SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                   SCHEDULE TO

                                (Amendment No. 1)

            TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

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

                            ELECTRIC LIGHTWAVE, INC.
                       (NAME OF SUBJECT COMPANY) (ISSUER)

                              ELI ACQUISITION, INC.
                        (NAME OF FILING PERSON) (OFFEROR)

                         CITIZENS COMMUNICATIONS COMPANY
                        (NAME OF FILING PERSON) (OFFEROR)

                COMMON STOCK, CLASS A, PAR VALUE $0.01 PER SHARE
                         (TITLE OF CLASS OF SECURITIES)

                                 CUSIP 284895109
                      (CUSIP NUMBER OF CLASS OF SECURITIES)

                                  JERRY ELLIOTT
                         CITIZENS COMMUNICATIONS COMPANY
                                3 HIGH RIDGE PARK
                          STAMFORD, CONNECTICUT, 06905
                                 (203) 614-5600

            (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
       TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF FILING PERSONS)
                                 WITH A COPY TO:

                              DAVID KROENLEIN, ESQ.
                                WINSTON & STRAWN
                                 200 PARK AVENUE
                            NEW YORK, NEW YORK 10166
                                 (212) 294-6700

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

<PAGE>


                            CALCULATION OF FILING FEE

Transaction Valuation(1):   $8,098,059   Amount of Filing Fee(2): $745

(1)  For purposes of calculating fee only. This calculation assumes the purchase
     of 11,568,656 shares of Class A common stock, par value $.01 per share (the
     "Shares"),  of Electric  Lightwave,  Inc., at a purchase price of $0.70 per
     Share,  net to the  seller  in cash.  Such  number of  Shares  assumes  (i)
     7,843,452  Shares  outstanding  (excluding  Shares already held by Citizens
     Communications  Company and its subsidiaries) as of March 31, 2002 and (ii)
     the exercise of up to 3,725,204 options to purchase Shares,  exercisable on
     or prior to the expected consummation of the tender offer.

(2)  The amount of the filing fee,  calculated  in  accordance  with  Regulation
     240.0-11  under the  Securities  Exchange Act of 1934, as amended,  and Fee
     Rate  Advisory  No.  8 of  2002  issued  by  the  Securities  and  Exchange
     Commission on January 16, 2002.

/X/  Check  the  box if any  part  of the  fee is  offset  as  provided  by Rule
     0-11(a)(2)  and  identify  the  filing  with which the  offsetting  fee was
     previously  paid.  Identify the previous filing by  registration  statement
     number, or the Form or Schedule and the date of its filing.

     Amount Previously Paid:       $745
     Form or Registration No.:   005-52625
     Filing Party:    Citizens Communications Company and ELI Acquisition, Inc.
     Date Filed:     May 20, 2002

//   Check the box if the filing relates  solely to  preliminary  communications
     made before the commencement of a tender offer. Check the appropriate boxes
     below to designate any transactions to which the statement relates:

         / /  third-party tender offer subject to Rule 14d-1.
         /X/  issuer tender offer subject to Rule 13e-4.

         /X/  going-private transaction subject to Rule 13e-3.
         / /  amendment to Schedule 13D under Rule 13d-2.
         Check the following box if the filing is a final amendment reporting
         the results of the tender offer: / /




<PAGE>

ELI Acquisition,  Inc., a Delaware  corporation  (the  "Purchaser") and Citizens
Communications   Company  ("Citizens"),   a  Delaware  corporation,   amend  and
supplement  their  Tender Offer  Statement  on Schedule TO and  Schedule  13E-3,
initially  filed on May 20,  2002  (the  "Schedule  TO"),  with  respect  to the
Purchaser's offer to purchase all of the issued and outstanding  shares of Class
A common stock of Electric Lightwave, Inc. that Citizens and its subsibiaries do
not  currently  own,  as set forth in this  Amendment  No. 1.  Unless  otherwise
indicated,  all  capitalized  terms used but not otherwise  defined herein shall
have the meanings given to such terms in the Schedule TO.

ITEMS 1 THROUGH 9, 11 AND 13.

Items 1-9, 11 and 13 of the  Schedule  TO, which  incorporate  by reference  the
information contained in the Offer to Purchase, are hereby amended as follows:

(1)  The first  paragraph  after the first  bullet  point of the  section of the
     Offer to Purchase entitled "Reasons for the Offer and the  Merger--Benefits
     and  Detriments  to ELI of the  Offer  Followed  by the  Merger"  is hereby
     amended and restated in its entirety as follows:

          the  enterprise  value of ELI and ELI's  implied  equity  of zero,  as
          indicated in the report of Salomon  Smith  Barney,  which the board of
          directors of Citizens  determined  demonstrated ELI's current weakened
          financial  position  and further  signaled  the  dilutive  effect that
          future  necessary  investment from Citizens would have on the minority
          stockholders of ELI;

(2)  The section of the Offer to Purchase  entitled  "Reasons  for the Offer and
     the  Merger--Benefits  and  Detriments to ELI of the Offer  Followed by the
     Merger" is hereby amended to add the following paragraph  immediately after
     the sixth bullet point of such section:

          The board of directors of Citizens further considered that, in as much
          as the above  factors  serve to the benefit or detriment of ELI,  such
          factors similarly affect Citizens given the planned ownership position
          of Citizens in ELI upon consummation of the Merger.

