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): May 14, 2002




                        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) (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 7.  Financial Statements, Exhibits

         (c) Exhibits

               99.1 Press Release of Citizens  Communications  Company  released
               May 14, 2002 announcing  earnings for the quarter ended March 31,
               2002.

               99.2  Financial and operating data



<PAGE>
                                               Citizens Communications
                                               3 High Ridge Park
                                               Stamford, CT 06905
                                               203.614.5600    www.czn.net

FOR IMMEDIATE RELEASE


Contact:  Brigid Smith
          A.V.P., Corporate Communications
          203.614.5042
          bsmith@czn.com

                 Citizens Communications and Electric Lightwave
             Report Financial Results for the First Quarter of 2002

Stamford,  Conn.,  May 14, 2002 - Citizens  Communications  (NYSE:  CZN) and its
subsidiary  Electric  Lightwave,  Inc. (ELI) (NASDAQ:  ELIX) today each reported
financial   results  for  the  quarter  ended  March  31,  2002.  The  following
information  should be read in  conjunction  with the financial  statements  and
footnotes  contained in the Form 10-Qs to be filed  tomorrow with the Securities
and Exchange Commission. Certain terms used in this press release are defined at
the end of the release.

For the first quarter of 2002 consolidated revenue was $679.3 million; operating
income from  continuing  operations  was $100.4  million;  Adjusted  EBITDA from
continuing  operations was $290.2 million;  capital  expenditures  totaled $69.6
million;  Free Cash Flow was $208.9 million;  consolidated  net income was $83.2
million;  free cash flow per share was 75 cents and net  income per share was 30
cents.

Citizens'  consolidated  results for the first  quarter of 2002 include a $309.2
million  pre-tax gain on the sale of the company's water  utilities;  a non-cash
write off of ELI's goodwill of $39.8 million;  the write down of Global Crossing
receivables  of  $7.8  million  as  a  result  of  Global  Crossing  filing  for
bankruptcy;  a non-cash  charge of $49.7 million  resulting  from the decline in
value of the company's investment in Adelphia Communications;  and restructuring
and other  expenses  of $3.9  million  related to the  company's  closing of its
Sacramento call center and its operations support center in Plano, Texas.

Telecommunications  - Incumbent Local Exchange  Carrier Segment ("ILEC Segment")
First quarter 2002 revenue from the company's  ILEC Segment was $508.0  million,
up $220.7  million or 77 percent  from  $287.3  million in the first  quarter of
2001. The June 2001 acquisition of Frontier  accounted for $207.2 million of the
increase. Excluding the impact of the Frontier acquisition, the revenue increase
was $13.5  million or five percent  above the first  quarter of 2001,  primarily
related to continued  increases  in  penetration  of enhanced  services and data
products.

Access lines at March 31, 2002 totaled  2,478,600,  a 79 percent  increase  from
1,387,300  lines at  March  31,  2001.  Excluding  the  impact  of the  Frontier
acquisition, access lines were unchanged from March 31, 2001. In addition to its
access line count, the company added more than 11,000 DSL subscribers during the
first quarter,  compared to virtually no additions  during the start up phase in
the first quarter of 2001. The company  continues to see  accelerated  growth in
DSL lines as first quarter net additions of 11,000  subscribers  exceeded fourth
quarter net additions of 9,100 subscribers by 21 percent.

Adjusted EBITDA for the first quarter of 2002 was $264.3 million, an increase of
$115.3  million or 77 percent  compared to the year-ago  quarter.  The Company's
Adjusted  EBITDA  margin  continues  to improve  ahead of targets.  Sequentially
Adjusted EBITDA  increased $10.4 million from the fourth quarter of 2001 and the
Adjusted  EBITDA  margin  increased to 52 percent as compared to 49.7 percent in
the fourth quarter of 2001. These margins reflect an ongoing focus on execution,
ongoing  success in the  integration of Frontier and the  efficiencies  achieved
from the combination.

