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): December 13, 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 for  approximately
     $1,171.0 million in cash. During 2000, we 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 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.  The  operations  of Frontier  are  included  in our  financial
     statements from the date of acquisition.

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  September  30,  2001 and Pro forma  Income
     Statements for the nine months ended  September 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: 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 for  approximately
     $1,171.0 million in cash. During 2000, we 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 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.  The  operations  of Frontier  are  included  in our  financial
     statements from the date of acquisition.

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  approximatley  $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 remaining GTE businesses to be acquired
are not included as the effects are not material.  The  following  unaudited pro
forma  condensed  balance  sheet  information  as of September 30, 2001 has been
prepared  assuming the  Dispositions  not  consummated by September 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 September 30, 2001
                                   (unaudited)

                                                               Citizens          Pro Forma for Acquisitions
                                                            Communications ------------------------------------
(Amounts in thousands)                                        9/30/2001         Adjustments          Adjusted
                                                           -----------------------------------------------------

<S>                                                                <C>          <C>          <C>    <C>
Cash                                                           $     38,922     $ 1,789,336  (1)   $  1,828,258

Accounts receivable, net                                            339,382               -             339,382
Short-term investments                                              141,496               -             141,496
Other current assets                                                 42,844               -              42,844
Assets held for sale                                              1,093,939      (1,093,939) (1)              -
Assets of discontinued operations                                   743,238        (743,238) (1)              -
                                                           ---------------------------------    ----------------
  Total current assets                                            2,399,821         (47,841)          2,351,980

Net property, plant & equipment                                   4,537,291               -           4,537,291

Goodwill                                                            490,012               -             490,012
Customer Lists and other                                            195,243               -             195,243
Excess cost over net assets acquired                              2,179,199               -           2,179,199
                                                           ---------------------------------    ----------------
  Intangibles                                                     2,864,454               -           2,864,454

Investments                                                         117,124               -             117,124
Deferred debits and other assets                                    466,441               -             466,441
                                                           ---------------------------------    ----------------
    Total assets                                               $ 10,385,131     $   (47,841)       $ 10,337,290
                                                           =================================    ================


Long-term debt due within one year                             $    155,967     $         -        $    155,967
Accounts payable and other current liabilities                      516,520         147,691  (1)        664,211
Liabilities related to assets held for sale                         214,090        (214,090) (1)              -
Liabilities of discontinued operations                              219,568        (219,568) (1)              -
                                                           ---------------------------------    ----------------
  Total current liabilities                                       1,106,145        (285,967)            820,178

Deferred income taxes                                               408,975               -             408,975
Customer advances for construction
  and contributions in aid of construction                          206,332               -             206,332
Deferred credits and other liabilities                              232,702               -             232,702
Equity units                                                        460,000               -             460,000
Long-term debt                                                    5,783,591                           5,783,591
                                                           ---------------------------------    ----------------
   Total liabilities                                              8,197,745        (285,967)          7,911,778

Company Obligated Mandatorily Redeemable
 Convertible Preferred Securities *                                 201,250               -             201,250

Common stock, $.25 par value (600,000,000 authorized shares,
280,036,000 issued shares and 292,344,000 outstanding shares)        73,086               -              73,086
Additional paid-in capital                                        1,936,607               -           1,936,607
Retained earnings                                                   238,179         238,126  (1)        476,305
Accumulated other comprehensive income (loss)                       (59,147)              -             (59,147)
Treasury stock                                                     (202,589)              -            (202,589)
                                                           ---------------------------------    ----------------
   Total shareholders' equity                                     1,986,136         238,126           2,224,262

                                                           ---------------------------------    ----------------
    Total liabilities and shareholders' equity                 $ 10,385,131     $   (47,841)       $ 10,337,290
                                                           =================================    ================
</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
                         Pro Forma Income Statement Data
                  For the nine months ended September 30, 2001
                                   (unaudited)
<TABLE>
<CAPTION>
                                                                                                          Elimination
                                                                              Pro Forma for Acquisitions  of Gas and
                                                      Citizens    Frontier(2) --------------------------   Electric       Total
(Amounts in thousands - except per-share amounts) Communications  Acquisition   Adjustments     Adjusted  Operations    Pro Forma
                                                  ---------------------------------------------------------------------------------

<S>                                                 <C>          <C>         <C>             <C>          <C>          <C>
  Revenue                                           $ 1,791,144  $ 387,796   $       -       $ 2,178,940  $ 534,501    $ 1,644,439
  Operating expenses                                  1,140,079    203,920           -         1,343,999    457,089        886,910
  Depreciation and amortization                         413,734    103,686      50,615   (4)     568,035      6,592        561,443
  Restructuring charge                                   13,002          -           -            13,002          -         13,002
  Acquisition assimilation expenses                      17,665          -           -            17,665          -         17,665
                                                  ---------------------------------------------------------------------------------
  Income from operations                                206,664     80,190     (50,615)          236,239     70,820        165,419
  Investment and other income, net                       16,495     (4,990)     50,064   (6)      29,823      2,073         27,750
                                                                               (31,746)  (7)
  Gain on sale of Louisiana gas operations              139,304          -           -           139,304          -        139,304
  Interest expense                                      258,033     37,482     145,341   (8)     410,131     26,996        383,135
                                                                               (30,725)  (7)
  Income tax expense (benefit)                           49,183     27,985     (56,238)  (9)      20,930     17,120          3,810
  Convertible preferred dividends                         4,658                                    4,658          -          4,658
                                                  ---------------------------------------------------------------------------------
  Income (loss) from continuing operations          $    50,589  $   9,733   $ (90,675)      $   (30,353) $  28,777    $   (59,130)
                                                  =================================================================================

