UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 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 14, 2005
                                                       -------------------------

                         Citizens Communications Company
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             (Exact name of registrant as specified in its charter)

                                    Delaware
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                 (State or other jurisdiction of incorporation)

          001-11001                                     06-0619596
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    (Commission File Number)                  (IRS Employer Identification No.)


  3 High Ridge Park, Stamford, Connecticut                        06905
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  (Address of principal executive offices)                      (Zip Code)

                                 (203) 614-5600
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              (Registrant's telephone number, including area code)

                           No change since last report
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         (Former name or former address, if changed since last report.)

     Check the  appropriate  box below if the Form 8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

     |_| Written communications pursuant to  Rule 425 under the  Securities  Act
         (17 CFR 230.425)

     |_| Soliciting material pursuant to Rule 14a-12 under the Exchange  Act (17
         CFR 240.14a-12)

     |_| Pre-commencement  communications  pursuant to  Rule 14d-2(b) under  the
         Exchange Act (17 CFR 240.14d-2(b))

     |_| Pre-commencement  communications  pursuant to Rule 13e-4(c)  under  the
         Exchange Act (17 CFR 240.13e-4(c))

<PAGE>

Item 1.01 Entry into a Material Definitive Agreement.
          -------------------------------------------

(a)  On December 14, 2005,  the  Compensation  Committee  (the  "Committee")  of
     Citizens  Communications  Company  (the  "Company")  approved  the Citizens
     Incentive Plan (the "Plan") for fiscal year 2006. The Plan assigns  certain
     target  amounts of incentive  compensation  for each career band for exempt
     and  non-exempt  full time  employees  eligible to participate in the Plan,
     except that in the case of senior executive  officers,  the targets are set
     for each position.

     The Committee  determined  that the cash incentive  awards to executive and
     non-executive  employees under the Plan would be based upon the achievement
     of  specific  goals  that  relate to the  Company's  people,  products  and
     profitability.  The people goals include hiring and retaining employees and
     reinforcing the Company's performance culture through identified means. The
     product  goals  include  improving and  simplifying  the Company's  service
     delivery  infrastructure,  driving product sales in certain specified areas
     and  developing  and  implementing  new products.  The profit goals include
     exceeding certain financial  targets,  including those for revenue,  EBITDA
     and free cash flow, increasing customer product revenue in identified areas
     and retaining the Company's customer base.

     The  actual  bonuses  payable  for  fiscal  year  2006 (if any)  will  vary
     depending on the extent to which actual  performances meet, exceed, or fall
     short of the goals and  criteria set by the  Committee  but will not exceed
     120% of target.  In addition,  the Company's  management  and the Committee
     retain the  discretion  to  increase,  reduce or  eliminate  any bonus that
     otherwise might be payable to any individual based on actual performance as
     compared to pre-established goals.

(b)  On  December  15,  2005,  the  Board  of  Directors  voted  to  change  the
     non-employee director compensation as follows:

          (1)  Increase the annual retainer fee paid to each of its non-employee
               Directors from $30,000 or a number of stock units to $40,000 or a
               number of stock  units.  Payment of the  retainer fee was changed
               from  annually,  in  advance,  to equal  quarterly  installments,
               payable  on the first day of each  quarter.  Each  director  must
               irrevocably  elect by  December  31 of the prior year  whether to
               receive his or her retainer in cash or units.

          (2)  Reduce  the  fee  payable  for  telephonic  board  and  committee
               meetings to $1,000 from  $2,000.  The fee may, at the election of
               the director  made before  December 31 of the prior year, be paid
               in cash or stock units.  The fee for regular  board and committee
               meetings was not changed and continues to be $2,000.

          (3)  Eliminate the provision of the Non-Employee  Directors'  Deferred
               Fee Equity Plan,  that  provides a director who elects to receive
               all or a portion of his meeting  and/or  committee  chair fees in
               stock units will receive an increase in the number of stock units
               allocated  to  him or her if the  average  of the  high  and  low
               trading  price on the last  trading  day in November is less than
               the  average  of the high  and low  trading  price  on the  first
               trading day in which the election was in effect.
<PAGE>

          Copies of Amendment No. 1 to the Non-Employee  Directors' Deferred Fee
     Equity  Plan  and  a  copy  of  the  Summary  of  Non-Employee   Directors'
     Compensation  Arrangements  Outside of Formal  Plans as amended,  effective
     December  15,  2005,  are  attached to this  Current  Report on Form 8-K as
     Exhibits 10.1 and 10.2, respectively.

Item 3.01   Notice of  Delisting  or  Failure to  Satisfy  a Continued   Listing
            --------------------------------------------------------------------
            Rule or Standard; Transfer of Listing.
            --------------------------------------

     On December 20,  2005,  the Company  notified the New York Stock  Exchange,
     Inc.  of the  actions  that  it had  taken  to  rectify  certain  areas  of
     non-compliance  with Rule 303A.06 of the NYSE Rules. Those actions included
     accepting  the  resignation,  in November  2005,  of Bradley E.  Singer,  a
     director of the Company, from each of the Audit and Compensation Committees
     because the Board determined that Mr. Singer was not independent.

