SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 ---------------

                                   SCHEDULE TO

                       (Amendment No. 2 - Final Amendment)

            TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                                 ---------------

                            ELECTRIC LIGHTWAVE, INC.
                       (NAME OF SUBJECT COMPANY) (ISSUER)

                              ELI ACQUISITION, INC.
                        (NAME OF FILING PERSON) (OFFEROR)

                         CITIZENS COMMUNICATIONS COMPANY
                        (NAME OF FILING PERSON) (OFFEROR)

                COMMON STOCK, CLASS A, PAR VALUE $0.01 PER SHARE
                         (TITLE OF CLASS OF SECURITIES)

                                 CUSIP 284895109
                      (CUSIP NUMBER OF CLASS OF SECURITIES)

                                  JERRY ELLIOTT
                         CITIZENS COMMUNICATIONS COMPANY
                                3 HIGH RIDGE PARK
                           STAMFORD, CONNECTICUT 06905
                                 (203) 614-5600

            (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
       TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF FILING PERSONS)
                                 WITH A COPY TO:

                              DAVID KROENLEIN, ESQ.
                                WINSTON & STRAWN
                                 200 PARK AVENUE
                            NEW YORK, NEW YORK 10166
                                 (212) 294-6700

                                 ---------------

<PAGE>


                            CALCULATION OF FILING FEE

Transaction Valuation(1):   $8,098,059   Amount of Filing Fee(2): $745

(1)  For purposes of calculating fee only. This calculation assumes the purchase
     of 11,568,656 shares of Class A common stock, par value $.01 per share (the
     "Shares"),  of Electric  Lightwave,  Inc., at a purchase price of $0.70 per
     Share,  net to the  seller  in cash.  Such  number of  Shares  assumes  (i)
     7,843,452  Shares  outstanding  (excluding  Shares already held by Citizens
     Communications  Company and its subsidiaries) as of March 31, 2002 and (ii)
     the exercise of up to 3,725,204 options to purchase Shares,  exercisable on
     or prior to the expected consummation of the tender offer.

(2)  The amount of the filing fee,  calculated  in  accordance  with  Regulation
     240.0-11  under the  Securities  Exchange Act of 1934, as amended,  and Fee
     Rate  Advisory  No.  8 of  2002  issued  by  the  Securities  and  Exchange
     Commission on January 16, 2002.

/X/  Check  the  box if any  part  of the  fee is  offset  as  provided  by Rule
     0-11(a)(2)  and  identify  the  filing  with which the  offsetting  fee was
     previously  paid.  Identify the previous filing by  registration  statement
     number, or the Form or Schedule and the date of its filing.

     Amount Previously Paid:       $745
     Form or Registration No.:   005-52625
     Filing Party:   Citizens Communications Company and ELI Acquisition, Inc.
     Date Filed:       May 20, 2002

/ /  Check the box if the filing  relates solely  to preliminary  communications
     made before the commencement of a tender offer. Check the appropriate boxes
     below to designate any transactions to which the statement relates:

         / /    third-party tender offer subject to Rule 14d-1.
         /X/    issuer tender offer subject to Rule 13e-4.

         /X/    going-private transaction subject to Rule 13e-3.
         / /    amendment to Schedule 13D under Rule 13d-2.

         Check the following box if the filing is a final  amendment  reporting
         the results of the tender offer: / X/


<PAGE>


     ELI  Acquisition,  Inc.,  a  Delaware  corporation  (the  "Purchaser")  and
Citizens Communications Company ("Citizens"), a Delaware corporation,  amend and
supplement  their  Tender Offer  Statement  on Schedule TO and  Schedule  13E-3,
initially  filed on May 20,  2002,  as amended by  Amendment  No. 1 thereto (the
"Schedule TO"), with respect to the Purchaser's  offer to purchase (the "Offer")
all of the issued and  outstanding  shares of Class A common  stock of  Electric
Lightwave,  Inc. ("ELI") that Citizens and its subsidiaries do not currently own
(the  "Shares"),  as set  forth  in  this  Amendment  No.  2.  Unless  otherwise
indicated,  all  capitalized  terms used but not otherwise  defined herein shall
have the meanings given to such terms in the Schedule TO.

ITEMS 8, 11 AND 13.

