EXHIBIT 31.2

                                 CERTIFICATIONS

     I, Jerry Elliott, certify that:

          1. I have  reviewed  this  quarterly  report on Form 10-Q of  Citizens
     Communications Company;

          2. Based on my  knowledge,  this  report  does not  contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this report;

          3.  Based  on  my  knowledge,  the  financial  statements,  and  other
     financial  information  included  in this  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     report;

          4. The registrant's other certifying officer and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules  13a-15(e) and 15d-15(e))  and internal  control over
     financial  reporting  (as  defined  in  Exchange  Act Rules  13a-15(f)  and
     15d-15(f)) for the registrant and have:

               a) Designed such disclosure  controls and  procedures,  or caused
          such  disclosure  controls  and  procedures  to be designed  under our
          supervision,  to ensure  that  material  information  relating  to the
          registrant,  including its consolidated subsidiaries, is made known to
          us by others within those entities,  particularly during the period in
          which this report is being prepared;

               b) Designed such internal  control over financial  reporting,  or
          caused such internal  control over financial  reporting to be designed
          under our supervision,  to provide reasonable  assurance regarding the
          reliability  of financial  reporting and the  preparation of financial
          statements for external purposes in accordance with generally accepted
          accounting principles;

               c) Evaluated the  effectiveness  of the  registrant's  disclosure
          controls and procedures  and presented in this report our  conclusions
          about the effectiveness of the disclosure controls and procedures,  as
          of the  end of the  period  covered  by  this  report  based  on  such
          evaluation; and

               d)  Disclosed  in this  report  any  change  in the  registrant's
          internal  control over financial  reporting  that occurred  during the
          registrant's  most recent  fiscal  quarter  (the  registrant's  fourth
          fiscal  quarter in the case of an annual  report) that has  materially
          affected,   or  is  reasonably  likely  to  materially   affect,   the
          registrant's internal control over financial reporting; and

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          5. The  registrant's  other  certifying  officer and I have disclosed,
     based on our most recent  evaluation  of internal  control  over  financial
     reporting,  to the  registrant's  auditors  and the audit  committee of the
     registrant's  board of  directors  (or persons  performing  the  equivalent
     functions):

               a) All significant  deficiencies  and material  weaknesses in the
          design or operation of internal control over financial reporting which
          are reasonably likely to adversely affect the registrant's  ability to
          record, process, summarize and report financial information; and

               b) Any fraud,  whether or not material,  that involves management
          or other  employees  who have a significant  role in the  registrant's
          internal control over financial reporting.


                                  /s/ Jerry Elliott
Date:  November 2, 2005           ----------------------------------------
                                  Jerry Elliott
                                  Executive Vice President and
                                  Chief Financial Officer