Item 5.02   Departure of Directors or Principal Officers; Election of Directors;
            --------------------------------------------------------------------
            Appointment of Principal Officers.
            ----------------------------------

     On December 15, 2005,  the  Company's  Board of Directors  elected Ms. Jeri
     Finard to serve as a Director of the Company. Ms. Finard was also appointed
     to the Company's Compensation Committee.

     On December 15, 2005, the Company's Board of Directors  appointed Mrs. Mary
     A. Wilderotter,  the Company's  President and Chief Executive  Officer,  as
     Chairman of the Board of Directors.  In connection  with that  appointment,
     Mrs. Wilderotter  resigned from her position as President and now holds the
     positions  of Chairman and Chief  Executive  Officer.  Mr.  Jerry  Elliott,
     formerly  Executive  Vice  President  and  Chief  Financial  Officer,   was
     appointed  to the  position of  President  and until a new Chief  Financial
     Officer is appointed,  will also serve as acting Chief  Financial  Officer.
     Mr. Daniel J. McCarthy,  formerly Senior Vice President - Field Operations,
     was  appointed  to the  position  of  Executive  Vice  President  and Chief
     Operating Officer.

     Mrs. Wilderotter,  50, has been associated with the Company since September
     2004  when  she  was  elected   President  and  Chief  Executive   Officer.
     Previously,  she was Senior Vice  President -  Worldwide  Public  Sector in
     2004,  Microsoft  Corp.  and Senior Vice  President  -  Worldwide  Business
     Strategy,  Microsoft Corp., 2002 to 2004. Before that she was President and
     Chief  Executive  Officer,   Wink   Communications,   1996  to  2002.  Mrs.
     Wilderotter  is a member of the board of  directors  of Quantum  Corp.  and
     McClatchy  Corp. A description of the material terms of Mrs.  Wilderotter's
     employment  agreement (the "Wilderotter  Agreement") is incorporated herein
     by reference to the  Company's  2005 Proxy  Statement  dated April 20, 2005
     (File No. 001-11001).  The Wilderotter  Agreement is filed as Exhibit 10.16
     to the  Company's  Quarterly  Report  on Form 10-Q for  nine  months  ended
     September 30, 2004 (File No. 001-11001).

     Mr. Elliott,  46, has been associated with the Company since March 2002. He
     was elected  Executive Vice President and Chief  Financial  Officer in July
     2004. Previously,  he was Senior Vice President and Chief Financial Officer
     from  December  2002 to July 2004 and Vice  President  and Chief  Financial
     Officer from March 2002 to December 2002. Prior to joining the Company,  he
     was  Managing  Director  of  Morgan  Stanley's  Media  and   Communications
     Investment  Banking  Group.  A  description  of the  material  terms of Mr.
     Elliott's  employment  agreement (the "Elliott  Agreement") is incorporated
     herein by reference to the Company's 2005 Proxy  Statement  dated April 20,
     2005 (File No. 001-11001).  The Elliott Agreement is filed as Exhibit 10.17
     to the Company's  Quarterly  Report  on Form  10-Q for  nine  months  ended
     September 30, 2004 (File No. 001-11001).
<PAGE>

     Mr. McCarthy, 41, has been associated with the Company since December 1990.
     He was elected Senior Vice President, Field Operations in December 2004. He
     was previously Senior Vice President Broadband Operations from January 2004
     to December  2004,  and President and Chief  Operating  Officer of Electric
     Lightwave,  LLC, a subsidiary of the Company, from January 2002 to December
     2004.  Previously,  he was President and Chief  Operating  Officer,  Public
     Services  Sector from  November 2001 to January  2002,  Vice  President and
     Chief Operating Officer, Public Services Sector from March 2001 to November
     2001, and Vice President, Citizens Arizona  Energy from April 1998 to March
     2001.


Item 9.01   Financial Statements and Exhibits
            ---------------------------------

        (c) Exhibits

            10.1 -  Amendment  No. 1  to  Non-Employee  Directors' Deferred  Fee
                    Equity Plan.
            10.2 -  Summary of Non-Employee Directors' Compensation Arrangements
                    Outside of Formal Plans as  amended, effective  December 15,
                    2005.





<PAGE>



                                   SIGNATURES

     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 hereunto duly authorized.

                                    CITIZENS COMMUNICATIONS COMPANY


Date:  December 20, 2005            By: /s/ Robert J. Larson
                                        ---------------------------
                                         Robert J. Larson
                                         Senior Vice President and
                                         Chief Accounting Officer



<PAGE>


                                  EXHIBIT INDEX
                                  -------------

Exhibit No.    Description
-----------    -----------

10.1           Amendment No. 1 to  Non-Employee  Directors' Deferred  Fee Equity
               Plan.
10.2           Summary  of  Non-Employee  Directors'  Compensation  Arrangements
               Outside of Formal Plans as  amended, effective December 15, 2005.