ILEC  Segment  operating  income was $92.2  million,  up 47  percent  from $62.7
million in the first quarter of 2001.  Operating income for the first quarter of
2002 reflects  charges of $13.8 million and  accelerated  depreciation  of $11.9
resulting  from the closing of the  company's  facilities in Plano,  Texas,  and
Sacramento,  and  operating  income for the first  quarter of 2001 reflects $5.5
million of  acquisition  assimilation  expenses  associated  with our  completed
acquisitions.

For the 2002 quarter the ILEC Segment had capital  expenditures of $55.8 million
compared to $76.6  million of capital  expenditures  for the quarter ended March
31,  2001.  This  decrease   relates   principally  to  increased   scrutiny  of
discretionary capital projects in the current economic environment as well as to
normal first quarter seasonality.

Free cash flow for the 2002 quarter was $194.7  million  versus $78.1 million in
the  fourth  quarter  of 2001 and $72.5  million  in the year ago  quarter.  The
increase in Free Cash Flow was related to the increase in EBITDA and the decline
in capital expenditures described above.

<PAGE>

Competitive Local Exchange Carrier Segment;  Electric  Lightwave,  Inc. (NASDAQ:
ELIX) 2002 first-quarter revenue from ELI totaled $48.2 million,  operating loss
was $17.2 million,  EBITDA was $2.5 million,  and capital expenditures were $4.2
million. EBITDA includes the effect of a $2.1 million one-time favorable item.

ELI's Class A Common Stock is  currently  traded on the Nasdaq  National  Market
System,  but does not meet  minimum bid price and market  value of public  float
requirements  for continued  listing.  The stock is expected to be delisted from
the Nasdaq National Market in the near future.

Public Services Segment
The gas and electric segments accounted for $124.1 million of first-quarter 2002
consolidated  revenue,   $25.2  million  in  EBITDA,  $9.6  million  of  capital
expenditures and $15.7 million of free cash flow.

EBITDA is operating income plus depreciation and  amortization.  Adjusted EBITDA
is EBITDA plus the write down of Global Crossing  receivables and  restructuring
expenses.  Free cash  flow is  EBITDA  less  capital  expenditures.  EBITDA is a
measure   commonly  used  to  analyze   companies  on  the  basis  of  operating
performance.  EBITDA  is not a measure  of  financial  performance  nor is it an
alternative  to cash flow as a measure of liquidity and may not be comparable to
similarly titled measures of other companies.

About Citizens  Communications
Citizens  Communications serves 2.5 million access lines in 24 states.  Citizens
owns 85 percent of Electric Lightwave,  Inc. (NASDAQ:ELIX),  a facilities-based,
integrated  communications  provider  that  offers a broad  range of services to
telecommunications-intensive  businesses  throughout  the  United  States.

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.

                                TABLES TO FOLLOW


<PAGE>

<TABLE>
<CAPTION>

                         Citizens Communications Company
                           Consolidated Financial Data
                                   (unaudited)

                                                                         For the quarter ended
                                                   -------------------------------------------------------------------
                                                                     Mar-02                                    Mar-02
                                                                       vs.                                       vs.
                                                     March 31,       Dec-01      December 31,     March 31,    Mar-01
(Amounts in thousands - except per-share amounts)      2002         % Change         2001           2001     % Change
                                                    ------------   -----------  ------------     ----------- ----------
Income Statement Data
Continuing operations  (1)
<S>                                                   <C>                  <C>   <C>             <C>                <C>
  Revenue                                             $ 679,334            2%    $  665,849      $  624,281         9%
  Cost of services                                      128,238            5%       122,271         226,121       -43%
  Other operating expenses (2)                          260,854           -4%       271,073         204,571        28%
  Depreciation and amortization (3)                     178,174          -18%       218,602         105,706        69%
  Write-down of Global Crossing receivables (4)           7,804          -63%        21,200               -       100%
  Restructuring and other expenses (4)                    3,905          -38%         6,325               -       100%
  Operating income                                      100,359          280%        26,378          87,883        14%
  Investment and other income (loss), net               (48,508)          41%       (82,036)          2,784     -1842%
  Interest expense (5)                                  123,603            1%       122,845          63,005        96%
  Income tax expense (benefit)                          (26,942)          58%       (63,988)          9,047      -398%
  Income (loss) from continuing operations before
  cumulative effect of change in accounting principle   (44,810)          61%      (114,515)         18,615      -341%
Income from discontinued operations, net of tax          (1,478)        -124%         6,200           1,108      -233%
Gain on disposal of water segment, net of tax           169,326          100%             -               -       100%
Cumulative effect of change in accounting principle (6) (39,812)         100%             -               -       100%
Net income (loss)                                        83,226          177%      (108,315)         19,723       322%

