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): January 15, 2002




                        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.

     STAMFORD,  Conn., Jan. 15, 2002 - Citizens  Communications (NYSE: CZN, CZB)
     announced  today that it has completed the sale of its water and wastewater
     treatment  operations to American Water Works (NYSE:  AWK) for an aggregate
     purchase price of $979 million  inclusive of  adjustments.  The transaction
     consists of $859 million in cash and $120 million in assumed debt and other
     liabilities  and  involves  operations  in Arizona,  California,  Illinois,
     Indiana, Ohio and Pennsylvania serving more than 340,000 customers.


<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: January 15, 2002

<PAGE>
                                                  Citizens Communications
                                                  3 High Ridge Park
                                                  Stamford, CT 06905
                                                  203.614.5600
                                                  Web site: www.czn.net

FOR IMMEDIATE RELEASE

Contact:
Brigid M. Smith
Assistant Vice President
Corporate Communications
(203) 614-5042
bsmith@czn.com

           CITIZENS COMMUNICATIONS COMPLETES SALE OF WATER OPERATIONS
                            TO AMERICAN WATER WORKS

STAMFORD,  Conn.,  Jan.  15, 2002 - Citizens  Communications  (NYSE:  CZN,  CZB)
announced  today  that it has  completed  the sale of its water  and  wastewater
treatment  operations  to American  Water  Works  (NYSE:  AWK) for an  aggregate
purchase  price  of $979  million  inclusive  of  adjustments.  The  transaction
consists  of $859  million in cash and $120  million  in assumed  debt and other
liabilities and involves operations in Arizona,  California,  Illinois, Indiana,
Ohio and Pennsylvania  serving more than 340,000 customers.  With the completion
of this  transaction,  Citizens has  divested  approximately  two-thirds  of its
public utility operations for an aggregate of $1.351 billion.

About Citizens Communications
Citizens Communications  currently is the seventh largest local exchange company
in the United States,  serving 2.5 million  telephone access lines in 24 states.
Citizens owns  approximately  85 percent of Electric  Lightwave,  Inc.  (NASDAQ:
ELIX),  a  facilities-based,  integrated  communications  provider that offers a
broad range of services to telecommunications-intensive  businesses in the West.
More information on Citizens can be found at www.czn.net.

This document 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. These and all forward-looking statements
(including oral  representations)  are only predictions or statements of current
plans that are  constantly  under  review by the  company.  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 the company's  markets,  success in overall
strategy,  changes in legal or regulatory  policy,  changes in legislation,  the
company's  ability to identify future markets and  successfully  expand existing
ones, the mix of products and services  offered in the company's 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 buy the company or on its
behalf.  The  foregoing  information  should  be read in  conjunction  with  the
company's filings with the U.S.  Securities and Exchange  Commission  including,
but not limited to,  reports on Forms 10-K and 10-Q. The company does not intend
to update or revise these  forward-looking  statements to reflect the occurrence
of future events or circumstances. ###