UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 SCHEDULE 13D/A

                                (Amendment No. 8)

                   Under the Securities Exchange Act Of 1934*

                            Electric Lightwave, Inc.
                           ---------------------------
                                (Name of Issuer)

                      Class A Common Stock, par value $.01
         ---------------------------------------------------------------
                         (Title of Class of Securities)

                                    284895109
                                   -----------
                                 (CUSIP Number)

                               Scott N. Schneider
                         Citizens Communications Company
                              Three High Ridge Park
                               Stamford, CT 06905

                                 (203) 614-5600
         ---------------------------------------------------------------
                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)

                                 August 24, 2001
                              ---------------------
                          (Date of Event which Requires
                            Filing of This Statement)

     If the filing  person has  previously  filed a statement on Schedule 13G to
     report the  acquisition  that is the subject of this  Schedule  13D, and is
     filing this  schedule  because of Sections  240.13d-1(e),  240.13d-1(f)  or
     240.13d-1(g), check the following box. [ ]

     NOTE:  Schedules  filed in paper format shall include a signed original and
     five copies of the schedule, including all exhibits. See Rule 240.13d-7 for
     other parties to whom copies are to be sent.

     * The  remainder  of this cover  page  shall be filled out for a  reporting
     person's  initial  filing on this form with respect to the subject class of
     securities,  and for any subsequent amendment containing  information which
     would alter disclosures provided in a prior cover page.

     The  information  required on the remainder of this cover page shall not be
     deemed to be  "filed"  for the  purpose  of  Section  18 of the  Securities
     Exchange  Act of 1934 ("Act") or otherwise  subject to the  liabilities  of
     that section of the Act but shall be subject to all other provisions of the
     Act (however, see the Notes).

<PAGE>

                                 SCHEDULE 13D/A

CUSIP No. 284895109

--------------------------------------------------------------------------------
1.   NAMES OF REPORTING PERSONS
     S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

         Citizens Communications Company
         06-0619596

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

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
                                                                        (a) [X]
                                                                        (b) [ ]

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

3.   SEC USE ONLY

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

4.   SOURCE OF FUNDS (SEE INSTRUCTIONS)

         WC

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

5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
     TO ITEMS 2(d) or 2(e)                                                  [ ]

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

6.   CITIZENSHIP OR PLACE OF ORGANIZATION

         Delaware

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

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH PERSON WITH:

7.   SOLE VOTING POWER
         0

8.   SHARED VOTING POWER
         27,571,332

9.   SOLE DISPOSITIVE POWER
         0

10.  SHARED DISPOSITIVE POWER
         27,571,332

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

11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

         27,571,332

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

12.  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
     (SEE INSTRUCTIONS)                                                     [X]
<PAGE>

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

13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

         77.94%

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

14.  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

         HC





                                 SCHEDULE 13D/A

CUSIP No. 284895109
--------------------------------------------------------------------------------

1.   NAMES OF REPORTING PERSONS
     S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

         CUCapital Corp.
         06-115687

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

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
                                                                        (a) [X]
                                                                        (b) [ ]

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

3.   SEC USE ONLY

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

4.   SOURCE OF FUNDS (SEE INSTRUCTIONS)

         WC

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

5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
     TO ITEMS 2(d) or 2(e)                                                  [ ]

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

6.   CITIZENSHIP OR PLACE OF ORGANIZATION

         Delaware

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

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH PERSON WITH:

7.   SOLE VOTING POWER
         0

8.   SHARED VOTING POWER
         27,571,332
<PAGE>

9.   SOLE DISPOSITIVE POWER
         0

10.  SHARED DISPOSITIVE POWER
         27,571,332

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

11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

         27,571,332

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

12.  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
     (SEE INSTRUCTIONS)                                                     [X]

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

13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

         77.94%

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

14.  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

         CO


<PAGE>



ITEM 1.    SECURITY AND ISSUER.

     The classes of equity  securities  to which this  statement  relates is the
Class A Common  Stock,  par value $.01 (the "Class A Common  Stock") of Electric
Lightwave, Inc., a Delaware corporation ("ELI"). The principal executive offices
of ELI are 3 High Ridge Park, Stamford, Connecticut 06905.

ITEM 2.    IDENTITY AND BACKGROUND.

     (a)  This   statement   is  being   filed   jointly  by  each  of  Citizens
Communications Company ("Citizens") and CUCapital Corp.  ("CUCapital") (Citizens
and CUCapital are collectively  referred to herein as the "Reporting  Persons").
Each of Citizens and CUCapital is a corporation  organized under the laws of the
state of Delaware. The principal business of Citizens is wireline communications
services  primarily  to rural  areas,  small and medium  sized  cities and towns
throughout the United States as an incumbent  local exchange  carrier.  Citizens
also  provides  public  services   including   natural  gas   transmission   and
distribution,  electric transmission and distribution and water distribution and
wastewater   treatment  services  to  primarily  rural  and  suburban  customers
throughout the United States.  CUCapital is a holding company and a wholly-owned
subsidiary of Citizens.  The principal address for each of the Reporting Persons
is 3 High Ridge Park, Stamford, CT 06905.

