                            2,565,776
                                                              ------------------
            Total liabilities and shareholder's equity          $ 4,247,634
                                                              ==================



The  accompanying  notes to financial  statements  are an integral part of these
balance sheets.

<PAGE>
 FRONTIER INCUMBENT LOCAL EXCHANGE CARRIER BUSINESSES

 COMBINED STATEMENTS OF INCOME
 FOR THE THREE MONTH PERIODS ENDED
 JUNE 30, 2000 AND 2001
 (in thousands of dollars)
 (Unaudited)
<TABLE>
<CAPTION>

                                                            March 31,           March 31,
                                                              2000                2001
                                                             through             through
                                                            June 30,            June 30,
                                                              2000                2001
                                                       ------------------  ------------------

<S>                                                            <C>                 <C>
 Revenues                                                      $ 189,925           $ 195,528
 Costs and expenses:
     Operating expenses                                           85,841             101,372
     Depreciation and amortization                                48,226              52,061
     Taxes other than income taxes                                 8,026               7,013
                                                       ------------------  ------------------
       Total costs and expenses                                  142,093             160,446
                                                       ------------------  ------------------
 Operating income                                                 47,832              35,082
 Interest expense                                                 (1,572)            (15,802)
 Interest income                                                   7,719              21,928
 Equity in earnings on investments in affiliates                    (256)                381
 Other income (expense), net                                        (123)            (12,741)
                                                       ------------------  ------------------
 Income before taxes                                              53,600              28,848
 Income tax expense                                               23,025              24,614
                                                       ------------------  ------------------
 Net income                                                    $  30,575           $   4,234
                                                       ==================  ==================
</TABLE>



The  accompanying  notes to financial  statements  are an integral part of these
statements.

<PAGE>
 FRONTIER INCUMBENT LOCAL EXCHANGE CARRIER BUSINESSES

 COMBINED STATEMENTS OF INCOME
 FOR THE SIX MONTH PERIODS ENDED
 JUNE 30, 2000 AND 2001
 (in thousands of dollars)
 (Unaudited)
<TABLE>
<CAPTION>

                                                           January 1,          January 1,
                                                              2000                2001
                                                             through             through
                                                            June 30,            June 30,
                                                              2000                2001
                                                       ------------------  ------------------

<S>                                                            <C>                 <C>
 Revenues                                                      $ 378,047           $ 387,796
 Costs and expenses:
     Operating expenses                                          173,250             192,533
     Depreciation and amortization                               100,611             103,686
     Taxes other than income taxes                                17,590              11,387
                                                       ------------------  ------------------
       Total costs and expenses                                  291,451             307,606
                                                       ------------------  ------------------
 Operating income                                                 86,596              80,190
 Interest expense                                                 (3,255)            (37,482)
 Interest income                                                  15,467              46,150
 Equity in earnings on investments in affiliates                     233                 762
 Other income (expense), net                                        (677)            (51,902)
                                                       ------------------  ------------------
 Income before taxes                                              98,364              37,718
 Income tax expense                                               46,050              27,985
                                                       ------------------  ------------------
 Net income                                                    $  52,314           $   9,733
                                                       ==================  ==================

</TABLE>


The  accompanying  notes to financial  statements  are an integral part of these
statements.