Other Financial Data
Adjusted EBITDA from continuing operations (7)        $ 290,242            7%    $  272,505      $  193,589        50%
Total cash capital expenditures                          69,599          -61%       180,234         113,969       -39%

Total assets                                         10,233,610           -3%    10,553,600       6,811,703        50%
Assets held for sale                                  1,103,657            0%     1,107,937       1,222,773       -10%

Long-term debt (8)                                    5,453,053           -1%     5,534,906       2,981,496        83%

Total debt (8)                                        5,914,115           -2%     6,018,812       3,162,711        87%
  Less: Cash and short-term investments                 972,751          351%       215,869          34,078      2754%
Net debt                                              4,941,364          -15%     5,802,943       3,128,633        58%

Net debt to current quarter annualized Adjusted
  EBITDA                                                    4.3          -19%           5.3             4.0         8%
Interest coverage (8)                                       2.5            4%           2.4             3.1       -19%
Free cash flow (9)                                    $ 208,934          223%    $   64,746      $   79,620       162%

Shares of common stock outstanding                      281,641            0%       281,289         263,369         7%
Weighted average shares outstanding                     280,257            0%       279,675         262,190         7%

Per-Share Data (10)
Income from continuing operations per common share
  before cumulative effect of change in accounting
  principle                                           $   (0.16)          61%    $    (0.41)     $     0.07      -329%
Net income per common share                           $    0.30          177%    $    (0.39)     $     0.08       275%
Free cash flow per common share (9)                   $    0.75          226%    $     0.23      $     0.30       150%

</TABLE>

(1)  Includes our Incumbent Local Exchange Carrier (ILEC),  Electric  Lightwave,
     Inc. (ELI) (our Competitive Local Exchange Carrier) and our natural gas and
     electric businesses.  The natural gas and electric businesses are presented
     in  continuing  operations  in the selected  income  statement  data and as
     assets held for sale in the balance sheet data.
     Continuing operations reflect the elimination of intercompany transactions
     (see segment footnote in the SEC Form 10-Q).
(2)  Other operating expenses includes  $3,715,000 and $5,484,000 of acquisition
     assimilation  expenses for the quarters  ended  December 31, 2001 and March
     31, 2001,  respectively.  These expenses are associated  with our completed
     acquisitions.
(3)  Includes  $33,977,000  and  $10,352,000  of goodwill  amortization  for the
     quarters  ended  December  31,  2001  and  March  31,  2001,  respectively.
     Amortization  of  goodwill  ceased on  January 1, 2002 in  accordance  with
     statement of Financial Accounting Standards No.142.
(4)  Represents the write-down of the net  realizable  value of Global  Crossing
     receivables as a result of Global's filing for  bankruptcy.  See footnote 6
     in the  SEC  10-Q  Form  for an  explanation  of  restructuring  and  other
     expenses.
(5)  Includes $1,553,000 of convertible preferred dividends for each quarter.
(6)  As a  result  of  ELI's  adoption  of  Statement  of  Financial  Accounting
     Standards  No. 142, we  recognized a  transitional  impairment  loss,  (the
     write-off  of  ELI's  goodwill)  as a  cumulative  effect  of a  change  in
     accounting principle in the first quarter of 2002.
(7)  Adjusted EBITDA is operating income plus depreciation and amortization, the
     Global Crossing  write-down and restructuring and other expenses.  Adjusted
     EBITDA is a measure  commonly  used to  analyze  companies  on the basis of
     operating  performance.  It is not a measure of financial performance under
     generally accepted accounting principles and should not be considered as an
     alternative to net income as a measure of performance nor an alternative to
     cash flow as a measure of liquidity  and may not be comparable to similarly
     titled  measures of other  companies (see segment  footnote in the SEC Form
     10-Q).
(8)  Excludes equity units of  $460,000,000  for December 31, 2001 and March 31,
     2002 and related interest  expense.  Total debt includes current portion of
     long term debt.
(9)  Free cash flow is operating income plus depreciation and amortization minus
     cash capital expenditures excluding changes in working capital, cash income
     taxes for the period and interest expense.
(10) Calculated based on weighted average shares outstanding.

