SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 SCHEDULE 13D/A

                               (Amendment No. 10)

                    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

                                 With a copy to:

                               David F. Kroenlein
                                Winston & Strawn
                                 200 Park Avenue
                               New York, NY 10166

                                 (212) 294-6700
      ---------------------------------------------------------------------
                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)

                                  June 18, 2002
                          -----------------------------
                          (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  which is the subject of this  Schedule 13D, and is filing this
Schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following: [ ]

NOTE:  Schedules  filed in paper format shall include a signed original and five
copies of the schedule,  including all exhibits.  See ss. 240.13d-7(b) 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.     NAME OF REPORTING PERSON
              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     (a) [x]
                                                                   (b) [ ]
       3.     SEC USE ONLY

       4.     SOURCE OF FUNDS
                   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
                   33,917,783

        9.    SOLE DISPOSITIVE POWER
                   0

       10.    SHARED DISPOSITIVE POWER
                  33,917,783

       11.    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
              PERSON
                  33,917,783

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

       13.    PERCENT OF CLASS REPRESENTED BY AMOUNT ON ROW (11)
                  100%

       14.    TYPE OF REPORTING PERSON
                  HC


<PAGE>


CUSIP NO. 284895109

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

                  CUCapital Corp.
                   06-1156876

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

       3.     SEC USE ONLY

       4.     SOURCE OF FUNDS
                  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
                  33,917,783

       9.     SOLE DISPOSITIVE POWER
                  0

      10.     SHARED DISPOSITIVE POWER
                  33,917,783

      11.     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
              PERSON
                  33,917,783

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

      13.     PERCENT OF CLASS REPRESENTED BY AMOUNT ON ROW (11)
                  100%

      14.     TYPE OF REPORTING PERSON
                  CO



<PAGE>


                                 SCHEDULE 13D/A

     This Amendment No. 10 amends and  supplements the Statement on Schedule 13D
initially  filed  on May 30,  2000 and  Amendments  Nos.  1  through  9  thereto
(together   "Schedule  13D"),  each  filed  with  the  Securities  and  Exchange
Commission  (the  "SEC") by Citizens  Communications  Company  ("Citizens")  and
CUCapital Corp. ("CUCapital"),  which Schedule 13D relates to the Class A Common
Stock,  par value $.01 (the  "Shares") of Electric  Lightwave,  Inc., a Delaware
corporation  ("ELI").  This Amendment No. 10 is submitted in connection with the
acquisition  by  Citizens  of 100% of the Shares  pursuant  to the Tender  Offer
Statement and Schedule 13E-3 Transaction Statement on Schedule TO (the "Offer to
Purchase")  filed  by  Citizens  and  ELI  Acquisition,   Inc.,  a  wholly-owned
subsidiary  of CUCapital  ("Purchaser")  with the SEC on May 20,  2002,  and the
subsequent  second-step merger of Purchaser with an into ELI consummated on June
20, 2002.

Item 4.  Purpose of Transaction

     As  described  in the Offer to Purchase,  Citizens  commenced  the Offer to
acquire as many  Shares as  possible,  as a first step in  acquiring  the entire
equity interest in ELI.

     On June 20,  2002,  at which time  Purchaser  owned in excess of 90% of the
outstanding Class A Common Stock on an as-converted basis, Purchaser merged with
and into ELI through a short-form  merger (the  "Merger").  In the Merger,  each
outstanding  Share not owned by Citizens and its subsidiaries was converted into
the right to receive the same consideration paid in the Offer, without interest,
subject to the rights of holders of such  Shares to seek  appraisal  of the fair
value of such Shares  pursuant to Section 262 of the General  Corporation Law of
the State of  Delaware.  As a result of the Offer and the Merger,  ELI became an
indirect wholly-owned subsidiary of Citizens.

     As of the close of business on May 24,  2002,  the Shares no longer  traded
publicly on any  national  securities  exchange  and, as of June 20,  2002,  the
shares ceased to be authorized to be quoted on any inter-dealer quotation system
of a registered national  securities  association.  Furthermore,  ELI intends to
file a Form 15  with  the  SEC  terminating  its  registration  pursuant  to the
Securities Exchange Act of 1934, as amended.

Item 5.  Interest in Securities of the Issuer.

     (a) Following the Offer and the Merger,  the Reporting  Persons  indirectly
beneficially own all of the Shares.

     (b) Following the Merger,  ELI became a direct  wholly-owned  subsidiary of
CUCapital and an indirect wholly-owned subsidiary of Citizens.

     (c)  Except  in  connection  with the  Offer as set  forth in the  Offer to
Purchase,  no person  described in Item 2 of this Schedule 13D, as amended,  has
acquired or diposed of any Shares during the past 60 days. No person, other than
as reported in this Schedule 13D, as amended,  with respect to ELI,  benficially
owns and Shares.

<PAGE>



Item 7.  Material to be Filed as Exhibits

         Not applicable.

                                    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:  Chief Accounting Officer and Vice President

                         CUCAPITAL CORP.

                         By: /s/ Robert J. Larson
                            ------------------------------------------------
                         Name:   Robert J. Larson
                         Title:  Chief Accounting Officer and Vice President


Dated: June 21, 2002