<PAGE>
 FRONTIER INCUMBENT LOCAL EXCHANGE CARRIER BUSINESSES

 COMBINED STATEMENTS OF CASH FLOWS
 COMBINED STATEMENTS OF INCOME
 FOR THE SIX MONTH PERIODS ENDED
 JUNE 30, 2000 AND 2001
 (in thousands of dollars)
 (Unaudited)
<TABLE>
<CAPTION>
                                                                                        January 1,           January 1,
                                                                                          2000                 2001
                                                                                         Through              Through
                                                                                        June 30,             June 30,
                                                                                          2000                 2001
                                                                                   ------------------   ------------------
 CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                                        <C>                  <C>
     Net income                                                                            $  52,314            $   9,733
                                                                                   ------------------   ------------------
     Adjustments to reconcile net income to net cash provided
       by operating activities:
          Depreciation and amortization                                                      100,611              103,686
          Foreign Exchange Loss                                                                    -               50,064
          Changes in operating assets and liabilities,
            exclusive of impacts of dispositions and acquisitions:
               Accounts receivable                                                             5,062               13,844
               Accounts receivable, affiliates                                                     -               30,427
               Material and supplies                                                            (285)                (464)
               Prepayments and other current assets                                            8,704               12,738
               Deferred and other assets                                                      (7,679)            (191,308)
               Accounts payable                                                              (17,522)             (12,561)
               Accounts payable, affiliates                                                        -              (36,470)
               Long-term liabilities                                                               -                9,090
               Accrued taxes, advanced billings and other liabilities                         51,911              (25,744)
               Post-retirement benefit obligation                                               (996)               1,649
               Deferred income taxes                                                         (19,654)              70,527
                                                                                   ------------------   ------------------
                 Total adjustments                                                           120,152               25,478
                                                                                   ------------------   ------------------
                 Net cash provided by operating activities                                   172,466               35,211
                                                                                   ------------------   ------------------

 CASH FLOWS FROM INVESTING ACTIVITIES:
     Expenditures for property, plant, and equipment                                         (98,902)            (113,387)
     Advances to affiliates                                                                        -            1,095,172
     Transactions with affiliates                                                             79,454                    -
                                                                                   ------------------   ------------------
                 Net cash used in investing activities                                       (19,448)             981,785
                                                                                   ------------------   ------------------

 CASH FLOWS FROM FINANCING ACTIVITIES:
     Repayments of debt                                                                       (1,637)              (6,269)
     Advances from affiliates                                                                      -           (1,026,225)
     Dividends paid                                                                         (129,433)             (23,000)
                                                                                   ------------------   ------------------
                 Cash flows used in financing activities                                    (131,070)          (1,055,494)
                                                                                   ------------------   ------------------

 NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                         21,948              (38,498)

 CASH AND CASH EQUIVALENTS, beginning of period                                               83,842               41,550
                                                                                   ------------------   ------------------

 CASH AND CASH EQUIVALENTS, end of period                                                  $ 105,790            $   3,052
                                                                                   ==================   ==================

 NON-CASH TRANSACTIONS:
     Affiliate transactions                                                                                       (36,711)
     Sale of UCN cellular                                                                                           2,843
     OPEB adjustments                                                                                               6,373
     Equity earnnig adjustments                                                                                       104
     Transfer of fixed assets for sale of ILEC                                                                     27,391

</TABLE>


The  accompanying  notes to financial  statements  are an integral part of these
statements.




<PAGE>

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
------------------------------------------

Description of Business and Organization
----------------------------------------

The  accompanying  combined  financial  statements  include the following wholly
owned subsidiaries of Global Crossing North America ("GCNA"):
<TABLE>
<CAPTION>

<S>                                                      <C>
Frontier Telephone of Rochester, Inc. ("FTR")             Frontier Communications of Seneca-Gorham, Inc.
Frontier Communications of Rochester, Inc.                Frontier Communications of New York, Inc.
Frontier Subsidiary Telco Inc. and Subsidiaries           Frontier Communications of Ausable Valley, Inc.
Frontier Communications of Sylvan Lake, Inc.
</TABLE>

These entities are hereafter  collectively referred to as the Frontier Incumbent
Local Exchange Businesses (the "Company" or the "Frontier ILEC's"). The Frontier
ILEC's,  headquartered in Rochester,  New York, are providers of local telephone
services to customers in 11 states.

Citizens Transaction
--------------------

On July 11,  2000,  GCNA and GCNA's  parent  company,  Global  Crossing  Limited
("GCL"),  signed a Stock  Purchase  Agreement  (the  "Agreement")  with Citizens
Communications  Company ("Citizens") to sell the Frontier ILEC's to Citizens for
$3.65 billion, subject to adjustment under the terms of the Agreement

In February  2001,  the  Agreement  with Citizens was amended to provide for the
transfer of certain assets and liabilities  related to GCNA's qualified  pension
and other postretirement benefits from GCNA to Citizens.  Assets and liabilities
for  virtually  all  retirees  and all  transferring  active  employees  will be
transferred  upon the sale.  GCNA will retain only those  liabilities and assets
associated with certain active nontransferring Global Crossing employees.

