UNITED STATES
                       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): February 22, 2006

                         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)

                                 (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)

         Check the appropriate box below if the Form 8-K  filing is intended  to
simultaneously satisfy the filing obligations of the registrant under any of the
following provisions:

[  ] 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) The  information  set forth in  response  to Item 9.01 (d) is
               incorporated herein by reference.

               (b)  On  February  22,  2006,  the  Compensation  Committee  (the
               "Committee") of Citizens  Communications  Company (the "Company")
               approved  the  performance  criteria  for  the  Company's  equity
               incentive plan grants (the "Plan") for fiscal year 2006. The Plan
               assigns certain target amounts of incentive compensation for each
               career band for full time  employees  eligible to  participate in
               the Plan.

               The  Committee  determined  that the  restricted  share 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 revenue, EBITDA and free cash flow.

               The actual  restricted share awards for fiscal year 2006 (if any)
               will vary depending on individual performance.


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

               (d)      Exhibits

               10.1     Information Concerning Executive Compensation.



<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 hereunto duly authorized.

                                        CITIZENS COMMUNICATIONS COMPANY


Date:  February 28, 2006                 By: /s/ Robert J. Larson
                                            -----------------------------
                                            Robert J. Larson
                                            Senior Vice President and
                                            Chief Accounting Officer