     (d) Convictions. Neither of the Reporting Persons has, during the last five
years, been convicted in a criminal proceeding.

     (e) Civil  Proceedings.  Neither of the Reporting  Persons has,  during the
last  five  years,  been  a  party  to  a  civil  proceeding  of a  judicial  or
administrative body of competent jurisdiction and as a result of such proceeding
was or is  subject  to a  judgment,  decree  or  final  order  enjoining  future
violations  of, or  prohibiting  or mandating  activities  subject to federal or
state securities law or finding any violation with respect to such laws.

     Unless otherwise  specified herein,  (a) the principal business address for
each of the directors and executive officers of each of the Reporting Persons is
c/o Citizens  Communications Company, 3 High Ridge Park, Stamford, CT 06905, (b)
none of the directors or executive  officers of either of the Reporting  Persons
has been convicted in a criminal  proceeding in the last five years, (c) none of
the directors or executive  officers of either of the Reporting Persons has been
party to a civil proceeding  involving United States federal or state securities
laws during the last five years and (d) the citizenship of each of the directors
and executive officers of each of the Reporting Persons is the United States.

Directors of Citizens:

1.   Norman I. Botwinik. Mr. Botwinik is retired.

2.   Aaron I. Fleischman.  Mr.  Fleischman is a Senior Partner of Fleischman and
     Walsh,  L.L.P.,  a  Washington,  DC law firm  specializing  in  regulatory,
     corporate-securities,    legislative    and    litigation    matters    for
     telecommunications, regulated utility and transportation companies.

3.   Rudy J. Graf.  Mr. Graf is the Vice  Chairman of the Board,  President  and
     Chief Operating Officer of Citizens.

4.   Stanley Harfenist. Mr. Harfenist is retired.

5.   Andrew N. Heine. Mr. Heine is a private investor.

6.   Scott N.  Schneider.  Mr.  Schneider  is the Vice  Chairman  of the  Board,
     Executive Vice President and Chairman of Citizens Capital Ventures.

7.   John L.  Schroeder.  Mr.  Schroeder  is a Director of Morgan  Stanley  Dean
     Witter Funds, an investment company.

8.   Robert D. Siff. Mr. Siff is retired.
<PAGE>

9.   Robert A.  Stanger.  Mr.  Stanger is the  Chairman  of Robert A.  Stanger &
     Company, an investment banking and consulting services company.

10.  Edwin  Tornberg.  Mr.  Tornberg  is the  President  and  Director  of Edwin
     Tornberg & Company, a brokerage,  management  consultant and appraisal firm
     serving the communications industry.

11.  Claire L. Tow. Ms. Tow is retired.

12.  Leonard  Tow.  Dr.  Tow is the  Chairman  of the Board and Chief  Executive
     Officer of Citizens.

Executive Officers of Citizens:

1.   Leonard  Tow.  Dr.  Tow is the  Chairman  of the Board and Chief  Executive
     Officer of Citizens.

2.   Rudy J. Graf.  Mr. Graf is the Vice  Chairman of the Board,  President  and
     Chief Operating Officer of Citizens.

3.   Scott N.  Schneider.  Mr.  Schneider  is the Vice  Chairman  of the  Board,
     Executive Vice President and Chairman of Citizens Capital Ventures.

4.   Donald B. Armour.  Mr. Armour is the Vice President,  Finance and Treasurer
     of Citizens.

5.   Robert  Braden.  Mr. Braden is the President and Chief  Operating  Officer,
     Electric Lightwave Sector of Citizens.

6.   John H. Casey, III. Mr. Casey is the President and Chief Operating Officer,
     ILEC Sector of Citizens.

7.   Michael G.  Harris.  Mr.  Harris is the Vice  President,  Chief  Technology
     Officer of Citizens.

8.   Edward O. Kipperman. Mr. Kipperman is the Vice President, Tax of Citizens.

9.   Robert J. Larson.  Mr. Larson is the Vice  President  and Chief  Accounting
     Officer of Citizens.

10.  Daniel J. McCarthy.  Mr. McCarthy is the Vice President and Chief Operating
     Officer, Public Service Sector of Citizens.

11.  L. Russell Mitten.  Mr. Mitten is the Vice  President,  General Counsel and
     Secretary of Citizens.

12.  Martin Mucci. Mr. Mucci is the Vice President and Chief Operating  Officer,
     Frontier/Citizens Telephone Companies.