In April 2001,  the Agreement  with  Citizens was amended to provide for,  among
other  things,  (i) an  acceleration  of the  anticipated  closing  date for the
transaction,  (ii)  an  adjustment  to the  purchase  price,  which  reflects  a
reduction in the amount of cash to be received by Global  Crossing at closing in
connection with the transaction  from $3.65 billion to $3.5 billion,  subject to
adjustments  concerning  closing date liabilities and working capital  balances,
and (iii) a $100 million  credit,  which will be applied against future services
to be rendered to Citizens over a five year period.

The transaction closed on June 29, 2001.

Principles of Combination
-------------------------

The combined financial  information  includes the companies identified above and
their   majority-owned   subsidiaries   after  elimination  of  all  significant
intercompany transactions. Investments in entities in which the Company does not
have a controlling interest are accounted for using the equity method.



<PAGE>


Basis of Presentation
---------------------

These combined financial  statements  include all adjustments,  which consist of
normal  recurring  accruals  necessary  to present  fairly the  results  for the
interim period shown and should be read in conjunction with our combined audited
financial  statements for the year ended December 31, 2000. Certain  information
and footnote disclosures have been condensed pursuant to Securities and Exchange
Commission  rules and  regulations.  The results of the interim  periods are not
necessarily  indicative  of the  results  for  the  full  year.  Preparation  of
financial statements in conformity with generally accepted accounting principles
requires  management to make estimates and assumptions  that affect the reported
amounts  of assets and  liabilities  and  disclosure  of  contingent  assets and
liabilities at the date of the financial statements, and the reported amounts of
revenues and expenses during the reporting  period.  Actual results could differ
from  those  estimates.  It is the  Company's  policy to  reclassify  prior year
balances to conform to current year presentation.

These  unaudited  combined  interim  financial  statements for the three and six
month  periods  ended June 30,  2001  reflect  certain  adjustments  recorded in
connection  with the Citizen's  transaction and in accordance with the Agreement
discussed above.  Balances  resulting from  transactions  with GCNA and GCL have
been  canceled  and  extinguished,  except for amounts  included in "Advances to
affiliates", which may not be canceled under certain laws.

Adjustments   have  also  been  recorded  to  reflect  certain  tax  assets  and
liabilities to be maintained by GCNA and GCL. Additionally, assets, liabilities,
benefits & expenses related to pension and other  post-retirmement  benefits for
ILEC employees and retirees transfered to Citizens have been recorded.

However,   adjustments   related  to  purchase  accounting  in  accordance  with
Accounting  Principles  Board  Opinion  No.  16  ("Business  Combinations")  and
Statement   of  the   Financial   Accounting   Standards   No.  141,   "Business
Combinations", have not been recorded.

Revenue Recognition
-------------------

The Company derives revenue primarily from charges for local telephone services,
network  access  for  interconnection  of  long  distance  companies,  directory
advertising,  billing  and  collection,  and  other  services  provided  to long
distance companies. The Company also derives revenue from the sale, leasing, and
maintenance  of telephone  equipment  and the sale of enhanced  services such as
voice  mail,   custom   calling   features,   Internet,   and  advanced   number
identification products such as Caller ID. Customers are billed on monthly cycle
dates.   Revenue  is  recognized  as  service  is  provided.   An  estimate  for
uncollectible  accounts is recorded in  operating  expenses.  Unbilled  usage is
accrued.  Certain  revenues  derived  from local  telephone  services are billed
monthly in advance and are  recognized  the  following  month when  services are
provided.  Customers are billed an  activation  fee upon  installation  which is
deferred by the Company and amortized over the estimated  average  customer life
in accordance with Staff Accounting Bulletin No. 101.

Allocation of Corporate Overhead
--------------------------------

The  results of  operations  of the Company  include  allocations  of  corporate
expenses from GCNA. These costs primarily include executive, corporate planning,
legal, tax, human resources,  treasury, corporate communications,  and corporate
accounting  functions.  They are  allocated  to the Company  based on a weighted
average of four factors: employees, revenues, capitalization, and common equity.
Allocations of these corporate mutually beneficial costs is performed on a basis
management considers reasonable.

Other Comprehensive Income
--------------------------

The Company did not have any other comprehensive income in 2000 and 2001.


<PAGE>