<PAGE>

                         Citizens Communications Company
                     Financial and Operating Data by Service
<TABLE>
<CAPTION>


                                                                                   For the quarter ended
                                                       -----------------------------------------------------------------------------
                                                                          Mar-02                                            Mar-02
                                                                           vs.                                               vs.
(Dollars in thousands, except operating data)            March 31,        Dec-01      December 31,        March 31,         Mar-01
ILEC                                                       2002          % Change         2001              2001           % Change
                                                       --------------   -----------  ---------------    --------------    ----------

Select Income Statement Data
Revenue
<S>                                                        <C>                  <C>       <C>               <C>              <C>
      Network access services                              $ 189,787           -2%        $ 193,092         $ 132,399        43%
      Local network services                                 190,820           -1%          191,860           100,691        90%
      Long distance and data services                         73,679            1%           73,130            30,607       141%
      Directory services                                      26,244            3%           25,433            10,690       146%
      Other                                                   27,501            1%           27,203            12,957       112%
Total revenue                                                508,031           -1%          510,718           287,344        77%
      Network access expense                                  43,086          -11%           48,414            17,297       149%
      Other operating expenses (1)                           200,625           -4%          208,389           120,999        66%
      Depreciation and amortization (2)                      158,290          -20%          197,570            86,377        83%
      Restructuring and other expenses (3)                     6,005          180%            2,146                 -       100%
      Write-down of Global Crossing receivables                7,804          -63%           21,200                 -       100%
Total expense                                                415,810          -13%          477,719           224,673        85%
Operating income                                              92,221          179%           32,999            62,671        47%

Adjusted EBITDA and Capital Expenditure Data
      Adjusted EBITDA (4)                                  $ 264,320            4%        $ 253,915         $ 149,048        77%
      Adjusted EBITDA margin                                     52%            4%              50%               52%         0%
      Cash capital expenditures                               55,769          -63%          152,509            76,582       -27%
      Segment free cash flow (5)                           $ 194,742          149%        $  78,060         $  72,466       169%

Operating Data
      Access lines                                         2,478,573            0%        2,481,400         1,387,293        79%
      Switched access minutes of use (in millions)             3,014           -2%            3,083             1,811        66%
      Employees                                                7,387           -7%            7,920             4,274        73%
      Average monthly revenue per average line             $   68.28            0%        $   68.48         $   69.46        -2%
</TABLE>

(1)  Other operating expenses includes  $3,715,000 and $5,484,000 of acquisition
     assimilation  expenses for the quarters  ended  December 31, 2001 and March
     31, 2001,  respectively.  These expenses are associated  with our completed
     acquisitions.
(2)  Includes $11,900,000 and $13,200,000 of accelerated depreciation related to
     the closing of our Plano,  Texas  administrative  facility for the quarters
     ended March 31, 2002 and December 31, 2001, respectively.
(3)  Represents  expenses  associated  with  our plan to  close  our  operations
     support  center  in  Plano,  Texas by August  2002 and the  closing  of our
     Sacramento  Customer  Care Center in April 2002.  See footnote 6 in the SEC
     10-Q Form for an explanation of restructuring and other expenses.
(4)  Adjusted EBITDA is operating income plus depreciation and amortization, the
     Global Crossing  write-down and restructuring and other expenses.  Adjusted
     EBITDA is a measure  commonly  used to  analyze  companies  on the basis of
     operating  performance.  It is not a measure of financial performance under
     generally accepted accounting principles and should not be considered as an
     alternative to net income as a measure of performance nor an alternative to
     cash flow as a measure of liquidity  and may not be comparable to similarly
     titled measures of other  companies.  (see segment footnote in the SEC Form
     10-Q).
(5)  Segment  free  cash  flow  is  operating   income  plus   depreciation  and
     amortization less cash capital expenditures.