(3)  The first two  paragraphs of the section of the Offer to Purchase  entitled
     "Position of Citizens as to Fairness of the Offer and the Merger" is hereby
     amended and restated in its entirety as follows:

          Because Citizens currently owns a majority of the Shares, Citizens and
          the Purchaser are deemed  "affiliates"  of ELI under Rule 12b-2 of the
          Exchange Act.  Accordingly,  in  compliance  with Rule 13e-3 under the
          Exchange  Act, the board of directors of Citizens has  considered  the
          fairness  of the Offer and the  Merger  to ELI's  public  stockholders
          other than Citizens and its subsidiaries.
<PAGE>


          DETERMINATION  OF THE BOARD OF DIRECTORS OF CITIZENS.  In  authorizing
          the  Offer  and  the  Merger,  the  board  of  directors  of  Citizens
          determined  that the Offer  and the  Merger  are fair to ELI's  public
          stockholders other than Citizens and its subsidiaries. In reaching its
          determination,  the board of  directors  of  Citizens  considered  the
          factors set forth below in this section,  which  constitute all of the
          material  factors  considered  by the board of directors in making its
          determination. The board of directors of Citizens determined that each
          of the following  factors  supported its belief that the Offer and the
          Merger are fair to ELI's public  stockholders  other than Citizens and
          its subsidiaries:


(4)  The first sentence in the paragraph entitled  "Procedural  Fairness" of the
     section of the Offer to  Purchase  entitled  "Position  of  Citizens  as to
     Fairness of the Offer and the Merger" is hereby amended and restated in its
     entirety as follows:

          The board of directors of Citizens also  determined that the Offer and
          the Merger are procedurally  fair to ELI's public  stockholders  other
          than Citizens and its subsidiaries.

(5)  The  paragraph  entitled  "Conclusions of the  Board of  Directors"  of the
     section of the Offer to  Purchase  entitled  "Position  of  Citizens  as to
     Fairness of the Offer and the Merger" is hereby amended and restated in its
     entirety as follows:

          CONCLUSIONS OF THE BOARD OF DIRECTORS.  Citizens'  board of directors
          concluded  that,  given the  failed  efforts to  refinance  ELI's $110
          million  obligation under ELI's lease,  the recent  performance of the
          Shares prior to the  announcement  of Citizens'  intention to take ELI
          private,  ELI's inability to raise capital to meet its operating costs
          and capital requirements,  the uncertainties  surrounding ELI's future
          prospects,  the state of the CLEC industry, the limited trading market
          for the Shares and the negative valuation of ELI's shareholder equity,
          the Offer and the Merger were fair to ELI's public  stockholders other
          than Citizens and its subsidiaries.  In determining that the Offer and
          the Merger were fair to ELI's public  stockholders other than Citizens
          and its  subsidiaries,  the board of directors of Citizens  considered
          the above  factors as a whole and did not assign  specific or relative
          weights to them, other than that the Offer Price of $0.70 per Share in
          cash was considered the most important factor.


(6)  The paragraph entitled "Financial  Analysis" of the section of the Offer to
     Purchase entitled "Position of Citizens as to Fairness of the Offer and the
     Merger--Determination  of the Board of  Directors  of  Citizens"  is hereby
     amended and restated in its entirety as follows:

          FINANCIAL  ANALYSIS.  In considering the fairness of the Offer and the
          Merger from a financial  point of view to ELI's  public  stockholders,
          the board of  directors  of Citizens  reviewed and relied in part upon
          the financial  analyses  undertaken by Salomon Smith Barney  including
          analyses  based  upon   comparisons  of  publicly   traded  CLECs  and
          theoretical implied equity values, discounted cash flow and distressed
          company  valuations.  For a summary of the financial analysis provided
          by Salomon  Smith  Barney,  see  "--Summary of Report Of Salomon Smith
          Barney To The Board Of Directors Of Citizens."  The board of directors
          of Citizens noted in particular that its  conclusions  regarding ELI's
          financial  condition,  ELI's inability to meet its operating costs and
          capital  requirements,   the  uncertainty   surrounding  ELI's  future
          prospects and the state of ELI's business  operations  were consistent
          with the  findings  in the  report  of  Salomon  Smith  Barney.  ELI's
          financially  weakened  condition  and the  ability in a going  private
          transaction to switch the risks of ELI's future financial  performance
          from ELI public  stockholders  (except Citizens and its affiliates) to
          Citizens  prompted the board of directors of Citizens to conclude that
          the Offer and the Merger are fair to ELI's public stockholders (except
          Citizens and its affiliates) from a financial perspective.
<PAGE>


(7)  The lead-in to the first  paragraph of the section of the Offer to Purchase
     entitled  "Certain  Conditions of the Offer" is hereby amended and restated
     in its entirety as follows:

          Notwithstanding  any other provisions of the Offer, and in addition to
          (and not in limitation of) the Purchaser's  rights to extend and amend
          the Offer at any time in its sole discretion,  the Purchaser shall not
          be required to accept for payment or, subject to any applicable  rules
          and  regulations  of the  Commission,  including  Rule 14e-1 under the
          Exchange Act  (relating to the  Purchaser's  obligation  to pay for or
          return tendered Shares promptly after termination or withdrawal of the
          Offer),  pay for,  and may delay the  acceptance  for  payment  of or,
          subject to the  restriction  referred to above,  the payment  for, any
          tendered  Shares,  and may  amend or  terminate  the  Offer if (1) the
          Minimum  Condition  has not  been  satisfied  or (2) at any time on or
          after June 17,  2002 and prior to the expiration of the Offer,  any of
          the following events shall occur:


<PAGE>


                                    SIGNATURE

After due 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.

                           ELI ACQUISITION, INC.

                           By: /s/    Donald Armour
                               -----------------------------------------
                                Name: Donald Armour
                                Title:   Vice President and Secretary

                           CITIZENS COMMUNICATIONS COMPANY

                           By: /s/   Donald Armour
                               -----------------------------------------
                                Name: Donald Armour
                                Title:   Vice President, Finance & Treasurer


Date: June 12, 2002