Items 8, 11 and 13 of the  Schedule  TO,  which  incorporate  by  reference  the
information contained in the Offer to Purchase, are hereby amended as follows:

     The Offer expired by its terms at midnight,  New York City time, on Monday,
June 17, 2002.  Citizens estimates that 6,346,451 Shares,  including  guaranteed
deliveries,  were tendered. The tendered Shares combined with the Shares already
owned by Citizens  and its  subsidiaries  represent  approximately  95.5% of the
outstanding  shares of ELI's Class A common  stock.  Citizens  has  accepted for
payment  all  validly  tendered  Shares  and will  make  prompt  payment  to the
Depositary for the accepted shares. The full text of the press release issued by
Citizens  announcing  the  completion of the Offer is attached as Exhibit (a)(8)
hereto and incorporated by reference herein.

ITEM 12.

     Item  12 of the  Schedule  TO is  hereby  amended  by the  addition  of the
following exhibit thereto:

         (a)(8)    Press Release issued by Citizens dated June 18, 2002.




<PAGE>


                                    SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this Statement is true, complete and correct.

                           ELI ACQUISITION, INC.

                           By: /s/    Donald B. Armour
                               -----------------------------------------
                               Name:  Donald B. Armour
                               Title: Vice President and Secretary

                           CITIZENS COMMUNICATIONS COMPANY

                           By: /s/    Donald B. Armour
                               -----------------------------------------
                               Name:  Donald B. Armour
                               Title: Vice President, Finance and Treasurer


Date: June 18, 2002



<PAGE>


                                  EXHIBIT INDEX



Exhibit                                  Description

(a)(8)          Press Release issued by Citizens dated June 18, 2002.


<PAGE>

Exhibit (a)(8)
                                                   Citizens Communications
                                                   3 High Ridge Park
                                                   Stamford, CT  06905
                                                   203.614.5600
                                                   Web site: www.czn.net
-------------------------------------------------------------------------------
FOR IMMEDIATE RELEASE

Contact:
Brigid Smith
Assistant Vice President
Corporate Communications
203.614.5042
bsmith@czn.com


                            CITIZENS COMPLETES OFFER
              FOR ELECTRIC LIGHTWAVE, INC. AND WILL REPAY BANK DEBT


STAMFORD,  Conn., June 18, 2002 -- Citizens  Communications  Company (NYSE: CZN)
today announced the successful  completion of its cash tender offer at $0.70 per
share for all of the outstanding publicly held Class A common shares of Electric
Lightwave,  Inc. ("ELI") that Citizens does not own. In addition,  Citizens will
prepay all $400  million  outstanding  under ELI's bank  facility and cancel all
commitments thereunder by the end of June, 2002.

The Offer expired by its terms at midnight,  New York City time, on Monday, June
17,  2002.  Citizens  estimates  that  6,346,451  Shares,  including  guaranteed
deliveries, were tendered. The tendered Shares, combined with the Shares already
owned by Citizens and its subsidiaries,  represent approximately 95.5 percent of
the outstanding shares of ELI's Class A common stock.  Citizens has accepted for
payment  all  validly  tendered  Shares  and will  make  prompt  payment  to the
Depositary for the accepted shares.

Citizens  expects to complete a  "short-form"  merger in which ELI will become a
wholly owned, not publicly traded  subsidiary of Citizens.  In the merger,  each
share of ELI common  stock that was not  tendered,  other than  shares  owned by
Citizens and its  subsidiaries  and stockholders  validly  exercising  appraisal
rights under  Delaware law,  will be converted  into a right to receive $0.70 in
cash without interest.  Completion of the merger is expected by the end of June,
2002.

About Citizens Communications Company
Citizens Communications provides wireline communications services to 2.5 million
telephone  access lines in 24 states.  It was the seventh  largest  local access
telephone  provider in the United  States as of December 31,  2001.  The company
also provides  competitive  local exchange services in the West through Electric
Lightwave,  Inc. In addition,  the company provides natural gas transmission and
distribution and electric transmission and distribution to customers in Arizona,
Hawaii and Vermont.  The company  plans to divest these  utility  operations  to
focus upon  telecommunications.  More information about Citizens can be found at
www.czn.net.

                                      ###