<PAGE>
<TABLE>
<CAPTION>


                         Citizens Communications Company
                     Financial and Operating Data by Service

                                                                               For the quarter ended
                                                  --------------------------------------------------------------------------------
                                                                      Mar-02                                            Mar-02
                                                                        vs.                                               vs.
                                                    March 31,         Dec-01        December 31,        March 31,       Mar-01
(Dollars in thousands, except operating data)          2002          % Change           2001              2001         % Change
                                                  ---------------   ------------   ----------------   --------------  ------------
Electric Lightwave, Inc.

Select Income Statement Data
Revenue
<S>                                                    <C>                   <C>         <C>              <C>                <C>
      Network services                                 $  23,787             2%          $  23,372        $  25,768         -8%
      Local telephone services                            12,933           -15%             15,177           21,797        -41%
      Long distance services                               3,082             3%              2,980            3,084          0%
      Data services                                        8,348            -5%              8,790           11,913        -30%
Total revenue                                             48,150            -4%             50,319           62,562        -23%
      Network access expense                              15,694            -5%             16,596           16,731         -6%
      Restructuring expense                               (2,100)         -150%              4,179                -       -100%
      Other operating expenses                            32,084            11%             28,949           42,538        -25%
      Depreciation and amortization                       19,652            -4%             20,375           18,894          4%
Total expense                                             65,330            -7%             70,099           78,163        -16%
Operating loss                                           (17,180)           13%            (19,780)         (15,601)       -10%

Adjusted EBITDA and Capital Expenditure Data
      Adjusted EBITDA (1)                              $   2,472           315%              $ 595        $   3,293        -25%
      Cash capital expenditures                            4,247           -60%             10,683           20,334        -79%
      Segment free cash flow (2)                       $  (1,775)           82%          $ (10,088)       $ (17,041)        90%

Balance Sheet Data
      Total assets                                     $ 846,430            -6%          $ 902,348        $ 928,399         -9%
      Net plant                                          815,478            -2%            832,704          834,395         -2%

Operating Data
      Route miles                                          7,219             7%              6,754            5,924         22%
      Fiber miles                                        362,624             2%            354,083          296,173         22%
      Customers                                            2,247             0%              2,243            2,228          1%
      Employees                                              810            -2%                823            1,031        -21%

</TABLE>

(1)  Adjusted  EBITDA is  operating  loss plus  depreciation  and  amortization.
     Adjusted  EBITDA is a measure  commonly  used to analyze  companies  on the
     basis  of  operating  performance.   It  is  not  a  measure  of  financial
     performance under generally accepted  accounting  principles and should not
     be considered as an  alternative  to net income as a measure of performance
     nor an alternative to cash flow as a measure of liquidility  and may not be
     comparable to similarly  titled  measures of other  companies  (see segment
     footnote in the SEC Form 10-Q).
(2)  Segment free cash flow is Adjusted EBITDA less cash capital expenditures.

<PAGE>
<TABLE>
<CAPTION>

                         Citizens Communications Company
                     Financial and Operating Data by Service


                                                                           For the quarter ended
                                               ------------------------------------------------------------------------------
                                                                   Mar-02                                          Mar-02
                                                                    vs.                                              vs.
                                                 March 31,         Dec-01       December 31,       March 31,       Mar-01
(Dollars in thousands)                             2002           % Change          2001              2001        % Change
                                               --------------    -----------   ----------------   -------------  ------------
Gas Sector (1)

Select Income Statement Data
<S>                                                <C>                  <C>          <C>             <C>                 <C>
Revenue                                            $  71,365            40%          $  51,147       $ 220,515          -68%
Gas purchased                                         43,600            45%             29,996         163,163          -73%
Other operating expenses                              15,793             3%             15,296          28,588          -45%
Depreciation and amortization (2)                         84           -45%                152             150          -44%
Total expense                                         59,477            31%             45,444         191,901          -69%
Operating income                                      11,888           108%              5,703          28,614          -58%

