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): September 21, 2001




                        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, P.O. Box 3801
                           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.

          Citizens  Communications  Company announced on September 21, 2001 that
          it received  California  PUC approval to sell its water and wastewater
          operations.


Item 7.  Financial Statements, Exhibits

         (c) Exhibits

          99.1  Press  Release  of  Citizens   Communications  Company  released
          September 21, 2001 announcing that it received California PUC approval
          to sell its water and wastewater operations.





<PAGE>

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

FOR IMMEDIATE RELEASE

Contact:
Brigid Smith
Assistant Vice President,
Corporate Communications
203.614.5042
bsmith@czn.com

           Citizens Communications Receives California PUC Approval to
                      Sell Water and Wastewater Operations

Stamford,  Conn., September 21, 2001 -- Citizens Communications  (NYSE:CZN, CZB)
announced today that the California Public Utilities Commission has approved the
sale of the company's  water and wastewater  operations to American Water Works,
Inc. (AWK).  The approval was the last remaining state public utility  authority
approval  required  to  complete  the  sale of  Citizens'  six-state  water  and
wastewater  operations to AWK for approximately $835 million. The closing of the
transaction is expected to occur during the fourth quarter of 2001.

The sale of Citizens' water and wastewater operations is an integral part of the
company's planned divestiture of its public service operations in order to focus
upon telecommunications.

About Citizens Communications
Citizens  Communications  serves 2.5  million  access  lines in 24 states and is
acquiring an  additional  63,000 access lines.  Citizens owns  approximately  85
percent of Electric Lightwave, Inc. (NASDAQ: ELIX). More information on Citizens
may 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 by 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.

<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: September 21, 2001