13.  Richard Reice. Mr. Reice is the Vice President,  Human Resources, Labor and
     Employment Law of Citizens.

14.  Livingston E. Ross. Mr. Ross is the Vice President,  Reporting and Audit of
     Citizens.

15.  Steven D. Ward. Mr. Ward is the Vice President,  Chief Information  Officer
     of Citizens.

16.  Michael Zarella. Mr. Zarella is the Vice President, Business Development of
     Citizens.


Directors of CUCapital:
----------------------

1.   Peter C. Fulweiler.  Mr.  Fulweiler is the Director and Manager of Delaware
     Holding Company Services at PNC Bank in Delaware.

2.   Rudy J. Graf.  Mr. Graf is the Vice  Chairman of the Board,  President  and
     Chief Operating Officer of Citizens.
<PAGE>

3.   Scott N.  Schneider.  Mr.  Schneider  is the Vice  Chairman  of the  Board,
     Executive Vice President and Chairman of Citizens Capital Ventures.

4.   Leonard Tow. Dr. Tow is Chairman of the Board and Chief  Executive  Officer
     of Citizens.

Executive Officers of CUCapital:

1.   Scott  N.  Schneider.  Mr.  Schneider  is  the  Chairman  of the  Board  of
     CUCapital.

2.   Rudy J. Graf. Mr. Graf is the President of CUCapital.

3.   Robert J. Larson.  Mr. Larson is the Vice  President  and Chief  Accounting
     Officer of CUCapital.

4.   Donald  B.  Armour.  Mr.  Armour is the Vice  President  and  Treasurer  of
     CUCapital.

5.   L. Russell Mitten. Mr. Mitten is the Secretary of CUCapital.

6.   Virginia Coogle. Ms. Coogle is the Assistant Secretary of CUCapital.

ITEM 3.    SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

     The  shares of Class A Common  Stock  held by the  Reporting  Persons  were
converted by  CUCapital  from shares of ELI's Class B Common Stock (the "Class B
Common Stock").  The Class B Common Stock was not registered under Section 12 of
the Act, and was not publicly traded. Each share of the Class B Common Stock was
convertible  into the Class A Common  Stock on a one for one basis.  No purchase
price was paid for the conversion by CUCapital, and thus no part of the purchase
price was  represented  by funds or other  consideration  specially  borrowed or
otherwise specifically obtained for the purpose of acquiring,  holding, trading,
or voting the securities.

ITEM 4.    PURPOSE OF TRANSACTION.

     ELI filed an application for listing its Class A Common Stock on the Nasdaq
SmallCap  Market  because ELI no longer met the  criteria  for  inclusion on the
Nasdaq National Market System.  As a part of that application  process CUCapital
converted 25,283,688 shares of ELI's Class B Common Stock that it owned into the
same number of shares of its Class A Common Stock. The Reporting Persons have no
present plans or proposals  that relate to or would result in any of the actions
enumerated  in Item 4 of Schedule  13D,  although  they reserve the right to buy
additional securities of ELI or sell securities of ELI from time to time.

ITEM 5.    INTEREST IN SECURITIES OF THE ISSUER.

     (a) As of August 24,  2001,  CUCapital  is the direct  beneficial  owner of
27,571,332  shares of Class A Common Stock,  which in the  aggregate  constitute
approximately  78.78% of the outstanding  shares of the Class A Common Stock. As
the  sole  shareholder  of  CUCapital,  Citizens  may also be  deemed  to be the
beneficial owner of such shares.

     (b) Citizens and CUCapital have shared power to vote or direct the vote and
disposition  of  27,571,332  shares of Class A Common  Stock  directly  owned by
CUCapital as described in paragraph (a) above.

     (c)  CUCapital  converted  25,283,688  shares of Class B Common  Stock into
25,283,688 shares of Class A Common Stock on a one for one basis.

     (d) To the best knowledge of each Reported Person, no other person is known
to have the right to  receive or the power to direct  the  receipt of  dividends
from, or the proceeds from the sale of the Class A Common Stock.

     (e) Not applicable.
<PAGE>

 ITEM 6.   CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
           TO SECURITIES OF THE ISSUER.

     To the best  knowledge of the  Reporting  Persons,  there are no contracts,
arrangements,  understandings  or  relationships  (legal or otherwise) among the
persons  named in Item 2 and between such persons and any person with respect to
any securities of the issuer, including but not limited to transfer or voting of
any  of  the  securities,   finder's  fees,  joint  ventures,   loan  or  option
arrangements,  put or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies.

ITEM 7.    MATERIAL TO BE FILED AS EXHIBITS.

         Not applicable.


<PAGE>



                                    SIGNATURE

     After  reasonable  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.


                         CITIZENS COMMUNICATIONS COMPANY

                         By:  /s/ Robert J. Larson
                             -----------------------

                              Name:  Robert J. Larson
                              Title: Vice President and
                                     Chief Accounting Officer

                         CUCAPITAL CORP.

                         By:   /s/ Robert J. Larson
                              -----------------------

                               Name:  Robert J. Larson
                               Title: Vice President and
                                      Chief Accounting Officer