Adjusted EBITDA and Capital Expenditure Data
     Adjusted EBITDA (3)                           $  11,972           104%          $   5,855       $  28,764          -58%
     Cash capital expenditures                         4,379           -45%              7,949           7,407          -41%
     Segment free cash flow (4)                    $   7,593           463%          $  (2,094)      $  21,357          -64%

Balance Sheet Data
     Assets held for sale                          $ 427,160            -3%          $ 441,654       $ 668,445          -36%
     Net plant                                       360,554             2%            354,991         541,943          -33%


</TABLE>

(1)  Our Louisiana and Colorado gas operations  were disposed of by sale on July
     2, 2001 and November 30, 2001,  respectively.  The sale of these operations
     affects comparability of data presented.
(2)  Our gas operations are reported as "held for sale". Accordingly,  we ceased
     to record depreciation expense effective October 1, 2000.
(3)  Adjusted EBITDA is operating  income plus  depreciation  and  amortization.
     Adjusted  EBITDA is a measure  commonly  used to analyze  companies  on the
     basis  of  operating  performance.   It  is  not  a  measure  of  financial
     performance under generally accepted  accounting  principles and should not
     be considered as an  alternative  to net income as a measure of performance
     nor an  alternative  to cash flow as a measure of liquidity  and may not be
     comparable to similarly  titled  measures of other  companies  (see segment
     footnote in the SEC Form 10-Q).
(4)  Segment free cash flow is Adjusted EBITDA less cash capital expenditures.

<PAGE>
<TABLE>
<CAPTION>

                         Citizens Communications Company
                     Financial and Operating Data by Service


                                                                              For the quarter ended
                                              --------------------------------------------------------------------------------------
                                                                   Mar-02                                                 Mar-02
                                                                     vs.                                                    vs.
                                                 March 31,         Dec-01        December 31,          March 31,          Mar-01
(Dollars in thousands)                             2002           % Change           2001                2001            % Change
                                              ----------------   ------------   ----------------    ----------------    ------------
Electric Sector

Select Income Statement Data
<S>                                                  <C>                  <C>          <C>                 <C>               <C>
Revenue                                             $  52,691            -2%          $  53,901           $  54,697         -4%
Electric energy and fuel oil purchased                 26,680            -3%             27,419              29,686        -10%
Other operating expenses                               12,741           -35%             19,455              13,312         -4%
Depreciation and amortization (1)                           -          -100%                299                   -          0%
Total expense                                          39,421           -16%             47,173              42,998         -8%
Operating income                                       13,270            97%              6,728              11,699         13%

Adjusted EBITDA and Capital Expenditure Data
      Adjusted EBITDA (2)                           $  13,270            89%          $   7,027           $  11,699         13%
      Cash capital expenditures                         5,204           -37%              8,276               9,646        -46%
      Segment free cash flow (3)                    $   8,066           746%          $  (1,249)          $   2,053        293%

Balance Sheet Data
      Assets held for sale                          $ 676,497             2%          $ 666,283           $ 554,328         22%
      Net plant                                       456,542             1%            450,662             428,831          6%

</TABLE>

(1)  Our electric  operations are reported as "held for sale".  Accordingly,  we
     ceased to record depreciation expense effective January 1, 2001.
(2)  Adjusted EBITDA is operating  income plus  depreciation  and  amortization.
     Adjusted  EBITDA is a measure  commonly  used to analyze  companies  on the
     basis  of  operating  performance.   It  is  not  a  measure  of  financial
     performance under generally accepted  accounting  principles and should not
     be considered as an  alternative  to net income as a measure of performance
     nor an  alternative  to cash flow as a measure of liquidity  and may not be
     comparable to similarly  titled  measures of other  companies  (see segment
     footnote in the SEC Form 10-Q).
(3)  Segment free cash flow is Adjusted EBITDA less cash capital expenditures.



<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: May 14, 2002