Carrying cost of equity forward contracts                13,650                                                             13,650
                                                  --------------                                                        -----------
Income (loss) from continuing opertions
  available to common shareholders                  $    36,939                                                         $  (72,780)
                                                  ==============                                                        ===========


Weighted average shares outstanding -Basic              271,346                                                            271,346
Weighted average shares outstanding -Diluted            278,287                                                            278,287

  Income (loss) from continuing operations
    per basic share                                 $      0.14                                                        $    (0.27)
  Income (loss) from continuing operations
    per diluted share                               $      0.13                                                        $    (0.27)
</TABLE>



             See Notes to Pro Forma Condensed Financial Statements.


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

<TABLE>
<CAPTION>

                                                                             Acquisitions (2)
                                                         -------------------------------------------------
                                                                                   GTE                    Pro Forma for Acquisitions
                                           Citizens      Frontier       GTE     Nebraska and     Qwest    --------------------------
                                        Communications  Acquisition  Minnesota    Illinois    North Dakota  Adjustments   Adjusted
                                       --------------------------------------------------------------------------------  -----------
(Amounts in thousands, except
 per-share amounts)

<S>                                      <C>           <C>          <C>         <C>          <C>         <C>            <C>
  Revenue                                $ 1,802,358   $ 746,302    $ 56,962    $ 77,570     $ 10,632    $        -     $ 2,693,824
  Operating expenses                       1,292,950     370,893      23,323      27,494        3,058        9,000  (3)   1,726,718
  Depreciation and amortization              387,607     200,669         545      17,087        2,270      126,581  (4)     747,285
                                                                                                            12,526  (5)
                                        ---------------------------------------------------------------------------    -------------
  Income from operations                     121,801     174,740      33,094      32,989        5,304     (148,107)         219,821
  Investment and other income, net             3,350      64,583           -           -            -      (26,323) (6)      28,856
                                                                                                           (12,754) (7)
  Minority interest                           12,222           -           -           -            -            -           12,222
  Interest expense                           187,366      24,067       1,686       1,716            -      301,055  (8)     501,250
                                                                                                           (14,640) (7)
  Convertible preferred dividends              6,210           -           -           -            -            -            6,210
                                        ---------------------------------------------------------------------------    -------------
  Pre-tax income                             (56,203)    215,256      31,408      31,273        5,304     (473,599)        (246,561)
  Income tax expense (benefit)               (16,132)    103,417      12,687      12,393        2,007     (199,434) (9)     (85,062)
                                        ---------------------------------------------------------------------------    -------------
  Income (loss) from continuing
     operations                          $   (40,071)  $ 111,839    $ 18,721    $ 18,880     $  3,297   $ (274,165)     $  (161,499)
                                        ===========================================================================    =============

Weighted average shares outstanding:
      Basic                                  261,744                                                        25,156  (10)
      Diluted                                266,931                                                        25,156  (10)

Loss from continuing operations per
share:
      Basic                              $     (0.15)
      Diluted                            $     (0.15)


                                       Elimination of
                                      Gas and Electric    Total
                                        Operations      Proforma
                                      ---------------------------
(Amounts in thousands, except
 per-share amounts)

  Revenue                                 $ 597,823   $ 2,096,001
  Operating expenses                        526,472     1,200,246
  Depreciation and amortization              47,857       699,428

                                       --------------------------
  Income from operations                     23,494       196,327
  Investment and other income, net            5,073        23,783

  Minority interest                               -        12,222
  Interest expense                           36,056       465,194

  Convertible preferred dividends                 -         6,210
                                       ---------------------------
  Pre-tax income                             (7,489)     (239,072)
  Income tax expense (benefit)               (2,417)      (82,645)
                                       ---------------------------
  Income (loss) from continuing
     operations                            $ (5,072)   $ (156,427)
                                       ===========================

Weighted average shares outstanding:
      Basic                                               286,900
      Diluted                                             292,087

Loss from continuing operations per
share:
      Basic                                            $   (0.55)
      Diluted                                          $   (0.55)

</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  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  acquisition  by Citizens.  The results
     after the  acquisitions  by Citizens are  included in Citizens'  historical
     results.

(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)  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
     nine months ended  September 30, 2001 and the year ended  December 31, 2000
     was $128.9 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.

     The following table details the amortization adjustment for the year ended
     December 31, 2000 and the nine months ended September 30, 2001:


    ($ in thousands)                        For the year         For the nine
                                               ended             months ended
                                          December 31, 2000   September 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 nine months
     ended  September  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 nine  months  ended  September  30,  2001,  respectively,  are
     reflected in the table above.

(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 classified as 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 nine  months  ended  September  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.

(7)  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.

(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.

(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).